Company Registration in Thailand for Foreigners: Can You Own 100%, Which Licences You Need, and the 2026 Nominee Rules

Yes — foreigners can register a company in Thailand, and in many cases own 100% of it. What Thai law restricts is the type of business, not foreign ownership as such. Under Thailand’s Foreign Business Act B.E. 2542 (1999), a Thai company becomes an “alien” once foreigners hold half or more of its capital. An alien company may then carry on a restricted business only with a licence or a recognised exemption, such as Board of Investment (BOI) promotion.

This guide explains the rules section by section, the registration steps, the Department of Business Development (DBD) anti-nominee requirements in force since 1 August 2026, and the risks that cost foreign investors the most.

Key points at a glance

Question	Short answer	Thai legal basis
Can a foreigner set up a Thai limited company?	Yes; at least 2 promoters are needed	Civil and Commercial Code (CCC) s.1097
When is a Thai company “alien”?	When foreigners hold or invest half or more of its capital	Foreign Business Act (FBA) s.4
Is a Foreign Business License always required?	No — only for businesses in List 2 or List 3	FBA s.8
Does BOI promotion replace the licence?	For promoted activities, you obtain a certificate instead	FBA s.12
Can a Thai nominee hold shares for me?	No — up to 3 years’ imprisonment and/or THB 100,000–1,000,000 fine for both sides	FBA s.36, s.37

Why Thailand still works for foreign investors

Thai law offers several lawful routes to foreign control: majority or full ownership in unrestricted sectors, a Foreign Business License for restricted ones, treaty rights for some nationalities, and BOI promotion. BOI-promoted companies may also bring in foreign experts beyond normal immigration limits (Investment Promotion Act B.E. 2520 s.25) and own land as the Board approves (s.27).

Those advantages only hold if the structure is right from day one. A defective structure can lead to a court order closing the business — and, as Thai courts have shown, money paid into a nominee arrangement may be unrecoverable.

The three questions to answer before you register

1. Will your company be an “alien” under Thai law?

FBA s.4 defines an “alien” to include non-Thai individuals, companies not registered in Thailand, and Thai-registered companies in which foreigners hold at least half of the shares or have invested at least half of the total capital.

The familiar “49% foreign” figure is therefore the line at which a company stops being Thai for FBA purposes — not a universal cap. Thai courts look at who really funded the company. In Supreme Court (Dika) Decision No. 2252/2560 (2017), a foreign investor appeared on the register with under half the shares, but had in fact provided more than half the capital; the court treated the company as carrying on land trading, a List 1 business prohibited to aliens.

2. Which List does your business fall under?

FBA s.8 sorts restricted activities into three Lists:

List	What it means	Examples from the Act
List 1	Prohibited to aliens	Newspapers, radio and TV; rice farming; land trading
List 2	Permitted only with Ministerial approval and Cabinet consent	Domestic transport; mining; sugar production from cane
List 3	Permitted with a licence from the DBD Director-General, approved by the Foreign Business Commission	Legal, accounting and engineering services; retail with total minimum capital under THB 100 million; hotels (except hotel management); food and beverage sales; “other services” unless exempted by Ministerial Regulation

For List 2, an alien company also needs Thai shareholding of at least 40% (s.15), unless reduced under the conditions in that section.

Labels do not decide the answer. A “tech company” may in fact earn service fees, consulting income or retail revenue, and each activity must be assessed separately.

3. Do you qualify for an exemption route?

• Foreign Business License (FBL) under FBA s.17 for List 2 or List 3 activities.
• Foreign Business Certificate under s.12 for BOI-promoted activities or those permitted under the Industrial Estate law; the DBD must issue it within 30 days.
• Treaty rights under s.10, depending on the investor’s nationality and the treaty’s terms.
• Other specific laws governing foreign participation prevail under s.13.

An alien company must also bring in minimum capital of at least THB 2 million, or at least THB 3 million where the business needs permission (s.14).

When can a foreigner own 100% of a Thai company?

In summary, full foreign ownership is possible where (1) the business is outside Lists 1–3; (2) the company holds an FBL for a List 3 activity (List 2 has the s.15 Thai-shareholding rule); (3) the activity is BOI-promoted and covered by a s.12 certificate; or (4) a treaty or specific law grants the right. Sector licences (finance, insurance, telecoms and others) still apply separately.

Foreign Business License vs BOI promotion

	Foreign Business License (FBL)	BOI promotion
Nature	Permission to run a restricted business	Incentive scheme for targeted activities
Decided by	DBD Director-General (List 3) or Minister with Cabinet (List 2)	Board of Investment
Benefits	None beyond permission	Possible tax incentives plus non-tax rights (foreign experts, land)
Effect under the FBA	Operate within licence conditions	s.12 certificate; most of the FBA disapplied for the promotion period

BOI rights cover only the promoted activity. If the company expands into other restricted activities, a separate FBL may be required.

Choosing a vehicle

Vehicle	Legal status	Best suited to
Thai limited company	Separate juristic person; shareholder liability limited to unpaid share value (CCC s.1096)	Long-term trading and revenue in Thailand
Branch of a foreign company	Not a separate Thai entity; an alien under FBA s.4(2); parent liable	Foreign companies operating directly under the parent
Representative or regional office	Not a separate Thai entity; restricted scope	Market research, liaison, group support — no Thai revenue

How to register a Thai limited company: 7 steps

1. Structure review — alien status, List classification, FBL/BOI route and any sector licences.
2. Reserve the company name with the DBD (prepare alternatives).
3. File the Memorandum of Association with at least two promoters (CCC s.1097, as amended with effect from 7 February 2023).
4. Prepare shareholder and director documents — foreign documents may need notarisation, legalisation and Thai translation, plus the 2026 investment-evidence documents described below.
5. Register the company — the company registration number also serves as its tax identification number.
6. Register for VAT within 30 days of annual turnover exceeding THB 1.8 million (Revenue Code s.85/1; Revenue Department rules), or earlier where the law requires.
7. Obtain the FBL, BOI certificate or sector licences before starting restricted activities; then set up accounting, an auditor, meetings and annual filings.

Timing depends on document readiness and structural complexity, so fixed timelines should not be promised before the facts are reviewed.

New in 2026: DBD checks on Thai investors’ money

According to news reports and law-firm updates, the DBD issued Central Partnership and Company Registration Office Order No. 2/2569, effective 1 August 2026. Where a company has foreign shareholding below 50%, or a foreign authorised director, the applicant must file an investment explanation together with three months of bank statements for the Thai investors — both at incorporation and when directors change later.

In practice, Thai shareholders must be genuine investors who can prove their source of funds. Planning the structure before filing matters more than ever.

Nominee shareholders: criminal and civil exposure

FBA s.36 punishes a Thai person or Thai company that holds shares on behalf of a foreigner to circumvent the Act — and the foreigner who allows it — with up to three years’ imprisonment and/or a fine of THB 100,000–1,000,000. The court may order the shareholding to end, with daily fines of THB 10,000–50,000 for non-compliance. An alien running a restricted business without permission faces the same penalties under s.37, and directors who connive may be liable under s.41.

The civil consequences can be worse. In Dika No. 5457/2560 (2017), the Supreme Court held that a business-purchase arrangement using Thai nationals as shareholders in name only was void under CCC s.150, and that money the foreign buyer paid could not be recovered under s.411 because it was paid in breach of the law. The investor can lose both the business and the money.

Can a foreign-owned company buy land?

Land ownership uses a separate test. Under Land Code s.97, a company is treated like an alien for land purposes if foreigners hold more than 49% of its registered capital or make up more than half of its shareholders. The clearest lawful route for a foreign-controlled business is BOI permission under Investment Promotion Act s.27; the land must be disposed of within one year if the promoted business ends or is transferred.

Common mistakes foreign investors make

• Registering first and checking the Lists afterwards.
• Assuming 51% Thai shareholding makes any structure lawful, when courts look at real funding.
• Using broad or vague company objectives that do not reflect actual activities.
• Treating BOI promotion as permission for every activity.
• Overlooking post-registration duties such as VAT, annual financial statements and work permits for foreign directors.

Frequently asked questions

How many shareholders does a Thai limited company need? At least two promoters under CCC s.1097, in force since 7 February 2023.

Do I always need a Thai partner? No. It depends on the List your business falls under and any exemption route. List 2 businesses require at least 40% Thai shareholding (FBA s.15).

If I have BOI promotion, do I still need an FBL? For the promoted activity, you normally obtain a s.12 certificate instead. Restricted activities outside the promotion may still need an FBL.

Can a foreigner be a director? Yes, but working in Thailand is subject to immigration and foreign-employment law, and since 1 August 2026 appointing a foreign authorised director to a Thai-majority company may trigger additional investment documents.

What is the minimum capital? Company law sets no single figure, but an alien company must bring in at least THB 2 million, or THB 3 million for licensed businesses (FBA s.14).

When must I register for VAT? Generally within 30 days of turnover exceeding THB 1.8 million a year, or before starting business in certain cases.

Conclusion

Successful company registration in Thailand for foreigners starts with three answers: is the company an alien, which List applies, and which exemption route is available. With Thai authorities tightening nominee checks in 2026, a transparent structure from the outset is the most cost-effective protection for your investment.

Get Legal Advice on Setting Up Your Company in Thailand

If you are planning to incorporate in Thailand, or are unsure whether your activities fall within the Foreign Business Act Lists, a structure review before filing can avoid costly restructuring later and reduce the risk of your company being treated as a nominee arrangement.

Pattara Law Firm advises foreign investors on investment structuring, company registration, Foreign Business License applications, BOI promotion applications and shareholders’ agreements, based on the facts of each project.

We recommend seeking advice at the planning stage, before transferring investment funds or signing any documents.

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