How Much Can Foreigners Own in a Thai Company? Foreign Ownership Limits Explained

In short

In most cases, a foreigner (including a foreign-owned company) may hold up to 49% of the shares in a Thai company. Once foreign shareholding reaches or exceeds 50%, the company is treated as a “foreigner” under the Foreign Business Act and becomes subject to the controls on the three restricted business lists. To reach a higher proportion, or even 100% foreign ownership, you need a lawful route such as BOI promotion, the US–Thailand Treaty of Amity, or a Foreign Business Licence (FBL).

1. What counts as a “foreigner”?

Under the Foreign Business Act, Section 4, a “foreigner” includes: a natural person who is not of Thai nationality; a juristic person not registered in Thailand; and a juristic person registered in Thailand in which foreigners hold at least one half (50%) of its capital shares.

The practical dividing line is therefore this: Thai shareholders must hold more than 50% (foreign holding ≤49%) before the company is not treated as a “foreigner” and is free to carry on the great majority of businesses.

2. The three lists of restricted businesses

Under Section 8 and the annexed Lists, a company treated as a “foreigner” is restricted in the following three categories of business:

List One — Absolutely prohibited Prohibited

Businesses not permissible to foreigners by special reason and entirely closed to foreign investment, such as the press, radio and television broadcasting, rice farming and dealing in land (Section 8(1)). Foreigners may not operate them.

List Two — Requires Cabinet approval High bar

Businesses relating to national safety or security, arts and culture, or natural resources (Section 8(2)). They require permission from the Minister with the approval of the Council of Ministers (Cabinet); and under Section 15 they generally require Thai shareholding of not less than 40% and Thai directors of not less than two-fifths.

List Three — Requires a Foreign Business Licence (FBL) Available on application

Businesses in respect of which Thai nationals are not yet ready to compete with foreigners, such as rice milling (Section 8(3)). A Foreign Business Licence (FBL) must be applied for from the Director-General of the Department of Business Development and approved by the Commission.

3. Lawful routes to operate or to raise foreign shareholding

Foreign Business Licence (FBL): once approved, List Three businesses may be operated by foreigners (Sections 8(3) and 17; the review period is about 60 days).
BOI investment promotion: projects granted BOI promotion may, in many categories, be 100% foreign-owned and enjoy tax privileges.
US–Thailand Treaty of Amity: eligible US investors may hold 100%.

4. Minimum registered capital

Under Section 14, the minimum capital for a foreigner to commence business is generally not less than 2 million Baht; where the business is one on the restricted lists requiring a licence, it is not less than 3 million Baht per business, and it must be brought into Thailand within the period prescribed by Ministerial Regulation.

5. Penalties for violations

Under Section 37, a foreigner who operates a business in violation of Section 6, 7 or 8 is liable to imprisonment for a term not exceeding 3 years, or a fine of 100,000 to 1,000,000 Baht, or both; and the Court shall order the cessation of the business, of the shareholding or of the partnership. Where a court order is violated, the penalty is a fine of 10,000 to 50,000 Baht per day throughout the period of the violation.

⚠️ About “nominee shareholders”

Using Thai nominee shareholders to hold shares in order to circumvent the FBA is illegal and carries very high risk. The lawful approach is a proper route such as an FBL, BOI promotion or a treaty.

FAQ

Can a foreigner own 100% of a Thai company?

Generally no — once foreign shareholding is ≥50%, the company is treated as a “foreigner” under Section 4 of the Foreign Business Act. However, through BOI promotion, the US–Thailand Treaty of Amity, or by obtaining a Foreign Business Licence (FBL), 100% foreign ownership is possible in certain cases.

What is the difference between 49% and 51%?

Under Section 4, Thai shareholders must hold more than 50% (foreign holding ≤49%) before the company is not treated as a “foreigner” and is free to carry on most businesses; once foreign holding is ≥50%, the company falls under the controls of the three restricted lists.

What is a Foreign Business Licence (FBL)?

It is a licence for List Three (and some List Two) businesses that, once applied for at the Department of Business Development and approved, lets a foreigner operate the business; it is handled under Sections 8 and 17, with a review period of about 60 days.

How much minimum capital must be invested?

Under Section 14, generally not less than 2 million Baht; where the business is one on the restricted lists requiring a licence, not less than 3 million Baht per business.