Foreign Business Act restricted list screening worksheet

01The line is usually crossed later, not at registration

The restricted lists do not decide whether you can come to Thailand. They decide whether foreign capital can run this particular business on its own, whether a licence is needed, and whether a Thai shareholder has to sit in the structure. That drives how the registered business scope is worded, how the shareholding is built, and whether you need a licence route or a promotion route.

What actually costs companies money is not the rule itself but its timing: a business scope that was clean at registration is not necessarily clean later. The line tends to be crossed after one of these moves.

• A manufacturer starts selling directly to local customers, or takes over distribution of other group companies' products. The character of the business slides from manufacturing towards trading and retail, and wholesale and retail sit on List 3.
• Manufacturing extends into after-sales and technical service. Service activities have to be checked one by one, and adding a single line to the registered scope can be the first time you touch a list.
• A nominee holding was put in place for a restriction that never applied. A great deal of manufacturing and export work is open to foreign capital as it stands; plenty of companies took on an arrangement carrying criminal penalties without ever checking whether they had to.

What these have in common: they happen when the company is already operating. Fixing them costs far more than getting it right before registration — which is exactly what this worksheet is meant to head off.

02What the four tabs cover

Four tabs, and the second one is the main sheet.

• Three-list quick reference. For each list: the entry rule, the additional requirements, typical activities, and whether any exception route exists. The List 1 row is the bluntest of the three — there is no exemption room, and neither promotion status nor treaty benefits reach that list. The last two rows are not lists at all: they set out the two further judgement calls, how a business format is classified and who counts as a foreigner, so they can be read alongside.
• Line-by-line screen of the business scope (the main sheet). On the left you copy out your registered business scope line by line, together with what you plan to do over the next two or three years. On the right you fill in, for each line, whether an exception route applies, whether a separate licence is needed, and the adviser's conclusion on which list it falls under. Manufacturing, local sales, distribution, after-sales service, professional services, construction, brokerage and agency work, advertising, hotels and restaurants, domestic transport and dealing in land are pre-filled as a starting point. They are not your business scope: delete the whole row where it does not apply, and add your own lines in the same format.
• Exception routes and red lines. The lawful routes are listed one by one, each marked with which question it answers — how much foreign capital may hold, or whether the business may be done at all. Promotion status and industrial estate status count on both. A national-treatment exemption under a specific treaty, and another specific law taking precedence, answer the first question. A foreign business licence, confirming the activity is not restricted in the first place, and the threshold exception attaching to some List 3 activities answer the second. The two questions have to be checked separately. Nominee shareholding has a row of its own, marked as not a route.
• Re-screen triggers. Which events require the whole screen to be run again before they happen, with four columns on each row — planned date, internal deadline, owner and status — so the tab can be used directly as an internal control sheet.

03Three things that get checked wrong

Three points account for most of the wrong conclusions we see.

• "We are a manufacturer, we are not on the lists" is not a blanket answer. Manufacturing is generally not on the lists, and that much is true. But it is a statement about the industry, not a ruling on each line of your registered business scope. The lists are checked line by line, not by industry.
• How a business format is classified is itself open to interpretation. A standalone store, a counter, a shop-in-shop, an online platform — the same business classified different ways can produce different conclusions, so each case has to be assessed on its own facts. Cells of that kind are left amber throughout the workbook, pending the adviser's determination.
• Do not make structural decisions on an amendment that is not in force. Several changes have been running in parallel over the past year or two: a reform initiative still under review, a draft amendment approved by the cabinet but not yet gazetted and not in force, and rules reclassifying particular industries still at draft and hearing-preparation stage. When you see a headline about Thailand relaxing its foreign investment restrictions, first establish which change it refers to and how far that change has actually got.

04This worksheet is filled in by two people

Every cell that turns on the facts of the case is left as an amber blank: whether a threshold exception applies, whether a separate licence is needed, which list the activity finally falls under. A download cannot answer those for you. What it gives you is the order to check things in and the questions to ask; the answers get written in.

The practical way to use it is in three steps. First, list line by line what you intend to do over the next two or three years, not only what you do today. Second, check each line against the lists and mark it as not on the lists, as List 3 needing a licence, or as a higher list. Third, for anything needing a licence or otherwise restricted, work out whether to apply for the licence, take a promotion route, or adjust the boundary of the business. Do this once before registration, and again every time you are about to add to the registered scope.

One situation is worth stating separately. If a nominee arrangement is already in place, the order is establish the facts as they stand, then assess the level of risk, then design a transition — and defuse it before a capital increase, an acquisition, a financing round or a promotion application. Rearranging the shareholding yourself and papering it over afterwards is not advisable: done in the wrong order, it can leave a trail that is harder to explain.

Which list your own business falls under, whether an exception route applies, and whether your existing registered scope already contains something over the line all have to be checked line by line against your specific business description and registered scope, and confirmed by our advisers before a formal opinion is issued.