Can Foreigners Own 100% of a Company in Thailand Under BOI?

For many foreign investors, one of the first legal questions when entering Thailand is whether they can own 100% of a company in Thailand. In many cases, the answer is yes under the BOI promotion. However, that answer is not universal. Whether full foreign ownership is possible depends on the promoted activity, the Foreign Business Act B.E. 2542 (1999) (FBA), and any other Thai law that may still restrict foreign participation.

The Thailand’s Board of Investment (BOI) is one of the main legal routes that can make full foreign ownership possible for eligible projects. At the same time, foreign business restrictions in Thailand are primarily governed by the FBA, which is administered by the Department of Business Development (DBD), Ministry of Commerce.

Thus, the central legal issue is not merely whether a foreign national may register a company in Thailand. Rather, the critical inquiry concerns the nature of the business activities undertaken, whether such activities qualify for promotion by BOI, and the extent to which other applicable laws may continue to impose restrictions on foreign ownership in relation to those activities.

The Starting Point: What Counts as a “Foreigner” in Thailand?

Before discussing whether a foreign investor can own 100% of a company under the BOI promotion, it is important to understand how Thai law defines a “foreigner.”

Under the FBA, the term “foreigner” extends beyond non-Thai individuals to encompass certain juristic persons. Specifically, it includes:

1. a natural person who is not of Thai nationality;
2. a juristic person not registered in Thailand; and
3. a juristic person registered in Thailand in which 50 percent or more of the capital is held by foreign individuals or foreign juristic persons.

This distinction is critical. Even if a company is incorporated in Thailand, it may still be treated as a foreign company if its shareholding structure falls within the definition under the FBA. In other words, incorporation in Thailand alone does not necessarily make a company “Thai” for foreign business law purposes.

How can BOI help foreign investors own 100% of a company in Thailand?

The BOI in Thailand assists foreign investors in obtaining 100% ownership of a company by offering incentives and exemptions under the Investment Promotion Act B.E. 2520 (1977), which empowers the BOI to promote and regulate investments. When a business activity qualifies for BOI promotion, the investor may be granted permission to own 100% of the company, subject to certain conditions such as the activity’s contribution to the country’s economic development, technology transfer, or innovation.

Furthermore, the BOI provides detailed criteria for eligible sectors, including advanced manufacturing, research and development, and high-value services, which may receive additional incentives such as tax holidays, import duty exemptions, and eased regulatory processes. These provisions enable foreign investors to benefit from greater ownership flexibility in industries deemed strategically important for Thailand’s long-term development.

How BOI differs from the FBA?

The Board of Investment (BOI) and the Foreign Business Act B.E. 2542 (1999) (FBA) are two distinct legal frameworks in Thailand that govern foreign investment, but they serve different purposes and operate under different principles.

1. Purpose and Function

The BOI is a government agency tasked with promoting investment in Thailand. It offers incentives and exemptions to encourage foreign and domestic investments, particularly in sectors that contribute to the country’s economic development, such as technology, innovation, and high-value manufacturing. The BOI’s main goal is to attract foreign capital and expertise into Thailand through the provision of tax holidays, import duty exemptions, and, crucially, the potential for foreign investors to own 100% of a business in certain promoted sectors.

The FBA, on the other hand, is a legislative act that sets the legal framework for foreign ownership of businesses in Thailand. It imposes restrictions on foreign ownership in certain industries, with the general rule being that foreign nationals cannot own more than 49% of a business in sectors considered sensitive to national security or economic interests. The FBA’s primary purpose is to regulate and control foreign participation in the Thai economy to safeguard local interests.

2. Foreign Ownership

Under the FBA, foreign ownership is restricted in certain sectors, requiring at least 51% of the company’s shares to be held by Thai nationals. The FBA classifies business activities into three lists, with specific foreign ownership limits and restrictions depending on the activity’s classification. For example, sectors, particularly agriculture, communications, and retail, have stricter foreign ownership limitations.

The BOI, however, can grant exemptions to these foreign ownership restrictions for promoted activities. If a foreign investor’s business qualifies for BOI promotion, they may be allowed to own up to 100% of the company, even in sectors typically restricted under the FBA. This is particularly relevant in sectors where Thailand seeks to foster innovation, technological advancement, and high-value investment.

3. Incentives and Benefits

The BOI provides incentives to foreign investors, such as tax exemptions, import duty reductions, and permission to own 100% of a business in certain promoted industries. It also streamlines administrative processes, making it easier for foreign investors to operate in Thailand.

The FBA does not offer such incentives. Instead, it regulates foreign investment by defining which industries require government approval for foreign ownership and by enforcing limits on foreign participation in these industries. The FBA’s focus is more on controlling and limiting foreign involvement to protect local businesses and the national economy.

4. Approval Process

The BOI approval is an application process that foreign investors must go through to qualify for the benefits and exemptions provided under the Act. If a business is promoted by the BOI, it can bypass certain restrictions, such as foreign ownership caps, and may also receive tax and duty exemptions.

Under the FBA, foreign ownership restrictions are generally enforced automatically, and foreign investors must comply with the ownership limits unless they qualify for an exemption or special permission from the government, such as through the BOI.

In summary, while the FBA sets the general rules and restrictions on foreign ownership of businesses in Thailand, the BOI provides a pathway for foreign investors to bypass those restrictions by offering incentives and the potential for 100% foreign ownership in certain promoted sectors. The two frameworks often work in tandem, with the BOI acting as a facilitator to attract foreign investment into sectors that align with Thailand’s strategic economic goals.

Which businesses may still face restrictions even under the BOI scheme?

While the BOI in Thailand offers significant incentives and exemptions, including the possibility for foreign investors to own 100% of a business, there are still certain sectors and activities that may face restrictions or limitations, particularly if their activities fall under the FBA lists. According to the FBA, business activities listed in List One require at least 51% Thai shareholding. Moreover,  the Board may impose foreign shareholding limits for certain promoted activities where appropriate.

That means some businesses may still face limits because of:

• the activity falling within List One
• an activity-specific BOI condition imposed in the promotion framework
• a sector-specific law outside the FBA

These restrictions are aim to protect national interests, preserve local industries, or maintain economic stability. 

BOI promoted company vs Non-BOI promoted company in Thailand

BOI Promoted Company

A BOI-promoted company may have a stronger legal basis for greater foreign ownership flexibility if the promoted activity qualifies under the BOI rules. For List Two and List Three business activities under the FBA, a foreigner promoted under the investment promotion law may apply for a Foreign Business Certificate (FBC), which is easier to obtain compare to the Foreign Business License (FBL). 

This means a BOI company is often in a stronger legal position when the project has been properly structured around a promoted activity. It may also benefit from BOI non-tax privileges such as land ownership for the promoted project, permission to bring in skilled personnel, and foreign currency remittance rights.

Non-BOI Company

A non-BOI company does not receive that promotion-based route automatically. Its position must be analyzed directly under the FBA and any other applicable law. Depending on the activity, it may need to rely on another route such as a FBL, a FBC on another legal basis, treaty protection, or another sector-specific regime.

Practical Difference

In practice, a BOI promoted company may have a clearer legal pathway to majority or full foreign ownership for an eligible promoted activity, while a non-BOI promoted company usually has to rely on the ordinary foreign business regime and may face tighter restrictions depending on the business.

How the BOI and the FBA Work Together in Practice

A foreigner promoted under the investment promotion law may apply for a Foreign Business Certificate (FBC) under Section 12 of the FBA for businesses under List Two and List Three, as specified in the promotion certificate. This is important because it shows that BOI is not only about tax incentives. It also works as a practical legal mechanism that can support foreign-owned businesses in operating restricted activities through the proper statutory route.

According to the 2024 Annual Report on Foreign Business under the Foreign Business Act B.E. 2542 (1999), 630 foreign entities received the FBC, and 548 of those were granted under the investment promotion law. That makes BOI one of the most important real-world pathways for foreign investors establishing and operating businesses in Thailand lawfully.

Warning about nominee structures

Foreign investors should clearly distinguish between a lawful BOI-based structure and an unlawful nominee arrangement. The DBD’s official reporting shows that the Department actively investigates suspected nominee structures used to evade the FBA, including cases where Thai shareholders were listed only in name while the foreign investor funded the shares or retained the real economic interest. This is a critical compliance point. Using BOI or another proper legal route is fundamentally different from using Thai shareholders as a facade. Foreign ownership planning in Thailand should be lawfully structured and properly documented from the outset.

How Our Firm Can Help

At Skyinterlegal, we advise foreign investors on:

• whether a proposed activity may qualify for 100% foreign ownership under BOI
• whether a Foreign Business Certificate may still be required
• whether another Thai law still restricts the activity
• whether a BOI company or non-BOI company structure is more suitable
• how to align ownership, licensing, visas, and post-approval compliance under Thai law

We approach BOI not only as an application process, but as a legal structuring issue that affects ownership, control, operations, and long-term compliance in Thailand.

Planning a BOI-promoted company in Thailand?

Contact us for strategic advice on BOI eligibility, foreign ownership, Foreign Business Act issues, and the legal structure of your investment in Thailand.