Can a Chinese investor hold 100% of a Thai company?

Manufacturing generally does not fall inside the restricted list for foreign businesses,so a Chinese-invested manufacturer can usually be wholly foreign-owned. Three things still need watching:keep restricted activities out of your business scope;keep registered capital and its payment compliant;and where a later addition to your activities touches the list,obtain the licence first or file it under the promotion route. For your own business,this has to be checked item by item.

Can a foreign company buy land in Thailand?

Thai law restricts foreign ownership of land as a matter of principle,and obtaining promotion status is one of the main lawful routes by which a foreign manufacturer can buy land. But the activities that qualify are adjusted by official announcement — in recent years the land-purchase privilege has been withdrawn from some manufacturing activities — so check your own activity before you apply.

We already registered using nominee shareholders. What now?

It is not a dead end,but the way out varies enormously from case to case:it depends on the shareholder composition,the money actually contributed,the operating history and the agreements already in place. This is best assessed on its own rather than handled by general rules,and we would not suggest rearranging the shareholding yourself and regularising it afterwards.

How are fees calculated?

By the complexity of the structure and by whether registration is included. A structure memorandum alone and a full registration engagement are very different amounts of work. Describe the shape of the business and your investment plan to our advisers and we will issue a quote that states the scope.

Service · company & shareholding

Thailand company structure and shareholding: decide before registering

Prepared by the CTAC Thailand advisory team · Updated 2026-08-17

In short

The structure decides how much of the company you own, who really controls it, and whether the entity itself is lawfully constituted. Build it wrong and the company carries a legal defect from the day it is registered, and every step after that is spent working around it. The right order is: settle the BOI question first, then design the structure, then register — not the other way round.

01Getting the order wrong is the expensive mistake

The usual way this goes wrong: an agency registers the company first, and only afterwards does anyone start thinking about BOI and the shareholding structure. The problem is that promotion status can, in certain conditions, lift some of the restrictions that ordinarily apply to foreign investors, and it affects which business scope and which land arrangements are open to you. The tier conclusion is therefore an input to the structure design. Reverse the order and you are usually looking at amended articles of association, a rearranged shareholder structure, or setting up a new entity altogether.

First, establish the business direction and the size of the investment.
Then decide whether to take the promotion route, and which tier you are aiming at.
Then set the entity form and shareholding on that basis.
Then register, and deal with the licensing that follows.

Each step feeds the next.

02What we actually do

Five pieces of work.

Choice of entity form. Private limited company, branch, representative office, regional headquarters — what each requires and what each costs you. They differ a great deal in permitted business scope, tax treatment and foreign headcount quota.
Foreign shareholding and control. Getting you the degree of control you want inside a compliant framework. Control is not the same thing as percentage ownership: the articles of association, the composition of the board and the allocation of signing authority can all be used to shape it.
Business scope and licensing route. Whether your activities fall inside the restricted list for foreign businesses, whether a licence is needed, and whether an alternative route exists. Background: restrictions on foreign business activity.
Rights over land and buildings. The limits on foreign acquisition of land and the routes that are genuinely open, plus the term and the risk points of leasing.
Registration and later changes. Articles, registered capital and its payment, and later additions to scope, capital increases and share transfers.

03One thing we do not do: nominee shareholders

Using Thai nominee shareholders to get around the limits on foreign ownership is plainly unlawful, and enforcement has kept tightening in recent years, with more ways to check. We do not build these structures, and we would not advise you to accept one from anyone else.

The cost does not arrive only on the day you are found out. Under a nominee structure your control over the company rests on a private agreement rather than on a legal position. If the other side changes their mind, dies, divorces or runs into debt, the agreement in your hand may not save you under Thai law. If you want full foreign ownership, or you want control, take a compliant route — promotion status, a foreign business licence.

If your existing company is already a nominee structure, it is not a dead end, but the way out varies enormously from case to case and has to be assessed against the shareholder composition, the money actually contributed, the operating history and the agreements already signed. This is a conversation to have on its own; it does not respond well to general answers.

04Why work with us

Four reasons.

Structure and tax are looked at together. A plan that weighs the legal form but not the tax consequences tends to show its problems late — when profits are repatriated, in related-party dealings, or on exit. We work both sides at once; see monthly tax compliance.
Joined up with the promotion route. Tier assessment, structure and registration are three steps on one chain, done by the same team. You do not get the rework where the tier assessment says yes and registration then finds the articles do not support it.
Compliant routes take priority; no grey-area solutions. Where something can be done, we set out how; where it cannot, we say so.
Every conclusion traces back to the statute or the official announcement, with the date it was retrieved. Rules on foreign investment change often, and we tell you which ones have moved recently.

05What you receive

Our advisers handle the paperwork and the filings; you confirm and decide.

A structure memorandum: entity form, shareholding and control arrangements, business scope and licensing route, with the trade-offs and risk points of each option.
Key points for the articles of association, and recommended provisions for the shareholders' agreement.
Registration: preparing the documents, filing them, collecting the certificate.
Later changes: capital increases, additions to business scope and share transfers — execution and filing.

Common questions

Can a Chinese investor hold 100% of a Thai company?: Manufacturing generally does not fall inside the restricted list for foreign businesses, so a Chinese-invested manufacturer can usually be wholly foreign-owned. Three things still need watching: keep restricted activities out of your business scope; keep registered capital and its payment compliant; and where a later addition to your activities touches the list, obtain the licence first or file it under the promotion route. For your own business, this has to be checked item by item.
Can a foreign company buy land in Thailand?: Thai law restricts foreign ownership of land as a matter of principle, and obtaining promotion status is one of the main lawful routes by which a foreign manufacturer can buy land. But the activities that qualify are adjusted by official announcement — in recent years the land-purchase privilege has been withdrawn from some manufacturing activities — so check your own activity before you apply.
We already registered using nominee shareholders. What now?: It is not a dead end, but the way out varies enormously from case to case: it depends on the shareholder composition, the money actually contributed, the operating history and the agreements already in place. This is best assessed on its own rather than handled by general rules, and we would not suggest rearranging the shareholding yourself and regularising it afterwards.
How are fees calculated?: By the complexity of the structure and by whether registration is included. A structure memorandum alone and a full registration engagement are very different amounts of work. Describe the shape of the business and your investment plan to our advisers and we will issue a quote that states the scope.

Checked against the official texts by the CTAC Thailand advisory team. We track the gazettes of the BOI, the Revenue Department, the Department of Business Development and Thai Customs every week; when an official position changes, the affected pages are updated and dated.

This page is general information based on the rules in force at the date shown. Thai BOI categories, incentive conditions and foreign-investment rules change often. Before acting on any specific project, check the latest official announcement and have a formal opinion issued on your own facts.

Tell us your situation and our advisers will suggest the next step

Fees are quoted by project scope, setting out what we do and what you receive. We talk it through first.

中文版 · Chinese version