1. Choose the route by activity, not a blanket 49% rule
The Foreign Business Act B.E. 2542 contains a definition of a foreigner and schedules of restricted activities. For Thai-incorporated companies, that definition includes cases where half or more of the capital is held by foreigners as defined by the Act. The full statutory ownership tests and relevant structure still need review. It is inaccurate to say that every Thai company is subject to a universal 49% foreign ownership ceiling.
List One contains activities not permitted to foreigners for special reasons. Lists Two and Three have different approval mechanisms, conditions and activity-specific exceptions. Other laws may impose ownership limits or separate licences. An activity outside the FBA schedules can still have capital, registration and sector requirements.
- Unrestricted activities: check capital and sector-specific requirements before operating.
- Restricted activities: assess an FBL or an FBC under the entitlement applicable to the project.
- Treaty, BOI or IEAT rights: establish eligibility, the precise approved activities and any required certificates.
- An address in the EEC or a customs Free Zone alone does not automatically permit full foreign ownership or restricted business activities.
2. FBL versus FBC: permission and entitlement are different
A Foreign Business Licence (FBL) and a Foreign Business Certificate (FBC) are not freely interchangeable. An FBC relies on a statutory entitlement, for example an applicable treaty or qualifying promoted activity. A promoted company conducting restricted activities may still need the relevant FBC procedures; a BOI certificate does not mean every business activity can start immediately.
Distinguish registered capital, paid-up capital, project investment and minimum capital under the FBA from immigration and work-permit conditions. Amounts depend on the legal basis, activities and exceptions. One capital formula should not be presented as sufficient for every foreign-owned company.
- Identify the licence or certificate required for each revenue-generating activity.
- Separate pre-operation requirements from post-incorporation tasks.
- Confirm the remittance route and evidence with the receiving bank; not every investment must pass through a Foreign Currency Deposit account.
3. BOI eligibility and incentives are project-specific
Map the actual project against the BOI guide and announcements effective at application. Describe the technology, production or software-development process, staff, investment and implementation plan. Including AI, software or startup in a company name does not establish eligibility.
Tax and non-tax incentives depend on the promoted activity, measure and conditions in the promotion certificate. Do not assume that every category grants full foreign ownership, land rights or unlimited foreign personnel. Land and personnel privileges may require further approvals and compliance with their own conditions.
- Prepare a coherent business plan linking revenue, costs, investment and operations.
- Distinguish promoted operations from other company activities.
- Follow the application, clarification, acceptance and certificate steps stated by BOI.
- Before using incentives, check commencement dates, caps, duration and project reporting conditions.
4. Information to prepare before incorporation and banking
A private limited company requires at least two promoters and compliance with the applicable DBD incorporation requirements. Identity verification and signatures must follow the accepted registration channel. A power of attorney or notarised copy cannot be assumed to replace personal verification at every stage.
The bank decides whether to open an account and what identity and funding checks to perform. Incorporation and notarisation do not guarantee account acceptance. Obtain its checklist before arranging signatures or remitting investment funds.
- Products and services, customers, revenue countries and the actual workplace.
- Investors, nationalities, shareholding percentages, beneficial ownership/control and parent-company relationships.
- Capital plan, funding sources and investment evidence requested by the bank or authority.
- Company name, address, occupancy evidence, directors and signing authority.
- Articles and shareholder arrangements addressing funding, transfers, decisions and disputes.
- Foreign personnel numbers and roles, with a separate work-permission and residence plan.
5. No nominee structure: separate UBO checks from reporting duties
Do not use Thai shareholders as nominees to evade the FBA. A joint venture must involve genuine investment and shareholder rights. Missing funding evidence may trigger further investigation, but is not itself an automatic finding of a criminal offence or universal asset forfeiture.
Banks and entities with reporting duties under anti-money-laundering law may request ultimate beneficial owner (UBO) and source-of-funds information. KYC/CDD and reporting obligations depend on the entity and transaction. It is misleading to state that every DBD-registered company must report its UBO to AMLO within 30 days.
- Disclose direct and indirect ownership and control truthfully.
- Establish the applicable reporting-entity status before specifying a form or deadline.
- Start an enquiry with an activity and ownership summary, not full passports or bank statements.
- Identifiable financial information is personal data, but is not automatically Section 26 sensitive data merely because it concerns finances. Assess the lawful basis and protection requirements separately.
6. Accounting, tax and work permission continue after registration
Create a compliance calendar for DBD, tax, social security and any BOI conditions. VAT registration, withholding, corporate income tax and stamp duty depend on the activity, revenue, payment and recipient. A short rate table is not a tax opinion for every transaction.
BOI promotion does not exempt all profits. Separate promoted and non-promoted activities and check the certificate and tax law. Related-party dealings require review of transfer-pricing and disclosure/documentation obligations on their own facts; not every company is required to prepare a Master File.
Owning shares or being a director does not automatically confer a right to work or reside in Thailand. Assess the actual duties, location, visa category and work-permission route. BOI, Smart Visa and LTR have distinct eligibility requirements; incorporation does not guarantee personnel numbers or processing times.
7. Foreign corporate documents: ask the recipient first
For a foreign corporate shareholder, a recipient may request incorporation evidence, articles, directors/shareholders records, resolutions and powers of attorney. Confirm document age, language, originals and certification requirements with the actual DBD, BOI or bank recipient. Not every document requires the same notarial act.
HCCH lists 28 February 2027 as the Apostille Convention entry-into-force date for Thailand. At this review on 8 October 2026, it should not be offered as already effective between Thailand and other states. After that date, check treaty relations with the relevant country, document scope and authority implementation.
- Article 1 excludes documents executed by diplomatic/consular agents and administrative documents dealing directly with commercial or customs operations.
- A corporate registry extract, private resolution and notarial certificate are different documents; assess the actual item to be filed.
- Authentication verifies the signature, capacity or seal within its scope, not business legality or approval of an investment application.
8. Request a scoped quote and a realistic sequence
Begin with activities, investor nationalities and percentages, document-origin countries, workplace and target start date. Request an assessment of the route and a written scope separating incorporation, FBL/FBC, BOI, translation/authentication and any accounting or immigration work.
Separate professional fees, authority fees and third-party expenses, with inclusions, exclusions and treatment of additional queries. Timing can be assessed after the information is complete. Do not assume a single fixed deadline covers incorporation, BOI approval, bank acceptance and permission to start work.
