Can an Existing Thai Company Apply for BOI Promotion?

Short answer

If you are a foreign or mixed-ownership founder whose Thai company is already registered, the answer is yes, an existing company can apply. Nothing in BOI's published guide requires the applicant to be newly formed for an ordinary application. What changes is that you must show a defined promoted project inside a company that already has history: other income, other assets, perhaps other shareholders' expectations.

This guide covers what is different for a company that already exists. For the steps themselves, read the BOI application process. For whether your activity is on the list at all, read the BOI eligible business activities.

1. BOI promotes a project, not a company

Rule (BOI guide): the incentives are granted on the activity described in the promotion certificate. The corporate income tax exemption applies to net profit derived from the promoted activity.

Practical consequence: an existing company does not become "a BOI company". It becomes a company that holds a certificate for one project, next to whatever else it does. Income from outside that project is taxed in the ordinary way, and where the guide's activity conditions address shared assets (for example hospital equipment), they say revenue from non-project use must not be counted as exempt revenue.

Our practical advice: decide before you apply which products or services, which customers and which site make up the project. If you cannot draw that line in your accounts today, expect to build it.

2. New project or expansion of what you already do

BOI's guide distinguishes newly established projects from expansion projects. The one place where we can point to a written difference is the capital structure test: a new project must keep debt to equity within 3 to 1, while for expansion projects the ratio is considered case by case.

Beyond that, we found no single general definition of "expansion" in the guide. Some individual activities refer to expansion of existing projects or existing locations, and some special measures have their own definitions of "existing project" (an activity currently in operation, whether promoted or not). Those measures have their own conditions and should not be assumed to apply to an ordinary application.

Our practical advice:

• Ask the BOI officer, before you file, how they will treat the project: as a new project in an existing company, or as an expansion. Write down the answer.
• Whichever label applies, the criteria in force on the date you apply are what you are measured against, not the ones that applied when your company started.
• Describe what is new: new capacity, new product line, new process. A vague "we will grow our business" does not describe a project.

3. What happens to assets and income you already have

Machinery. The BOI guide requires new machinery, with limited allowances for imported used machinery by age, and requires a machinery performance certificate for used machinery. It also states that machinery import duty privileges run through an approved master list of machinery, with imports approved within 30 months of the promotion certificate being issued. Equipment you already own and installed is therefore not the same thing as equipment you bring in under the certificate.

What we could not confirm. We did not find, in the published guide or announcement text available to us, a rule saying how investment already made before you applied is counted toward the project's investment amount, or whether duty on machinery imported before approval can be recovered. Do not assume either way. Raise it with the BOI officer and get it in writing.

Income. BOI measures we reviewed start the tax exemption period from the date revenue is derived after the certificate is issued. Revenue before that is outside the exemption. Revenue from your other lines of business stays outside it permanently.

Our practical advice: do not order machinery or start building out the promoted line on the assumption it will be covered. Confirm treatment first, then commit.

4. Does the shareholding need to change?

Rule (BOI guide): for activities under List One of the Foreign Business Act, Thai nationals must hold not less than 51% of the registered capital. For activities under List Two and List Three there is no equity restriction under BOI's criteria, except as otherwise specified in other laws, and the Board may set foreign shareholding limits for particular activities.

Why it matters for an existing company: the company's current shareholders may not match what the promoted activity allows. Check three things:

1. Which Foreign Business Act list, if any, your promoted activity falls under.
2. Whether the existing business is itself lawful at the current shareholding. BOI promotion covers the project, not the rest of the company. For the licensing route, see foreign business licence.
3. Whether the investment amount, and the capital needed to support it, require new share capital. Changes to capital and shareholders are corporate changes in their own right; see company changes after registration.

Capital. The BOI general minimum is investment of 1 million baht, excluding land and working capital, unless the activity list says otherwise. Some knowledge-based activities use a minimum annual salary expense instead. A company with low registered capital may need to raise it so that the funding plan in the application is credible.

Our practical advice: if shareholding must change, do it so that it is settled before you file. A change in shareholders or structure after filing should be raised with the BOI officer, not left for the next report. The multi-founder shareholding guide covers the founder side.

5. Sequencing checklist

1. Assess the project. Name the activity, find it in the list, read its specific conditions.
2. Map what already exists. Contracts, licences, staff, machinery, revenue and customers that touch the promoted line.
3. Check the shareholding and capital against the promoted activity and the funding plan. Restructure if needed, and finish it before filing.
4. Separate the books. Set up the means to track promoted and non-promoted income from day one.
5. Hold off on irreversible spend (machinery orders, build-out) until you have confirmed with the officer how it will be treated.
6. File and attend the project briefing. Keep the story consistent with the company's existing filings and accounts. See BOI interview and evidence preparation.
7. After the approval letter: accept the resolution within 1 month and apply for the certificate within 6 months of acceptance, as in the BOI guide. Extensions exist, but do not plan on them.
8. Start operations under the certificate. Machinery duty privileges and the conditions that follow are in living with promotion after approval.

6. When a new company may be the better route

This is practical advice, not a BOI rule. BOI does not require it, and in many cases an existing company is entirely workable.

A separate company is worth considering when:

• the existing company has other business whose income you do not want entangled with the promoted project;
• the existing shareholders differ from those you want for the promoted project, and restructuring them is harder than starting fresh;
• the existing company carries liabilities, disputes or tax history you do not want attached to a project that will be scrutinised;
• the existing company's licences or foreign business status do not fit the promoted activity.

An existing company is usually simpler when the project is a genuine extension of its current activity, the shareholders already match, its accounts are clean, and moving contracts and staff would cost more than separating the books.

If you run promoted and non-promoted lines side by side, read the sibling guide on BOI and non-BOI activities in one company. If a buyer is acquiring a company that already holds a certificate, see buying a BOI-promoted company.

Red flags

• Machinery ordered or installed on the assumption it will be covered, without written confirmation.
• No way to separate promoted revenue in the accounts.
• Shareholding that does not fit the activity's Foreign Business Act list.
• An application describing "growth" rather than a defined project.
• A change of shareholders or scope after filing that nobody told BOI about.

Further reading

• BOI application process
• BOI eligible business activities
• BOI and non-BOI activities in one company
• Company changes after registration
• Living with promotion after approval

An existing company can apply, but only a defined project is promoted, so settle the project, the shareholding and the books before you spend or file.

We advise on BOI applications, shareholding and capital changes, and the corporate steps around them. Initial consultation is free — call +66 92 254 2045 or send us the details. See also company registration and changes and corporate secretarial services.

This guide is published by Suwanvara Law Firm — a Khon Kaen law firm established in 1986. General information only, not legal advice on a specific matter.