BOI & Foreign Investment Lawyers in Thailand
Promotion is not the finish line — the conditions attached to it run for years afterwards
Promotion is not the finish line — the conditions attached to it run for years afterwards
Investors tend to focus on whether promotion can be obtained. The harder question is what the promotion requires afterwards: the conditions, the reporting, and the consequences if the business changes shape in a way the approval did not contemplate. We advise on whether an activity is likely to qualify, on the application itself, and — more often than people expect — on companies already holding promotion that have drifted from what was approved. Alongside that sits the ordinary structuring work: shareholding, capital, and how profit will actually move back out.
Service Scope
Define the activity before choosing the structure
Whether a business may be foreign-majority, whether promotion is available, and what conditions attach all follow from what the company will actually do. Founders frequently settle the shareholding first and describe the activity afterwards, which is the wrong order — it produces structures that work for the business plan on paper and not for the one the company ends up operating. Establishing the activity precisely is the step that makes the rest answerable.
What promotion carries with it
Promotion can relax foreign-shareholding limits, provide tax privileges, ease land entitlements for the promoted activity, and route visas and work permits through a faster dedicated channel. Each of those comes with conditions to be maintained and reported on. The privileges are real; so is the obligation to keep operating within the scope that was approved, which is where companies most often drift without noticing.
Plan the way out at the same time as the way in
How profit returns to the parent — as dividends, service fees, royalties or interest — should be settled at structuring rather than improvised in year three. Each route is treated differently, each depends on documentation showing commercial substance, and relief under a treaty depends on formalities completed in advance. Structures built without that in view tend to work until the first examination.
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Frequently asked questions about Foreign Investment Law
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Further reading
Everything foreign investors need to know about doing business in Thailand — entity types, BOI, FBA, work permits, taxes, and pitfalls. 4,000+ words from a 39-year Thai law firm.
22 min readForeign Investment GuideA promotion protects the company, not the founders from each other. What promotion does and does not cover when several foreign shareholders are involved, the shareholders'-agreement questions the timetable forces you to settle before filing, and which choices become irreversible.
9 min readForeign Investment GuideBefore you incorporate, someone has to decide what your company actually does. The classification interview we run, the four routes a service or trading business realistically chooses between, and what a formation agent offering you a Thai 51% is really selling.
11 min readForeign Investment GuideCash gets trapped in Thai subsidiaries for structural reasons decided at incorporation, not banking ones. The debt-versus-equity choice you cannot cheaply reverse, where IP should be owned before the brand has value, the substance behind any charge to the Thai entity, and how these structures fail.
10 min read