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The Foreign Business Act Explained: What Activities Require a Thai Majority?

A straightforward breakdown of the FBA's restricted lists and the legitimate structures — BOI, Amity Treaty, minority shareholding — that allow foreign operation.

January 2025 · 10 min read

The Foreign Business Act Explained: What Activities Require a Thai Majority?

A straightforward breakdown of the FBA’s restricted lists and the legitimate structures — BOI, Amity Treaty, minority shareholding — that allow foreign operation. The Act is the reason “just register a company” is not a strategy for most foreign-owned businesses.

What the Act actually restricts

The Foreign Business Act limits what majority-foreign companies may do in Thailand. Restricted activities sit on lists with different treatments. Operating a restricted activity through a nominee Thai shareholder is not a clever structure; it is a legal risk. The legitimate paths are majority Thai shareholding with real Thai owners, a Foreign Business Licence where available, BOI promotion, or Amity for qualifying US parties.

Minority foreign shareholding

A common lawful pattern is a Thai limited company in which foreign shareholders hold a minority, with Thai shareholders holding the majority and having a genuine economic interest. Paper-only Thai shareholders used to preserve foreign control are the pattern that gets companies into trouble.

Licences are not a substitute for structure

Even a correctly owned company may still need industry licences. Structure gets you the right to exist and, in many cases, the right to carry on the activity as a foreigner. Licences get you the right to operate that activity in a given location. Both layers matter.

Get the restriction mapped before you brand the entity

Name reservation and logo work are cheap compared with dissolving a company that cannot legally do what you incorporated it to do. Map the activity against the FBA lists, then choose BOI, Amity, minority structure, or a licence path with eyes open.

Common questions

Does every foreign company need a Foreign Business Licence?
No. Many activities are not restricted, and BOI or Amity can change the picture for those that are. The licence is one tool, not the default for every foreign founder.
Are nominee shareholdings a viable workaround?
No. They are a common source of disputes and regulatory exposure. We will not coordinate a structure that depends on a Thai shareholder who is not a real owner.
Can the lists change?
Policy and promotion categories do shift. Advice has to be current for your activity and nationality, not copied from a blog post dated three years ago.

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