Foreigners forming a business in Thailand most commonly register a Thai Limited Company through the Department of Business Development (DBD). Because the Foreign Business Act restricts many business activities to majority-Thai-owned companies (foreign ownership above 49% is restricted in most service/retail/most sectors absent a Foreign Business License or BOI promotion), most foreign-founder companies use either a Thai-majority shareholding structure (with genuine, not nominee, Thai shareholders) or seek BOI promotion / a Foreign Business License to permit majority or 100% foreign ownership in eligible activities. BOI-promoted companies in targeted sectors (technology, manufacturing, regional headquarters) can obtain 100% foreign ownership, corporate tax holidays, and streamlined work permit/visa processing via the BOI's One Stop Service.
The Foreign Business Act's ownership restrictions are the single biggest structural decision point for any foreign entrepreneur in Thailand — the choice between a Thai-majority company, a Foreign Business License, and BOI promotion has major implications for control, tax, and visa/work permit ease.
Key Facts
The Foreign Business Act generally restricts foreign ownership to 49% or below in most service, retail, and many other business categories absent special approval.
BOI (Board of Investment) promotion allows 100% foreign ownership in eligible targeted sectors, plus corporate tax holidays and simplified visa/work permit processing.
A Foreign Business License can permit majority/100% foreign ownership outside BOI-promoted sectors but requires case-by-case Ministry of Commerce approval.
Minimum registered capital for a foreign-majority-owned company seeking a work permit is generally THB 2 million per foreign employee (though rules and exceptions vary by structure).
Using Thai nominee shareholders to disguise majority foreign control is illegal under the Foreign Business Act and subject to enforcement.
Steps
Choose the ownership structure — Decide between a Thai-majority company, BOI promotion for 100% foreign ownership in eligible sectors, or a Foreign Business License application.
Reserve the company name — Reserve a unique company name with the DBD before proceeding to registration.
File the Memorandum of Association and register — Submit incorporation documents, shareholder details, and registered capital information to the DBD.
Obtain Tax ID and VAT registration (if applicable) — Register the new company with the Revenue Department for a Tax ID, and for VAT if turnover will exceed the threshold.
Costs
Minimum registered capital per foreign employee (for work permit purposes): THB 2 million
Timelines
Standard DBD company registration: 1-2 weeks once documents are complete
BOI promotion application processing: several weeks to a few months depending on activity
Required Documents
Reserved company name confirmation
Memorandum of Association and company registration forms
Shareholder and director identification documents
Registered office address documentation
Common Mistakes
Using Thai nominee shareholders to circumvent the Foreign Business Act's ownership restrictions — this is illegal and has led to enforcement action.
Underestimating the minimum registered capital requirement needed to sponsor a foreign employee's work permit.
Not exploring BOI promotion for an eligible activity before defaulting to a Thai-majority structure, missing out on tax holidays and 100% ownership.