Business
Foreign Business Act restricts foreign majority ownership in listed activities
The Civil and Commercial Code governs companies, but the Foreign Business Act is the gating statute: it reserves three schedules of activities, so a company more than 49 percent foreign-owned needs a licence or a treaty route to operate in them.
Key rules
- Jurisdiction — The Department of Business Development registers companies. BOI promotion and Eastern Economic Corridor incentives can lift foreign-ownership limits sector by sector.
Governing law
- Civil and Commercial Code, Book III
- Foreign Business Act B.E. 25421999
- Investment Promotion Act B.E. 25201977
In practice
A private limited company needs at least two shareholders after the 2023 amendment reduced the threshold from three, and registration is straightforward; the difficulty is ownership. List 1 activities are closed to foreigners, List 2 needs Cabinet approval, and List 3 needs a Foreign Business Licence which is granted sparingly. Practitioners often see Thai-majority structures where the Thai shareholding is nominal, but nominee arrangements are expressly unlawful under section 36 and carry criminal liability. Legitimate routes to foreign control run through Board of Investment promotion, the US-Thai Treaty of Amity, or EEC licences, each with conditions on capital and activity.