Foreign ownership above 49% in Thailand: comparing a Foreign Business Licence, BOI promotion and treaty routes
The lawful routes when a foreign shareholder wants a majority stake: a Foreign Business Licence, BOI promotion, or treaty rights — and what each route actually requires.
Zura Labs & Business Hub Co., Ltd.
Thai law reserves certain activities for Thai nationals, so a company with majority foreign ownership needs a lawful basis. Three routes are used in practice: a Foreign Business Licence from the Ministry of Commerce, BOI promotion for an activity on the promoted list, or treaty rights where the investor's country has one with Thailand, such as the US Treaty of Amity. Which route fits depends on the activity, the investor's nationality and the hiring plan. We do not arrange Thai nominee shareholders — that is unlawful.
Reviewed 2026-09-15 by the Zura Labs corporate services team.
- Restricted activities
- The Foreign Business Act lists activities that are prohibited or need permission; check your real activity against the lists before fixing a structure.
- Route 1 — FBL
- A case-by-case application to the DBD, decided by the committee on its own timeline; no one can promise the outcome.
- Route 2 — BOI
- Only for activities on the promoted list that meet that category's conditions; it usually comes with smoother visa and work permit handling.
- Route 3 — treaty
- Available only to investors from a treaty country and only for activities the treaty covers.
- Common to every route
- Each requires a consistent account of the real activity, the source of funds and the operating plan across every company document.
- What we do not do
- We do not supply Thai shareholders to hold on someone's behalf, do not structure around the law, and do not promise approval.
How this works in practice
- 01
Write down the real activity first
State what the company sells, to whom, where revenue comes from and who decides. This detail determines whether the activity falls on a restricted list.
- 02
Test the activity against the schedules
Compare against Lists One, Two and Three of the Foreign Business Act. Activities that sound similar can sit on different lists with very different conditions.
- 03
Compare the three routes on the same criteria
Weigh activity fit, investor nationality, capital to be brought in, hiring plans, how durable the right is, and the reporting burden after approval.
- 04
Align the company structure
Set shareholding, director authority and objectives to match the chosen route. Changing later means an amendment filing and can affect a pending application.
- 05
File with supporting evidence
Prepare the investor's financial evidence, a business plan, relevant contracts and certified translations, then file through the chosen agency's channel.
- 06
Plan visas and work permits next
The workable order is company and legal basis first, then visa and work permit. Do not book flights or fix a start date before the actual documents exist.
Reasons this gets delayed or rejected
Using nominee shareholders
Having Thais hold shares without a real investment is an offence and exposes both the company and the shareholders. We decline this work.
Objectives far wider than the real activity
Catch-all objectives can drag the company into restricted territory it never intended and invite extra questions during review.
Expecting a fixed timeline
FBL and BOI decisions depend on the committee's queue and discretion. A provider promising an approval date is a warning sign.
Forgetting post-approval duties
Both BOI and FBL carry ongoing conditions and reporting; missing them can affect the rights granted.
Answers to the questions we hear most
Can a foreigner own 100%?
In some activities yes — BOI-promoted business, activities not on a restricted list, or where a licence or treaty right applies. It has to be tested activity by activity.
Does a 49% stake need permission?
Generally a company with less than half foreign shareholding is not a foreigner under this Act, but the real structure, control and activity still matter.
BOI or FBL — which first?
If the activity is on the BOI promoted list, BOI is usually considered first because foreign ownership and work permit handling tend to be smoother; otherwise the FBL route.
How much capital must come into Thailand?
It depends on the route and the activity — the law sets different minimums per case. We check it case by case rather than publishing a single figure.
This is general preparation information, not case-specific legal or accounting advice. Government fees, processing times and conditions change with official announcements. We review each guide on a schedule and show the review date on the page.