Who owns the company gets decided before you register
Shareholding ratios, control, land rights. One wrong move in the structure, and every step after it is constrained.
Thailand sorts the businesses it restricts for foreigners into three lists:List 1 is proh…
The three forms differ sharply on four things:whether you can carry on revenue-earning bu…
The structure decides how much of the company you own,who really controls it,and whether…
Using a Thai nominee shareholder to get around the limits on foreign shareholding is an u…
Manufacturing generally does not fall on the restricted lists under Thailand's Foreign Bu…
The Thai Land Code bars foreign ownership of land as a matter of principle. For foreign m…
Restricted businesses do not have to be worked around with a nominee. The law itself leav…
From late 2025 into 2026 Thailand introduced four tightenings in company registration and…
Does a Thai company have to be 51% Thai-owned?
Not necessarily. Restricted businesses do carry foreign shareholding limits, but a great many businesses — manufacturing among them — and projects that hold BOI promotion can go higher, even to 100%. Check it line by line against your own type of business; one rule does not cover everything.
Can we just have a Thai person hold the shares for us?
Nominee shareholding has a clear compliance line that must not be crossed, enforcement has kept tightening in recent years, and nominee arrangements carry high risk. A control problem should be solved with a compliant structure, not gambled on a nominee.
Can a wholly foreign-owned company buy land and build a plant in Thailand?
An ordinary foreign-owned company is restricted on land, but BOI promotion and certain other statuses can open room to arrange land rights. Whether you can hold land, and how, has to be confirmed case by case against the status of the project.
If the structure is wrong, can it be changed later?
It can, but it costs — it can pull on BOI eligibility, tax treatment and which entity signs the contracts. Getting it right the first time is far cheaper than restructuring afterwards.
Can a Chinese investor set up a wholly-owned company in Thailand?
Yes, and it turns on what the business does. If the business is not on the FBA restricted lists — manufacturing is the typical case — a Chinese investor can set up a 100% wholly-owned company directly. If it is on the lists, which is mostly trading and services, you either take a BOI or IEAT promotion exemption or apply for a Foreign Business Licence (FBL). Note that China is not inside treaty routes such as the Thailand–US Treaty of Amity, so Chinese-invested projects mainly rely on those two paths; check your specific industry case by case with the consulting team.
We are in manufacturing — is our shareholding still restricted?
Largely not, and you can design a wholly-owned structure with reasonable confidence. Manufacturing itself is usually not on the FBA restricted lists, and full or majority foreign ownership is lawful. Three things still deserve attention: a few light-industry BOI categories added a Thai shareholding condition from 2025; buying land to build a plant depends on BOI promotion status; and trading or service activities that extend beyond the plant have to be judged separately. For a specific project, check case by case with the consulting team.
We want to trade as well as manufacture — does that restrict the shareholding?
It is judged separately, and this is exactly where mixed activities go wrong. Manufacturing is not restricted, but trading is trading and manufacturing is manufacturing — retail, wholesale and brokerage or intermediary work mostly fall on FBA List 3, and to carry them on, a foreign-owned company either meets the capital threshold, obtains an FBL, or takes a BOI or IEAT exemption. Before mixing activities, run each one through the lists on its own, and check case by case with the consulting team.
Branch, subsidiary or representative office — which one?
Almost every industrial project coming to Thailand takes a subsidiary, a Thai-registered limited company: a separate legal entity, able to trade normally, and the standard vehicle for a BOI application. A branch is an extension of the overseas head office in Thailand, and liability runs back to the head office. A representative office is the lightest, but it can only liaise, not earn. All three carry tax filing obligations; which one to use should be checked case by case with the consulting team.
Can a representative office take orders and do business in Thailand?
No. A representative office is limited to non-profit-making liaison work — collecting market information, communicating between the head office and customers, after-sales support. It may not take orders, negotiate prices or sign sales contracts. To actually buy and sell in Thailand you need a subsidiary or a branch, and you have to settle the licensing. Which actions cross the line is worth checking case by case with the consulting team.
Does registered capital in Thailand have to be paid up?
Yes, but not all at once — at least 25% of the subscribed shares must be paid up at registration. Two points matter more. First, from 2026 the DBD is checking the reality of the contribution closely, and Thai shareholders have to use their own money and produce bank records. Second, capital is tied to work permits — a non-BOI company needs registered capital of at least THB 2 million for each foreign employee it hires. How to set the capital should be checked case by case with the consulting team.
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A few questions gets you a preliminary read, then you decide whether to go deeper.
中文版 · Chinese version