100% foreign ownership in Thailand: FBL, BOI or Treaty of Amity?

Yes — a foreigner can own 100% of a Thai company. Not through loopholes: Thai law itself provides the routes. BOI promotion opens restricted activities to investors of any nationality whose business fits a promoted investment category. The US-Thai Treaty of Amity opens most sectors to US citizens as a matter of right. The Foreign Business License (FBL) is the residual route — a discretionary permission from the Ministry of Commerce for businesses that fit neither of the first two.

Those are the three routes most foreign investors meet, and the three this article compares. They are not the only ones the law recognises: the Foreign Business Act also gives effect to rights under other treaties and international obligations, and to permissions granted under the Industrial Estate Authority of Thailand legislation.

The right route depends on your nationality, activity, and how you weigh speed and certainty against incentives. An American consultant will usually choose the Treaty route and, on comparable files, be trading in about 6–8 weeks. A software company that fits a BOI category will usually pursue BOI promotion and receive a tax holiday along the way. A non-US owner of a restricted service business with no BOI fit has one route left — the FBL, the hardest of the three.

Before choosing a route, check whether you need one at all: most manufacturing is not restricted under the Act and can be 100% foreign-owned with no licence, certificate or promotion. One option is never lawful: Thai nominee shareholding, which is a criminal offence under active enforcement in 2026. We come back to that at the end.

Is foreign ownership in Thailand capped at 49%?

Not as a general rule. The Foreign Business Act B.E. 2542 (1999) imposes no universal 49% ceiling. Section 4 classifies a company registered in Thailand as a "foreigner" once foreigners hold half or more of its capital — which is why restricted businesses that need to stay Thai under the Act keep foreigners at 49% and Thais at 51%. That classification only bites where the company carries on an activity in one of the Act's three annexed lists, or one restricted by another law. A foreign company may not operate the listed activities without permission:

• List 1 — closed. Nine businesses, including land trading, rice farming, forestry from natural forests, livestock farming, fishery in Thai waters, extraction of Thai medicinal herbs, trading in Thai antiques, the making of Buddha images and monk alms bowls, and the press and broadcasting. Section 8 bars foreigners outright, and no FBL is available under the Act for a List 1 activity.
• List 2 — Cabinet-level. Businesses touching national security, Thai arts and culture, or natural resources — domestic transport, arms, Thai silk, mining. Where a company operates one of these under the Act's own List 2 structure, Section 15 requires at least 40% Thai shareholding (reducible to not less than 25% with Cabinet approval) and Thai nationals as two-fifths of the board. Those conditions attach to the List 2 licence, not to every BOI project.
• List 3 — committee-level. Twenty-one categories where Thai business is deemed not yet ready to compete: accounting, legal, architectural and engineering services, construction, advertising, hotels, the sale of food or beverages, retail and wholesale below the Act's capital thresholds — plus a residual category, List 3(21), best rendered in English as "other service businesses".

That residual category is what surprises founders: many services sold inside Thailand fall within it. Classification turns on the nature of the activity, the exemptions available and any sector-specific law, which makes it a question to settle before incorporation rather than after. Operating a restricted activity without permission carries up to three years' imprisonment and a fine of THB 100,000 to 1,000,000 under Section 37, plus a court order to stop.

Which activities are not restricted at all?

The lists are exhaustive for the purposes of the Act, and plenty of real businesses fall outside them — though a sector-specific law may still restrict an activity the lists do not. Most manufacturing is unrestricted: a factory in Thailand generally needs no FBL, promotion or treaty cover to be 100% foreign-owned, although certain manufacturing activities are expressly restricted and have to be checked against the lists. The export of products a company manufactures itself is also often outside them.

Export-trading, brokerage, agency, wholesale and distribution models need separate classification, because several of those activities sit in List 3 in their own right. Having customers abroad is not itself an exemption — what matters is the activity the company carries on in Thailand.

Retail and wholesale escape List 3 on capital: retail is restricted where total minimum capital is under THB 100 million or the minimum capital of each shop is under THB 20 million, and wholesale where the minimum capital of each shop is under THB 100 million. Hotel management — unlike the hotel business itself — is expressly carved out of List 3(17).

A wholly foreign company in an unrestricted activity is set up through the ordinary company registration process. Two requirements remain: the Act's minimum capital under Section 14, which cannot be prescribed below THB 2 million for a foreign company and is subject to the applicable ministerial regulations, plus any sector-specific licences (factory, FDA and so on). Classification is the step to get right — bolt one restricted service onto an unrestricted core and the Act bites again.

Route 1: BOI promotion — ownership plus incentives

BOI promotion is activity-based and nationality-blind. The Board of Investment grants a promotion certificate for a specific activity on its published list — from manufacturing to software, R&D and many services. For a promoted project, the BOI's 2026 guide states that List 2 and List 3 activities carry no foreign-equity restriction except as otherwise specified in other laws, and the Board may still set a foreign-shareholding limit for a particular activity. List 1 activities require at least 51% Thai shareholding even under promotion.

• What you get: a corporate income-tax exemption set by activity tier — 10 to 13 years for A1+ projects, eight years for A1 and A2, five for A3 and three for A4, with Group B receiving no basic CIT exemption at all; import-duty exemptions on machinery; permission to own land for the promoted activity under Section 27 of the Investment Promotion Act, subject to BOI conditions; and skilled workers and experts admitted under Sections 25–26, a different mechanism from the ordinary employment-based extension of stay.
• What it takes: the activity must fit a current BOI category and its conditions; minimum investment is typically THB 1 million excluding land and working capital, unless the relevant activity prescribes another threshold — some knowledge-based activities apply a Thai salary test instead.
• Timeline: BOI's published consideration periods run from the date the application is complete — 40 working days for projects up to THB 200 million, 60 working days above that, and 90 working days over THB 2 billion. The applicant must accept the resolution within one month, then apply for issuance of the promotion certificate within six months of acceptance; BOI states a 10-working-day issuance period once the form and supporting documents are complete. A Foreign Business Certificate from the DBD follows before operating.
• The trade-off: the heaviest ongoing obligations of the three — machinery and implementation deadlines, BOI-specific accounting, e-monitoring and the annual performance report.

Route 2: the Treaty of Amity — the American exception

The 1966 Treaty of Amity is nationality-based: US citizens, and qualifying US-majority companies, receive national treatment in most Thai sectors. An Amity company operates restricted activities without discretionary approval — it is certified, not licensed. US ownership has to satisfy the certification requirements, which include tracing ownership where corporate shareholders sit in the chain. A US permanent resident who is not a US citizen does not qualify merely by holding a green card.

• What you get: up to 100% US ownership in most sectors, and a Foreign Business Certificate issued as an entitlement once qualification is proven.
• What it does not cover: six reserved sectors — communications, transport, fiduciary functions, deposit-taking banking, exploitation of land or natural resources, and domestic trade in indigenous agricultural products. Sector-specific and professional-licensing laws continue to apply on top of the Treaty.
• Capital and fees: THB 2 million if the activity is unrestricted, THB 3 million per restricted activity; the calculation and the schedule for bringing that capital in follow the regulations current when you file. FBC fees are THB 2,000 on application plus THB 20,000 on issuance.
• Timeline: there is no published service standard for the route as a whole. In our experience the certification stack — US Commercial Service letter, then the FBC — runs about 4–6 weeks, and 6–8 weeks all-in including incorporation. Both are practical estimates, not legal deadlines.

On the board, our own planning assumption is that a majority of the directors who can bind the company should be US citizens. That is a conservative structuring practice rather than a rule stated in the Treaty, and the position is more involved where third-country directors are used — check the current US Commercial Service and DBD checklists before fixing the board.

The Treaty carries no tax holiday, no land rights and no immigration privileges. The full qualification tests, two-step certification and 2026 state of play are in our Treaty of Amity guide.

Route 3: the Foreign Business License — the discretionary route

The Foreign Business License is the Act's own permission mechanism — the route left when no exemption applies. For List 3 the licence comes from the Director-General of the Department of Business Development (DBD) with the Foreign Business Committee's approval; List 2 needs the Minister of Commerce with Cabinet approval. There are no published qualifying categories. Each application is assessed under Section 5 on what it offers Thailand: the effect on national economic and social development, public order, employment, technology transfer, research and development, and the competitive impact on Thai business. In practice, applicants set out to evidence those Section 5 factors explicitly, activity by activity.

• Minimum capital: not less than THB 3 million per restricted activity under Section 14, or 25% of the project's estimated average annual operating expenditure over its first three years, whichever is higher. How the capital is provided depends on the entity: a Thai-incorporated company shows registered and paid-up capital, while a foreign juristic person operating through a branch brings the money in from abroad on the prescribed remittance schedule.
• Government fees: THB 2,000 on application, plus a licence fee scaled to registered capital under the Act's fee schedule — THB 20,000 to 250,000 for List 3, THB 40,000 to 500,000 for List 2.
• Timeline: Section 17 sets a 60-day consideration period, and it runs from a complete application, not from the day preparation starts. The licence then issues in about 15 days under the DBD's published service standard. Measured from first submission, files commonly run 60–90 days, 120 or more in complex cases, and about 3–4 months all-in — practical estimates from experience rather than entitlements. A refusal can be appealed to the Minister within 30 days.
• Once granted: the licence does not ordinarily require annual renewal and continues while the business does, subject to its conditions, to suspension or revocation, and to continuing compliance. Conditions are set case by case and may cover capital, staffing or reporting.

The regime is loosening at the edges. On 12 May 2026 the Cabinet approved draft subordinate legislation under the Act that would remove the licence requirement from a first set of activities, reported to include intra-group administrative, HR and IT services. Cabinet approval of a draft does not itself make an exemption effective — check the Royal Gazette and current DBD guidance immediately before filing. As of August 2026, the FBL remains the rule where no exemption applies.

FBL or FBC: which document does your company actually get?

The two are often confused, and the distinction determines how certain the outcome is. A Foreign Business License is discretionary: you ask for permission you have no right to receive, and refusal is a realistic outcome. A Foreign Business Certificate confirms a right you already hold — under the Treaty of Amity or through BOI promotion. You notify the DBD rather than persuade it, and Section 11 requires the certificate to be issued within 30 days of a complete qualifying notification. Amity and BOI companies both finish their setup with an FBC; only a company with no exemption applies for an FBL.

How do the three routes compare?

• Basis of qualification: BOI turns on what you do, Amity on who you are, the FBL on what Thailand gains from your project.
• Certainty: Amity is an entitlement if you qualify; BOI is decided against published criteria, so fit can be assessed in advance; the FBL is discretionary with no guaranteed outcome.
• Minimum capital: BOI typically THB 1 million of investment excluding land and working capital; Amity THB 2 million, or THB 3 million per restricted activity; FBL THB 3 million per restricted activity or the 25%-of-expenditure test if higher.
• Government fees: the FBC costs THB 2,000 plus THB 20,000 whichever exemption it certifies; the FBL, THB 2,000 plus a capital-scaled fee from THB 20,000 (List 3) or THB 40,000 (List 2).
• Speed: the only published windows are BOI's 40–90 working days to a decision from a complete application and the Act's 60-day FBL consideration period. On practical estimates, Amity is usually quickest at 6–8 weeks all-in and an FBL commonly lands at 3–4 months; BOI is slower end to end, but with incentives at the end of it.
• Ongoing burden: BOI is the heaviest (deadlines, reports, BOI-specific accounting); the FBL carries licence conditions; Amity asks mainly that US-majority ownership never lapses.

What else must you plan for?

• Land: of these three routes, only BOI promotion confers a right to own land, and only for the promoted operation, subject to BOI conditions. An Amity or FBL company remains foreign under the Land Code — the lawful alternatives are leases, superficies or a condominium within the foreign quota.
• Work permits: company ownership status does not by itself authorise a foreign director or employee to work in Thailand. Foreign personnel need the immigration status and the work authorisation that fit their circumstances, and the two are separate documents. BOI-promoted personnel go through the BOI's own facilitation. Outside BOI, an ordinary one-year employment-based extension of stay requires the employer to satisfy Immigration Bureau criteria — in practice THB 2 million of paid-up capital and four Thai employees per foreigner — which is a condition of that extension, not a statutory requirement attaching to every work permit.
• Sector licences and tax: none of the three replaces sector-specific licensing (FDA, tourism, recruitment and the rest), and only BOI changes your tax position — Amity and FBL companies pay corporate income tax at the standard rate of 20%, subject to the SME and other special regimes.

Which route should you choose?

• US citizen running a service, consulting, trading or tech business: the Treaty route gives the most certainty, because qualification is an entitlement rather than a discretion, and on our files it is usually the quickest as well — take BOI instead only if incentives or land rights genuinely matter.
• Any nationality, activity on the BOI list, incentives wanted: BOI promotion — the longer process buys a tax holiday, land rights for the promoted operation and easier expat hiring.
• Restricted service business, non-US owners, no BOI fit: the FBL is the remaining lawful route — get an honest feasibility read before committing, because this route is discretionary.
• Unrestricted activity (manufacturing, own-product export): no route needed — register 100% foreign directly, and confirm the classification first.

The routes are not necessarily mutually exclusive: some US investors hold Amity status and BOI promotion at the same time, using each for what it does best. Confirm the right certificate and status treatment for the particular project before assuming both can run together.

Why nominee shareholding is not a fourth route

Putting shares in Thai names so that a foreigner can carry on a business the Act restricts is not a structuring technique — it is an offence for both sides. Section 36 reaches the Thai national who holds shares or assists the business on behalf of a foreigner in order to circumvent or violate the Act, and the foreigner who takes part in or consents to the arrangement: up to three years' imprisonment and/or a fine of THB 100,000 to 1,000,000, plus daily fines of THB 10,000 to 50,000 if the arrangement continues after a court orders it stopped. Foreign funding, shareholder loans or preferential rights are not automatically an offence — the question is whether the Thai shareholder is acting on the foreigner's behalf to get around the Act, and that is a question of fact.

Enforcement is not theoretical. In May 2026 the government announced expanded cross-database matching and technology-based screening of foreign-business and nominee structures, and reported 6,551 foreign juristic persons that may be operating a restricted business without permission — a count of suspected unlawful operators, not the size of the pool being screened. Separately, Central Registrar Order No. 2/2569 has since 1 August 2026 required Thai shareholders to evidence the source of their subscription funds — three months of bank statements, a prescribed investment explanation letter, and a statement for the account that received the payment — on the incorporations the DBD has singled out: with a foreign minority shareholder, or with no foreign shareholders but a foreigner holding sole or mandatory joint signing authority as a director. A covered amendment calls for an investment confirmation letter instead.

How these structures unravel — and how to fix one — is set out in our guide to nominee structures. If a lawful route exists, use it; if none fits, restructure the plan, not the shareholder list.

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This article is general guidance — not legal or tax advice. If you'd like a scoped opinion on how it applies to your specific situation, contact our team.