Why this question starts with the 49% figure
Most foreign investors have heard that "foreigners can hold no more than 49%." That figure comes from the definition of a foreigner in Section 4 of the Foreign Business Act B.E. 2542 (1999). It is not a ceiling that the law forbids you to exceed.
Section 4 treats a juristic person registered in Thailand as a "foreigner" when foreigners hold at least half of its capital. A company with 50% or more foreign ownership is therefore counted as a foreigner as a whole and must comply with the Act. A company with foreign ownership of 49% or less remains a Thai company.
Being a foreigner does not mean you cannot do business. It means that businesses listed in the schedules to the Act need a route the law recognizes. The right question is not "Can we hold 100%?" but "Which schedule is our business in, and which route is open to us?"
The three schedules to the Act
- Schedule 1: businesses that foreigners may not operate, with no way to apply for permission
- Schedule 2: businesses related to national safety, arts and culture, and natural resources. They require permission from the Minister with Cabinet approval, and Section 15 requires Thai shareholders to hold at least 40% (reducible to no lower than 25% where appropriate) and at least two-fifths of the directors to be Thai. This schedule is therefore not the usual route to 100% ownership.
- Schedule 3: businesses in which Thais are not yet ready to compete, including other services not exempted. They require permission from the Director-General of the Department of Business Development with the approval of the Committee
Most service businesses fall under Schedule 3. This is why service, consulting and trading companies with a foreign majority often run into problems. The details of classifying service businesses are explained in the guide to whether service and trading businesses need a foreign business license.
Route 1: The business is not listed in any schedule
If the business is not listed in any schedule, a company with 100% foreign ownership can register and start operating without a license under the Act. Many types of manufacturing fall into this group.
What you still must do is meet the minimum capital. Section 14 requires a foreigner starting a business in Thailand to have minimum capital of not less than THB 2 million, and not less than THB 3 million for a business that needs permission under the schedules. The capital must actually be brought in within the period set by ministerial regulation. The Department of Business Development monitors this.
The risk of this route is misclassification. A manufacturer with income from after-sales service, installation fees or sales of goods it does not make itself may have a part that falls under Schedule 3 without realizing it. Separate every revenue stream before concluding that no permission is needed.
Route 2: BOI investment promotion
If the activity is on the list of activities the BOI promotes and the project is approved, a company with a majority or entirely foreign shareholding can carry on that activity even if it falls under Schedule 2 or Schedule 3.
The legal mechanism. Section 12 of the Foreign Business Act requires a promoted foreigner to notify the Director-General of the Department of Business Development, who must issue a certificate within 30 days. The certificate holder is exempt from almost the whole Act, with only a few sections remaining, for as long as the promotion continues. A foreigner permitted under the industrial estate law can also use this section.
Limits on shareholding. According to the 2025 BOI guide, agriculture, animal farming and fishing that fall under Schedule 1 require Thai shareholders to hold at least 51%. Activities under Schedules 2 and 3 have no restriction unless another law imposes one, and the Board may set a proportion for certain types of activity.
What you gain beyond share ownership. These include tax privileges according to the activity group, the right to bring in skilled foreign workers and experts, and the right to own land under Section 27 of the Investment Promotion Act, which no other route offers.
What you must accept. The rights are tied to the promoted activity and to the conditions in the promotion certificate. Revenue from other businesses listed in the schedules is not protected, and if the promotion privileges are lost, the Section 12 certificate lapses with them. To see which activities qualify, read the guide to businesses eligible for BOI promotion, and for the steps, the guide to the BOI application process.
Route 3: Foreign business license (Section 17)
This route applies to Schedule 3 businesses that are not promoted, such as consulting services, management services or certain kinds of trading. The applicant is the company that is a foreigner, and the licensing authority is the Director-General with the approval of the Committee.
Statutory timeline. Section 17 requires the application to be considered within 60 days of filing. Once permission is granted, the license must be issued within 15 days. If permission is refused, the applicant must be notified in writing with reasons within 30 days.
What the decision-maker looks at. Not just whether the documents are complete, but whether the business benefits the country, for example through employment of Thais, technology transfer and the effect on Thai entrepreneurs. Applications that are broadly worded or describe the business unclearly usually need further clarification.
What you do not get. The license gives no right to hold land and no tax privileges, and it fixes the scope of the business. Expanding into another business in the schedules requires a new application.
Route 4: Thai-US Treaty of Amity (Sections 10 and 11)
Section 10 exempts businesses operated under a treaty to which Thailand is bound from the prohibitions in the schedules, and Section 11 requires the Director-General to issue a certificate within 30 days of receiving notification. The certificate also states the treaty conditions.
Who can use it. US citizens, and companies in which US citizens hold the majority and have control. The process starts with obtaining a nationality certification from the Commercial Section of the US Embassy, then taking it to the Department of Business Development to apply for the Section 11 certificate.
Businesses not covered. Communications, transportation, fiduciary functions, banking involving depository functions, the ownership or exploitation of land and other natural resources, and domestic trade in indigenous agricultural products.
How widely it is used. The Department of Business Development's 2025 annual report states that 124 Section 11 certificates were issued in 2025, and that almost all certificates under this section from 2000 to 2024 were for the Thai-US Treaty of Amity. The Thai-Australia Free Trade Agreement and the Thai-Japan Economic Partnership Agreement were used very little.
This route suits American companies in service businesses that do not meet the BOI criteria, because it does not require the Section 17 type of review of whether the business benefits the country. But the rights do not include land, and sector-specific laws continue to apply as usual.
The four routes in one table
| Business outside the schedules | BOI | Section 17 license | Treaty of Amity | |
|---|---|---|---|---|
| Who can use it | Foreigners of any nationality | Activities on the list the BOI promotes | Foreigners of any nationality | US citizens and US companies |
| Coverage | Only businesses not in the schedules | Only the promoted activity | The licensed business | Every business except the six groups the treaty does not cover |
| Document obtained | Normal company certificate | Promotion certificate and Section 12 certificate | Foreign business license | Section 11 certificate |
| Statutory timeline | No permission step | Certificate within 30 days after promotion | Decision within 60 days | Certificate within 30 days |
| Land ownership | No | Yes, under Section 27, for the promoted activity | No | No |
| Other privileges | None | Tax and duty privileges, foreign skilled workers | None | None |
Choosing a route: the questions we ask, in order
- Separate every revenue stream of the business, including revenue planned over the next few years, and decide which schedule each one falls under.
- If every stream is outside the schedules, you can register right away, provided the minimum capital under Section 14 is fully put in.
- If the core activity is on the list the BOI promotes, BOI is usually the best value, because you get share ownership, tax privileges, foreign skilled workers and land. But you must be able to accept the conditions of the promotion certificate.
- If the shareholder is a US citizen or US company and the business is not in the six excluded groups, the Treaty of Amity is usually faster and more certain than a Section 17 license.
- If none of the above fits, apply for a Section 17 license, preparing a clear case on benefit to the country.
- If no route is open, the lawful option is a joint venture with a Thai partner who invests real money and bears real risk, with a clear shareholders’ agreement.
Many companies use more than one route at the same time. For example, a factory that is already promoted and wants to sell goods in Thailand that it does not make itself may need a separate Section 17 license for that part. If you are planning to set up a company in Bangkok, see the scope of work at foreign company setup in Bangkok.
What is not an option: nominee shareholders
Having Thai nominees hold shares so that the company remains a Thai company is an offense under Section 36, for both the Thai nominee and the foreigner who consents. The penalty is imprisonment of up to three years, or a fine of one hundred thousand to one million baht, or both. The court orders the conduct to stop, and anyone who disobeys the court order faces a further fine of ten thousand to fifty thousand baht per day.
The more serious damage than the fine is loss of control of the company. The nominee’s name is on the shareholder register as the real shareholder. In a dispute, the secret documents made to control the nominee are usually unenforceable because their purpose is contrary to law.
Checklist before you decide
- Separate every revenue stream and decide which schedule of the Foreign Business Act each one falls under.
- Check whether the core activity is on the list of activities the BOI promotes, and whether there is a Thai shareholding condition.
- Check the nationality of shareholders at every level to see whether the Treaty of Amity conditions are met.
- Check the sector-specific laws that still apply, such as telecommunications, finance and insurance.
- Decide the land question first. If you must hold land, the route that gives the right is BOI.
- Set the minimum capital and the schedule for bringing the money in to match the route you choose.
- If there are several founders, put a shareholders’ agreement in place before you apply for permission.
Further reading
- Which businesses can apply for BOI promotion
- BOI application steps, from filing to receiving the promotion certificate
- Does a foreign client’s company need a foreign business license?
- Multiple foreign founders in a BOI company
- Guide to foreign investment in Thailand
- Services: BOI investment legal advice and foreign investors
- Services: Company and juristic person registration
- Services: Joint venture agreements and shareholders’ agreements
