Foreigners Doing Business in Thailand.

Overview

A Welcoming Market — With Firm Rules

Thailand is a welcoming destination for foreign investors and business owners. The government wants legitimate foreign capital. The message from Thai authorities is consistent: follow the law and you will be supported. Use illegal structures and the consequences can be severe.

Despite years of enforcement action, misinformation about foreign business ownership persists — and foreigners are still being offered structures that are non-compliant with Thai law.

The Core Problem

Nominee Arrangements Are Non-Compliant

The most common illegal structure is the nominee arrangement: Thai individuals hold shares in a company on behalf of a foreigner, giving the foreigner effective control over a business they are legally prohibited from owning directly.

Nominee arrangements are non-compliant with Thai law and expose both the business and the individual to serious consequences.

This is not a grey area. The Foreign Business Act prohibits foreigners from conducting restricted business activities without proper authorisation. Using Thai nominees to circumvent that prohibition is a direct violation, regardless of how the arrangement is structured or documented.

Legal Pathways

Three Compliant Ways to Operate in Thailand

None of the legitimate pathways involve nominees. All three provide genuine legal authority to conduct business activities in Thailand.

• Foreign Business Licence (FBL) — obtained from the DBD for restricted business activities listed under the Foreign Business Act.
• Permitted activities under the Foreign Business Act — some activities are not restricted at all and can be conducted without an FBL.
• Board of Investment (BOI) promotion — investment promotion that can grant exemptions from foreign business restrictions for qualifying projects.

Foreign Business Licence (FBL)

An FBL is issued by the DBD and permits a foreign company or individual to conduct restricted business activities listed under Annexes 2 and 3 of the Foreign Business Act. The application process requires demonstrating genuine foreign ownership, capital adequacy, and appropriate business plans. This is the most direct route for foreigners who want to operate in restricted sectors.

Permitted Activities

Not all business activities are restricted to Thai nationals. Annex 1 of the Foreign Business Act lists activities foreigners cannot conduct at all; Annexes 2 and 3 require an FBL. Activities outside these lists can generally be conducted without restriction. Understanding exactly which category your business falls into is the critical first step.

Board of Investment (BOI) Promotion

BOI promotion can grant qualifying businesses exemptions from foreign business restrictions, along with tax incentives and other benefits. BOI is particularly relevant for manufacturing, technology, and high-value service businesses. The application and approval process requires proper legal structuring from the outset.

Are You at Risk?

Warning Signs Your Current Structure May Be Non-Compliant

• You control a business in Thailand as a foreigner but hold no Foreign Business Licence.
• The business activity is restricted under the Foreign Business Act and you do not have BOI approval.
• Thai shareholders hold shares on your behalf rather than as genuine investors.
• The Thai shareholders have no real interest in, or control over, the business.
• You have been told this is 'standard practice' or 'what everyone does.'

Fixing a Non-Compliant Structure

How to Correct Your Structure Properly

If your current structure is not compliant, the only responsible course of action is to correct it properly — not just on paper, but in substance. There has been an increase in companies offering quick fixes at high prices. Many of these solutions simply replace one risk with another.

• Obtain a full legal review of your current structure — not from the adviser who set it up.
• Understand what activities you are actually conducting and whether they are restricted.
• Determine which compliant pathway (FBL, FBA permitted activity, or BOI) is appropriate.
• Restructure in substance — genuine ownership, genuine control, correct documentation.
• Do not accept surface-level fixes that look compliant on paper but continue the same arrangement in practice.

A compliant structure must reflect genuine ownership, genuine control, and legal alignment with Thai regulations. Surface-level restructuring that maintains the same underlying arrangement carries the same legal risk as the original structure.

The Bigger Picture

Thailand Remains a Strong Business Destination

None of this should discourage legitimate investment. Thailand offers real opportunities for foreign businesses operating legally — strong infrastructure, a strategic location, a growing consumer market, and a government that actively promotes qualified foreign investment through the BOI.

The requirement is simply to approach it correctly. Every solution Lawyers for Expats Thailand provides is fully compliant with Thai law. There is no circumvention — only clear, lawful pathways designed to protect both your business and your personal position.

Be safe. Be legal. Have the right support by your side.

Speak with Our Team

We structure and correct foreign-owned businesses to be compliant in substance.

Independent review of an existing structure, FBL and BOI applications, and proper restructuring where a nominee arrangement is in place.