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…
Not either-or. The IEAT Act and the Investment Promotion Act are two separate legal regim…
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, but one precondition has to be settled first. Producing to your own drawings, formula or method and selling goods you have produced yourself is not on the FBA restricted lists, and full or majority foreign ownership is lawful; taking contract manufacturing work to drawings or specifications set by the customer is characterised as a service business and needs its own licence. Three further things 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 produce to our parent's drawings in Thailand — does that still count as manufacturing?
The character of the business may be entirely different, and this is the line most often skipped. Producing to your own drawings, formula or method and selling goods you have produced yourself is manufacturing and sits outside the schedules annexed to the Foreign Business Act; taking contract manufacturing work to drawings or specifications set by the customer is characterised as a service business falling under item (21) of List 3, and a foreign company needs the permission of the Director-General of the Department of Business Development (DBD) with the approval of the Foreign Business Committee (DBD Foreign Business Administration Division, August 2026 rulings, No. 9). A good many Chinese-invested “Thai factories” are in substance in-group contract manufacturers, and this point alone can change whether a licence is needed. Whether it can be combined with the notification-based waiver under promoted status is something we have not been able to verify in published text, so 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.
Is locating inside an industrial estate the same as getting BOI promotion?
It is not. The Industrial Estate Authority of Thailand (IEAT) Act and the Investment Promotion Act are separate pieces of legislation with different legal sources, even though a number of their benefit clauses read almost the same way once placed side by side: land ownership inside the estate (IEAT Act / Section 27 of the Investment Promotion Act), bringing in foreign technicians and experts (IEAT Act / Section 25), and remitting foreign currency all line up as matching pairs, and the two routes stand on their own without depending on each other. But there is one thing the IEAT Act does not give: corporate income tax exemption is not on its list of benefits at all, and BOI promotion is the only route to it. That is exactly why the two regimes are usually worth considering together rather than as a choice between one or the other. Note also that a general industrial zone and a free zone sit at entirely different levels of benefit — which kind of zone a site falls in needs settling before the lease is signed.
Once we are inside a free zone, are imported materials exempt for good?
It is a deferral, not a permanent exemption. Goods brought into a free zone can be exempted in one go from special fees under the investment promotion law, import duty, VAT and excise tax — wider ground than Section 28 of the Investment Promotion Act, which exempts import duty only. But if the processed goods are taken out of the free zone for sale or use inside Thailand, all of those become payable in full, and the clawback covers more than the original imported materials: it extends to the finished products, by-products and other output made inside the zone. That is the same logic as Section 36, which exempts raw materials only to the extent they are used for export — a free zone exempts exports, not domestic sales. A free zone pays off for a line that is mostly export-facing; a project mixing domestic and export sales needs a materials-management system that can separately track and settle the domestic portion, or the accounts will not reconcile when goods leave the zone.
Our business cannot be foreign-controlled — is a nominee the only way round it?
No, and the Foreign Business Act itself leaves three exemption routes, none of which is a nominee. Promotion status is the main one: a foreign person who has obtained investment promotion, or written permission under the industrial estate legislation for export trade or industry, and whose business falls in the second or third schedule, only needs to notify the department and obtain a certificate rather than apply separately for an ordinary business licence; once the promotion certificate or permit has been verified the certificate must be issued within 30 days of receiving the application, and for the duration of that promotion or permit the restrictions of the Act are lifted (the statute lists a small number of provisions that remain). Treaty-based eligibility works through the same notification-and-certificate mechanism with the same 30-day period, and another statute taking precedence is the third. An adviser who can point to that mechanism and that period, rather than saying only that BOI has incentives, is working at a different level of reliability.
We qualify under a treaty — does that cover buying land as well?
No, these are separate questions. The treaty exempts restrictions on shareholding in the business, not the restriction on land ownership — holding land requires its own route. Whether the treaty route is even available depends on whether an agreement exists between Thailand and the parent company's home country, and Chinese investors generally do not qualify. More to the point, the three routes are a sequence, and taking them out of order is what produces the nominee arrangement: first establish where the business falls (general manufacturing outside the restricted schedules — production to your own drawings with sale of goods you produced yourself — can usually be wholly foreign-owned in the first place, which makes a nominee entirely unnecessary); then look at the promotion route; then at treaty eligibility and sector legislation. Only if none of the three works does the conversation turn to joint venture design, and that means arranging control through the articles, the board and a shareholders' agreement, not through a name on a share register.
What does registering a company in Thailand now take that it did not before?
Verification has shifted from the form of the documents to the substance of money and control, and four checks have tightened together over the past year: stronger registration verification (proposed late 2025), source-of-funds verification on shareholder contributions (effective early 2026), scrutiny of changes to authorised signatories (effective mid-2026) and mandatory online registration (from mid-2026). The source-of-funds check bears most directly on Chinese-invested companies — who actually paid, and whether the path can be explained, becomes a question at registration rather than one raised long afterwards. So assemble the contribution evidence chain in advance (source of funds, remittance path, and how they correspond to the shareholder) and settle the signatory arrangement once: who may bind the company, sole or joint signature. The effective dates, scope and documents required are as currently published by the Department of Business Development (DBD).
Can we register the company first and adjust the shareholding later?
That has become riskier. Changes to signatories and shareholders are themselves under scrutiny, so a later adjustment is no longer a formality, and mandatory online filing means every registration and every change sits in the system, which makes inconsistency between them easier to see. One point is often missed: this kind of detection does not only happen at the moment of registration — later changes, annual filings and other steps can trigger it, and nobody having asked at the time is not the same as the matter having been settled. The right order is to settle the structure, then register: whether the business falls in the restricted schedules, whether to take the promotion route, and how control is to be arranged all belong before registration rather than after it.
What is the actual difference between the three restricted lists?
They are not three degrees of the same restriction — each is a different gate. List 1 is prohibited outright: foreigners may not operate these at all and there is no room for exemption, with promotion status and treaty benefits not reaching this list (newspapers and broadcasting, parts of farming, forestry and fishing, extraction of Thai herbal medicines, trading in antiques, dealing in land). List 2 requires cabinet-level approval: activities touching national security, culture and tradition and natural resources, usually with requirements on the Thai shareholding percentage and the number of Thai directors as well (arms and ammunition, domestic transport by land, water and air, antiques, artworks and traditional handicrafts, mining, timber processing). List 3 needs a licence: the broadest list and the one Chinese-invested companies land in most often (accounting, legal, architectural and engineering services, construction, brokerage and agency work, wholesale and retail, advertising, hotels, restaurants), and some activities on it carry an exception tied to a minimum investment or capital threshold, where a business meeting the threshold may be exempt from applying separately for a licence. Which list your business falls in has to be checked line by line against your specific business description and your registration.
Our registered scope was clean at registration — does it need checking again?
Yes. A business scope that was clean at registration is not clean forever: expansion, adding an activity, or extending from manufacturing into trading or after-sales service can each touch a list for the first time, and by then the company is already trading, so fixing the structure costs far more than getting it right beforehand. Wholesale and retail is the one to watch — plenty of manufacturers drift into it by starting to sell directly to local customers or to distribute other group products, and how a given format is classified (a standalone store, a counter, a shop-in-shop, an online platform) is open to interpretation and has to be assessed case by case. The practical method is to list every activity you expect to carry out over the next two or three years, not only what you do today, check each one against the lists, and for anything restricted decide between the licence route, the promotion route, or redrawing the boundary of the activity itself. Run that check once before registration and again each time before you add an activity.
Our promoted category is not among the six — does the land privilege survive?
Not on that basis. Withdrawal of the land privilege is not written only in that one announcement — it is also written into the condition column of individual entries in the activity list. Entry 8.1.2 in the guide currently in force (software, digital platforms and digital content upgrading) is not among the six, yet its condition column states expressly that no permission to own land will be granted for the operation of the promoted activity. And one of the six, ferrous metal products and parts (5.4.11.2), was later replaced in full by an announcement of January 2026 which moved the same land restriction into that entry's own condition column — watch one announcement only and what you are reading is not the current position. What you actually have to do is read the condition column of every entry you are applying for, in the announcements and the guide currently in force. This matters especially where supporting entries are applied for at the same time: if any one of them carries a land restriction in its condition column, the land plan for the whole entity has to be redone.
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A few questions gets you a preliminary read, then you decide whether to go deeper.
中文版 · Chinese version