A foreigner can own and run a company in Thailand, but the Foreign Business Act B.E. 2542 (1999) decides how. If foreigners hold at least half of the shares, the company counts as foreign and may not run most service, trade and farming businesses without a Foreign Business Licence or Board of Investment (BOI) promotion. Making the company "Thai" with shareholders who exist only on paper is a crime for both the Thai nominee and the foreigner, and enforcement was stepped up in 2026.
This page sets out the legal frame as the Act and the authorities describe it, checked in November 2026. It is not legal or tax advice. A company structure is hard to undo once money and staff are in it, so plan it with a licensed Thai lawyer before you register anything; our guide to hiring a lawyer in Thailand explains how to check a licence and agree on fees.
The Foreign Business Act in brief (November 2026)
- The law
- Foreign Business Act B.E. 2542 (1999), administered by the Department of Business Development (DBD)
- "Foreign" company
- Foreigners hold at least one half of the shares (s. 4)
- Business lists
- List One: closed to foreigners; List Two: Cabinet approval; List Three: Foreign Business Licence
- Minimum capital
- 2 million baht for a foreign company; 3 million baht per business that needs a licence (s. 14)
- BOI route
- Certificate from the DBD within 30 days instead of a licence (s. 12)
- Nominee penalty
- Up to 3 years in prison and/or 100,000 to 1,000,000 baht, for the Thai and the foreigner (s. 36)
When a company counts as foreign: half, not 49%
Almost every guide says foreigners "may own 49%". The Act does not use that number. Section 4 defines a foreigner as a person without Thai nationality, a company not registered in Thailand, or a Thai-registered company in which at least one half of the capital shares are held by foreigners, or in which foreigners invest at least half of the total capital. A partnership whose managing partner is a foreigner also counts as foreign. Bearer shares are treated as foreign-held.
So a company is Thai under the Act only if foreigners hold less than half. That is why lawyers work with 49% foreign and 51% Thai: it is the practical safe figure, not the legal wording. Land is a separate test. Under section 97 of the Land Code, a company is foreign for land purposes if foreigners hold more than 49% of the capital or make up more than half of the shareholders, as our guide to buying a house in Thailand as a foreigner explains in its section on companies and nominees.
Lists One, Two and Three: what a foreign company may run
Section 8 sorts restricted businesses into three lists, each with its own door:
| List | Rule for a foreign company | Examples in the original annex |
|---|---|---|
| One | Not allowed | Newspapers, radio and TV; rice farming and crop growing; livestock; fishing in Thai waters; trading in Thai antiques; making Buddha images; land trading |
| Two | Only with the Minister's permission and Cabinet approval | National security (such as weapons and domestic transport), arts, culture and handicrafts, natural resources |
| Three | Only with a Foreign Business Licence from the DBD Director-General, approved by the Foreign Business Commission | Accounting, legal and engineering services; construction; brokerage; smaller retail and wholesale; advertising; hotels (not hotel management); guided tours; selling food and drink; "other service businesses" |
The last item on List Three, "other service businesses", is the one that catches most small foreign founders. In practice a restaurant, bar, guesthouse, tour company or most service firms with foreign-majority ownership need a licence. The text we read is the original 1999 Act; later regulations have exempted some List Three services, so check the current list with the DBD or your lawyer.
Section 14 adds a capital floor. A foreign company needs at least 2 million baht in minimum capital, and at least 3 million baht for each business that needs permission under the lists. That is a different rule from the capital the Department of Employment wants per work permit, which comes up below.
The Foreign Business Licence and the treaty route
A List Three business needs a licence issued by the DBD Director-General with the approval of the Foreign Business Commission. Running a listed business without one is an offence for the foreigner under section 37: up to three years in prison and/or a fine of 100,000 to 1,000,000 baht, and the court can order the business or shareholding to stop.
Section 10 lets a treaty override the lists. This is the basis of the US-Thai Treaty of Amity, which gives some American-owned companies a separate route; we have not read the treaty's current scope, so ask a lawyer whether it fits your business.
BOI promotion: a certificate instead of a licence
The Board of Investment promotes investment in sectors the government wants. Under section 12, a foreigner whose business is BOI-promoted, or permitted under the industrial estate law, and falls in List Two or Three does not go through the licence procedure. Instead the foreigner notifies the DBD Director-General and receives a certificate, which must be issued no later than 30 days after the documents arrive. Many websites say BOI companies need a Foreign Business Licence; under the Act they need this certificate.
Which activities BOI promotes, and what privileges come with promotion, are set out on boi.go.th; we could not confirm the current list, so read it there before you plan around it. The BOI also runs two visas that matter to founders and investors: the SMART visa for startup founders and the Long-Term Resident (LTR) visa, each with its own thresholds.
Registering the company with the DBD
Thai companies are registered with the Department of Business Development. Its current step list, forms and fees could not be read for this page (the DBD site did not load for us), so take them from the DBD or from your lawyer. Since 1 January 2026, DBD Order No. 2/2568 requires extra supporting documents at incorporation, aimed at stopping nominee shareholders. A law firm reported in March 2026 that the DBD said attempted nominee registrations had fallen by more than 65% after the change.
Expect questions about where the Thai shareholders' money came from. The DBD's 2026 checks look at Thai shareholders' source of funds and financial capacity, and at the same people appearing in many companies. Real Thai partners should keep their own bank records of what they paid in.
Once the company exists it needs a corporate bank account; the rules banks apply to foreigners personally are in our guide to opening a bank account in Thailand.
A work permit through your own company
Owning a company does not give you the right to work in it. You still need a Non-B visa and a work permit, and your company must meet two separate rules from two agencies. The Department of Employment's 2004 criteria ask for 2,000,000 baht of paid-up capital for each foreign work-permit holder (1,000,000 baht if the foreigner is married to a Thai national). Immigration Bureau Order 12/2568 of 23 January 2025, which replaced Order 327/2557, asks for four Thai employees for each foreigner when you apply for the one-year extension of stay. Both rules come from a law-firm reading; the orders themselves were not published where we could read them.
The full process, from the employer's documents to the yearly extension, is in our guide to the Non-B visa and work permit. Remember that 27 occupations, including tour guiding, Thai massage and legal services, are closed to foreigners whoever the employer is.
Employees are insured under the social security scheme, and the company pays an employer's share for each of them. Since 1 January 2026 the employer and the employee each pay 5% of wages up to a ceiling of 17,500 baht a month; our page on Thai social security for foreigners covers what that buys. You will also file a personal Thai tax return on your salary, explained in our guide to filing a Thai tax return; company tax is a matter for your accountant.
The nominee trap and the 2026 crackdown
A nominee arrangement is a company that looks Thai on paper while the foreigner pays for and controls it. Section 36 of the Act punishes a Thai who "acts as a foreigner's nominee in holding shares" so that the foreigner can get round the Act, or who runs the business jointly while presenting it as their own, and it punishes the foreigner who allows it. The penalty is up to three years in prison or a fine of 100,000 to 1,000,000 baht, or both, and the court can order the arrangement to end with daily fines until it does.
Enforcement has moved from paper to arrests. According to a law-firm report of March 2026, the DBD reviewed 46,918 "risk group" companies nationwide, with a focus on tourism and real estate in Phuket and Pattaya. In an alert dated 14 September 2026 the US Embassy said Thai authorities were stepping up action against nominee ownership and that several foreigners, Americans among them, had been taken into custody. It added that deportation guidelines in effect from 28 August 2026 list unlawful business under the Foreign Business Act among their offence categories, and it tells readers to see a licensed attorney.
A "ready-made company" with Thai shareholders you have never met is the nominee trap. If an agent offers to supply the Thai 51% for a fee, walk away. The cost of the setup is small next to the risk of prison, a fine of up to 1 million baht and deportation.
Two related questions have their own pages. If the business needs land, the type of document matters: a Sor Kor 1 is not a title deed, as our guide to Thai land title deeds explains. And running a company for years does not lead to citizenship by itself; the route to Thai citizenship by naturalisation runs through permanent residence.
Frequently asked questions
Can a foreigner own 100% of a company in Thailand?
Yes, but a company that is at least half foreign-owned counts as foreign under the Foreign Business Act. It may then run businesses on Lists Two and Three only with Cabinet approval, a Foreign Business Licence, a BOI certificate or a treaty right, and never List One businesses.
Is the 49% rule in Thai law?
Not in those words. The Foreign Business Act treats a company as foreign when foreigners hold at least one half of the shares, so 49% is the practical figure that keeps a company Thai. The Land Code uses "more than 49%" for land.
What is the minimum capital for a foreign company in Thailand?
Section 14 of the Foreign Business Act sets at least 2 million baht, and at least 3 million baht for each business that needs permission under the lists. A work permit through the company adds the Department of Employment's 2 million baht per foreign employee.
What is the penalty for using a Thai nominee?
Section 36 of the Foreign Business Act provides up to three years in prison and/or a fine of 100,000 to 1,000,000 baht, for the Thai nominee and for the foreigner who allows it. In 2026 the US Embassy said foreigners had been arrested over such arrangements.
Sources
- Board of Investment – Foreign Business Act B.E. 2542, English translation for the DBD (checked November 2026)
- U.S. Embassy Bangkok – Alert: increased Thai enforcement against real estate and business ownership by foreigners, 14 September 2026 (checked November 2026)
- Luther law firm – Thailand tightens rules on foreign shareholding, 18 March 2026 (checked November 2026)
- Thai Law Online – Self-sponsoring your work permit in Thailand (checked November 2026)
- Thailand Law Online – Land Code, English translation (checked November 2026)