Business in Thailand · no nominees
Own 100% of your Thai company — legally, with no nominees
We check your activity against the Foreign Business Act and prepare your application: FBL, BOI or the US Treaty of Amity.
- Foreign Business Licence: by law, the DBD decides within 60 days
- BOI or US treaty certificate: within 30 days by law
- Minimum capital and government fees worked out before you apply
20+ years in ThailandEnglish · Русский · ไทย

A Sabai Legal lawyer will reply — in English, Russian or Thai
Why 49/51 with nominees no longer works
1 August 2026
- 01
A nominee shareholder is a criminal case.
Up to 3 years in prison, a fine of 100,000 to 1,000,000 THB, or both. Both the Thai nominee and the foreigner who allows it are liable.
- 02
Thai shareholders are checked against bank statements.
Since 1 August 2026, when a new company is registered with foreigners holding less than 50% of the capital, or a wholly Thai-owned company has a foreign authorised director, each Thai shareholder shows a bank statement for the 3 months before paying for the shares.
- 03
Running a restricted business without a licence is just as risky.
If a foreign company runs a restricted business without a licence or certificate: up to 3 years in prison, a fine of 100,000 to 1,000,000 THB, or both, and the court orders the business to stop. Ignoring the order costs 10,000 to 50,000 THB a day.
How to own 100% legally
The key conditions under the Foreign Business Act B.E. 2542 (1999) and DBD and BOI rules. Checked on 17 October 2026.
Requirements change. We check them against official sources before every application.
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When a company counts as foreign
When foreigners hold 50% or more of the capital, directly or through other Thai companies with a foreign majority. The company then needs permission for any activity on the Act's lists.
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Three restricted lists
List One is closed to foreigners, for example the press, rice farming and land trading. List Two needs the Minister's permission with Cabinet approval: Thais hold at least 40% of the shares (with reasonable cause this can be cut, but not below 25%), and at least two-fifths of the directors are Thai. List Three needs a DBD licence with the Commission's approval, for example accounting, legal and engineering services, construction, advertising, hotels (except hotel management), guided tours, food and beverage sales, retail and wholesale below the capital thresholds, and other services, except those exempted by Ministerial Regulations.
Source: Foreign Business Act, Sections 8 and 15, and the annexed Lists
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Foreign Business Licence (FBL)
For List Three activities. The DBD Director-General decides, with the Foreign Business Commission's approval, within 60 days of the application, and the licence is issued within 15 days of approval. The decision weighs the benefits and drawbacks for the country, including jobs, technology transfer and R&D. A refusal comes in writing with reasons within 15 days, and you can appeal to the Minister.
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BOI-based certificate
If your project has BOI promotion, the DBD issues a Foreign Business Certificate no later than 30 days after you notify it. While the promotion lasts, the Act's restrictions do not apply to that business, except the rules on the certificate itself, notifications and DBD enquiries.
Source: Foreign Business Act, Section 12
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US Treaty of Amity
US citizens or US companies hold the majority of shares, at every level of ownership up to the ultimate parent. A US corporate shareholder must be located in the United States. Most directors are American and/or Thai; a director of another nationality signs only together with them. Excluded: communications, transport, fiduciary functions, deposit-taking banking, land and natural resources, and domestic trade in indigenous agricultural products.
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Minimum capital
A foreign company needs at least 2 million THB. A licensed business needs at least 3 million THB per activity, and no less than 25% of the average annual expenses estimated over 3 years. Treaty of Amity companies must bring the minimum capital in foreign currency into Thailand by 29 August 2029.
Source: Ministerial Regulation on minimum capital, 2019 (DBD)
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BOI project conditions
Investment of at least 1 million THB, excluding land and working capital. For knowledge-based services (software, design, R&D), at least 1.5 million THB a year in specialist salaries. A new project's debt-to-equity ratio may not exceed 3:1. Projects of 10 million THB or more need ISO 9000 or ISO 14000 within 2 years of starting full operations, or the tax holiday is cut by a year.
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After you get it
An FBL has no expiry date while you run that business. A certificate lasts as long as the BOI promotion or treaty rights. Display it in your office, and notify the DBD within 15 days if you close the business or move the office.
Which route fits you
- 01
Foreign Business Licence (FBL)
Services, consulting, retail and wholesale below the capital thresholds, and other List Three activities.
Choose - 02
BOI promotion + certificate
Manufacturing, technology, R&D and other promoted projects.
Choose - 03
US Treaty of Amity
If US citizens or US companies hold the majority of shares.
Choose - 04
Already have a 49/51 company?
We check the structure and offer a legal way out.
Learn more
Documents for a licence or certificate
Owners and directors
- Passport copies of the foreign shareholders and directors
- Corporate shareholders: registration documents and an ownership chart up to the ultimate owner
- The applicant and foreign directors: aged 20 or over, lawfully in Thailand, not bankrupt and not penalised under the Foreign Business Act in the last 5 years
- Power of attorney for our specialist
Company
- Certificate of registration and DBD company affidavit with the business objectives
- Memorandum of Association (BOJ.2), registration list (BOJ.3) and Articles of Association
- List of shareholders (BOJ.5)
- Office address and proof of the right to use the premises
Business, capital and legal basis
- Business description and plan: services, clients, staff, benefit to Thailand
- 3-year expense estimate, to work out the minimum capital for a licence
- BOI: the BOI promotion certificate, for the DBD certificate
- Treaty of Amity: English translations of the company documents and a letter from the U.S. Commercial Service at the US Embassy
- Treaty of Amity and branches of foreign companies: proof of capital brought in from abroad, filed with the DBD within 15 days of the transfer
Based on the Foreign Business Act, the minimum capital regulation and the US Embassy guidance. We prepare the DBD and BOI application forms. The exact list depends on your route and activity — describe your business and we will send you a checklist for your case.
Send documents for a checkPrices for a 100% foreign-owned company
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Route assessment
- Our fee
- 7,500 THB
- Checking your activity against Lists One to Three
- Comparing FBL, BOI and the US Treaty of Amity for your case
- Working out the minimum capital
- Work plan with timelines and government fees
Timeline: 3–5 business days
Choose this package - Most popular
Full FBL service
- Our fee
- from 200,000 THB
- Government fee (paid separately)
- Maximum rates under the Act: 2,000 THB application fee + 0.5% of capital for the licence (20,000 to 250,000 THB)
- Business description and benefit to Thailand
- Application and document package for the DBD
- Answering DBD and Commission queries
- Collecting the licence
Timeline: 3–6 months
Choose this package -
BOI + DBD certificate
- Our fee
- from 200,000 THB
- Government fee (paid separately)
- DBD certificate: 2,000 + 20,000 THB; BOI fees — none
- Choosing the promoted activity
- BOI application and project description
- Support until the BOI decision
- Foreign Business Certificate from the DBD
Timeline: 3–6 months
Choose this package
Pay in stages
30% at the start, 70% after the result. Longer projects are paid by contract stages.
Guarantee
If an application is refused because of our mistake, we refund our fee in full. We guarantee the process, not the authority's decision.
Trust you can verify
- 20+ years in Thailand
- 60 days for the DBD decision on an FBL
- 3M THB minimum capital per FBL business
We work with
- Immigration Bureau
- Department of Business Development (DBD)
- Revenue Department
- Ministry of Labour
- Banks
How we work
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Step 1
Request
Tell us what the company will do. We reply within 15 minutes.
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Step 2
Checking the Act's lists
We tell you whether you need a licence and choose the route: FBL, BOI or the US Treaty of Amity.
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Step 3
Capital and documents
We work out the minimum capital, collect the documents and write the business description.
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Step 4
Filing and follow-up
We file with the DBD or BOI and answer their queries. By law, the DBD decides on a licence within 60 days and on a certificate within 30 days.
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Step 5
Licence or certificate
We collect the document and remind you of deadlines, reports and notifications.
How we differ from a typical agent
| Criterion | Sabai Legal | Typical agent |
|---|---|---|
| Price | Fixed, published on the site | "Message us and we'll quote" |
| Government fees | Shown as a separate line | Hidden in the total |
| Payment | In stages | 100% upfront |
| Company structure | Legal, no nominees | Nominee shareholders |
| Response | 15 minutes, 7 days a week | "On business days" |
| Case status | In a Telegram bot | Only by phone |
| Language with authorities | Thai, in person | Through an interpreter |
Frequently asked questions
Can a foreigner own 100% of a company in Thailand?
Yes. If your activity is not on the Foreign Business Act lists, you need no licence under that Act — only the minimum capital of 2 million THB. Banking, insurance and telecoms are governed by their own sector laws. For List Three activities you need an FBL, BOI promotion or, for Americans, the US Treaty of Amity. List One is fully closed to foreigners.
Do I need a licence for manufacturing or export?
Usually not: according to the DBD, manufacturing (other than activities on the lists) and export need no permission. Most services, and retail and wholesale below the capital thresholds, do. We check your activity before you register.
How long does an FBL take?
By law, the DBD Director-General decides within 60 days of the application, and the licence is issued within 15 days of approval. A BOI or treaty certificate takes no more than 30 days. That is why we only file a complete, checked package.
What are the government fees?
The Act sets maximum rates: 2,000 THB for a licence application, and 5 THB per 1,000 THB of capital (0.5%) for a List Three licence for a company, with a minimum of 20,000 THB and a maximum of 250,000 THB. A BOI or treaty certificate costs 2,000 THB for the application and 20,000 THB for the certificate; for the treaty, the US Embassy quotes the same amounts. Our fee is shown separately.
What does BOI give besides 100% ownership?
For categories A1+ to A4, a corporate income tax exemption of 3 to 13 years (for A2 to A4, capped at the investment amount excluding land and working capital). For all categories, including B, import duty exemptions on machinery and raw materials, plus non-tax incentives. The BOI approves positions for foreign executives and experts, and their visas and work permits are issued for those positions.
I am a US citizen. How do I use the Treaty of Amity?
First you register a Thai company in which Americans hold the majority of shares. The U.S. Commercial Service at the US Embassy then issues a letter confirming the ownership; this is a paid embassy service. With the letter, the DBD issues the certificate: fees are 2,000 and 20,000 THB, and the embassy says it is issued within 2 weeks. The minimum capital must be brought in from abroad in foreign currency by 29 August 2029.
Is the restricted list really getting shorter?
On 12 May 2026 the Cabinet approved two drafts under the Foreign Business Act in principle: a Royal Decree and a Ministerial Regulation. The regulation adds eight service activities that would no longer need a licence, including telecommunications, administrative, HR and IT services and treasury centres. As of 22 June 2026 the drafts were still awaiting review by the Council of State and publication, so they were not in force. We check the status on the day you file.
What reports does a BOI company file?
Under BOI Announcement No. 8/2026, companies without a Full Operation License report project progress every quarter via the e-Monitoring system: by 30 April, 30 July, 30 October and 30 January. Without the report, the BOI may suspend incentives, and after two missed reports in a row it may revoke the promotion. We can take the reports off your hands.
Can I keep my 49/51 company?
Yes, if the Thai shareholders are real and paid for their shares themselves. Nominee shareholders break the law: up to 3 years in prison and a fine of up to 1,000,000 THB. We check the structure first, then offer a legal transition — to an FBL, BOI or real partners.
Who can apply for a licence?
The applicant and the company's foreign directors must be 20 or older and live in Thailand or be lawfully in the country. They cannot be bankrupt, penalised under the Foreign Business Act or have had a licence revoked in the last 5 years. The licence may set conditions, such as how many foreign directors must live in Thailand.
Often needed together
We find the legal route to 100% ownership
Describe your business in a couple of lines — a company specialist will reply within 15 minutes and tell you which route fits: FBL, BOI or the US Treaty of Amity.
Every day, 9:00–21:00 (Bangkok time)
A Sabai Legal lawyer will reply — in English, Russian or Thai



