BOI for SaaS Founders: Overseas IP, Thai Development and Client Revenue

The core answer

This guide is for founders whose product and code are owned by an entity outside Thailand, whose engineers are spread over several countries, and whose customers are mostly foreign. BOI promotion can still fit, but only if a real software business is carried on by the Thai company. It is not a way to attach a tax exemption to income that is earned and contracted elsewhere.

The rule (BOI). The software activity (item 8.1.1, development of software, digital platform or digital content) requires a development process in Thailand as stipulated by the BOI Office, plus a minimum annual spend on Thai IT personnel hired after the application. It does not cover retail or wholesale sales.

Our practical view. Decide three things before you approach BOI: what the Thai company will own or control, who will contract with customers, and how money will move between the group entities. Everything else follows from those answers.

For the activity categories, the exemption cap and the IBC route, read the BOI software, digital and IBC guide first. This guide does not repeat it.

1. What must actually happen in Thailand?

According to the BOI Guide to the Board of Investment 2025, the conditions for software development include:

• Thai IT personnel cost. The project's "investment capital" is measured by salary expenses for Thai information technology personnel who are additionally employed after applying and/or temporarily employed, at not less than 1,500,000 baht per year. Staff already on your payroll before the application do not count towards this.
• Development in Thailand. The project must have its software, platform or content development processes in Thailand, in the form the Office stipulates. The published list does not spell out how this is measured. Ask the BOI officer, and ask for the answer in writing or in the meeting record.
• No retail or wholesale. Reselling other people's licences or products is outside the activity.
• Timing. Full operation within 12 months of the certificate being issued, with no extension of that deadline.

The lesson for SaaS founders is the first two points together. A Thai entity that contracts out the engineering to the parent, and keeps only sales support or finance staff, does not look like a development project. A Thai team that designs, builds, tests and releases product features does.

A related category, item 8.1.2, covers modification of software, platforms or content. It sits in a lower incentive group and has its own conditions, so check which one describes your product before you choose.

2. Must the Thai company own the IP?

We found no published BOI condition that says the promoted company must hold legal title to all intellectual property. We also found no rule saying it may simply be licensed in. Treat this as an open question to resolve with the BOI Office, not an assumption either way.

The reasoning that BOI officers and the Revenue Department are likely to follow is practical:

1. Who creates the value? If the Thai team writes the code, then someone must own it. Without an assignment, Thai copyright in software written by employees may not sit where you assume. Check the employment contracts and any contractor agreements.
2. Where is the title today? If the parent already owns the product, the Thai company needs either a licence to develop and commercialise it, or a clear agreement on who owns what Thai staff write in future.
3. How is the Thai work paid for? A licence-in structure with a royalty to the parent, and a cost-plus charge from the Thai company to the parent, produce very different Thai profit figures.

Whatever model you choose, document it. See our guide on brand and trademark ownership when setting up a Thai company for the ownership mechanics that apply equally to code and brand.

3. How does revenue from foreign clients flow?

There are two broad models.

Model A, the Thai company contracts directly. The Thai company signs customer contracts, invoices and collects the money. This is the cleanest fit for a promoted project because the revenue is plainly the Thai company's, and it can be tied to the promoted software or platform. The group must then decide how the parent is paid for any IP it licenses in.

Model B, intercompany service or licence. The overseas parent contracts with customers, and the Thai company provides development services to the parent for a fee. Here the Thai company's revenue is a service fee from a related party. That can be legitimate, but it is a different business from selling software, and the question is whether that fee income is the income the promotion is meant to cover.

Our practical advice. If you intend to claim the promotion on the software business, plan for Model A, or a hybrid with a clear explanation for each customer type. Present Model B only if the BOI project description says plainly that the Thai company is a development centre serving the group, and only after you have tested that against the activity category you are applying under.

4. What does the incentive cover, and what does it not?

The rule (BOI Guide 2025). For this activity, the group of incentives is A2: an 8-year corporate income tax exemption with a cap, plus the non-tax privileges such as permission to bring in skilled foreign workers and to own land. The cap equals 100% of the actual expenditure, in the year the exemption is used, on Thai IT salaries for staff added after applying, temporary Thai IT staff, IT training, and first-time ISO 29110 or CMMI certification.

What follows from that:

• The exemption relates to profit from the promoted project, and it is capped by what you spend on Thai people and training. It is not a general holiday on all group profit.
• Income outside the promoted activity is taxed normally. That includes hardware, installation, resale of others' products and general consulting.
• Income that cannot be shown to come from the promoted software or platform is at risk when the Revenue Department or BOI looks at the accounts. Our guide on living with promotion after approval explains why the separation has to exist from the first month.

5. Transfer pricing and related-party points, at a high level

When the overseas parent and the Thai company deal with each other, Thailand expects related-party transactions to be priced as independent parties would price them. Royalties, development fees, cost sharing and management charges all fall under that heading. Confirm the current documentation and disclosure requirements on the Revenue Department website at rd.go.th, or with your tax adviser, because we have not set out any threshold here.

Practical points:

• Put the intercompany agreement in place before money moves, not after the first audit letter.
• Be consistent: the way the BOI application describes the Thai company's role should match the intercompany contract and the Thai tax filings.
• A Thai company that earns a thin cost-plus margin for real engineering work and claims a large exemption is a pattern that invites questions.

6. Red flags that the structure is a mismatch

1. The Thai entity is just a cost centre. It employs developers but earns no revenue of its own and has no control over the product roadmap.
2. Code ownership is unclear. Nobody can say who owns what Thai staff have written, because there are no assignments or licences.
3. The parent signs every customer contract. The promoted company has no customers to point to.
4. Thai staff are hired before the application. Staff on payroll before applying do not count towards the Thai IT personnel cost.
5. The BOI project description says one thing and the group operates another. The mismatch surfaces at the interview, the audit or the first annual report.
6. No separation in the books. Revenue, costs and headcount for the promoted activity cannot be isolated.

7. Pre-application checklist

1. Write one page describing what the Thai team builds and how the product is released.
2. Map the IP chain: who owns the code today, and who will own what Thai staff create.
3. Decide the contracting model, A, B or a hybrid, and draft the intercompany agreements.
4. Plan Thai IT hires after the filing date, and the training spend you intend to claim.
5. Set up the accounting so promoted and non-promoted income are separate from day one.
6. Check shareholding and founders' roles; see multiple foreign founders in a BOI company.
7. Confirm the exact activity wording, development condition and revenue treatment with BOI and your tax adviser.

Further reading

• BOI software, digital and IBC guide
• Which business activities qualify for BOI
• Living with promotion after approval
• Running BOI and non-BOI activities in one company
• Preparing for the BOI interview and evidence

A BOI project attaches to a software business the Thai company really runs, so settle who owns the code, who signs the contracts and where the work is done before you file.

We advise foreign software founders on BOI structure, intercompany agreements and Thai set-up. Initial consultation is free — call +66 92 254 2045 or send us the details. See also contracts and documents and accounting and tax compliance.

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.