How Foreigners Can Set Up a Company in Thailand (2026 Guide).

The short answer: you do not always need a Thai majority

A lot of foreign founders arrive believing the same thing: that any company in Thailand has to be at least 51% Thai-owned. It is a half-truth. For some activities a Thai majority is the simplest route, but several legal paths let a foreigner own up to 100% of a Thai company.

Which path fits you depends less on your nationality and more on what your business actually does. This guide walks through how Thailand decides who needs a Thai partner, the routes to full foreign ownership in 2026, the other structures worth knowing, and the practical minimums on capital and staff.

First, how Thailand classifies a "foreign" company

The rules start with one law: the Foreign Business Act B.E. 2542 (1999), administered by the Department of Business Development (DBD) under the Ministry of Commerce. It defines who counts as a "foreigner" and which activities are restricted.

• A Thai limited company with more than 50% Thai shareholders is treated as Thai. It can trade freely, with no extra licence.
• A company with 50% or more foreign shares is treated as foreign. It needs permission to run any "restricted" activity.

The Act sorts restricted activities into three lists:

• List 1: closed. Reserved for Thai nationals (for example land trading, farming, and certain media). Not open to foreigners.
• List 2: needs Cabinet approval. Activities tied to national security, arts and culture, or natural resources.
• List 3: needs a licence. Activities "where Thais are not yet ready to compete," which covers most service businesses: restaurants and bars, hotel operation, tourist services, advertising, brokerage, construction, and the broad catch-all of "other services." A foreigner can run these with a Foreign Business License (FBL) from the DBD.

The takeaway: a business that sits outside these lists (a lot of manufacturing and export work) carries no foreign-ownership restriction at all. A business inside List 3 either needs a Thai majority or one of the routes below.

The routes to up to 100% foreign ownership

Five ways foreigners legally own most or all of a Thai company in 2026:

1. BOI promotion (Board of Investment)

The Board of Investment promotes investment in targeted industries, and a promoted company can be 100% foreign-owned even in activities that would otherwise be restricted. It is the most benefit-rich route. A BOI company can receive:

• Corporate income tax exemption for up to 8 years, extended to as much as 13 years for high-value projects
• Exemption from import duties on machinery and on raw materials used for export
• The right to own land for the promoted activity
• Fast-tracked visas and work permits through the BOI One-Stop service, and exemption from the usual four-Thai-employees-per-foreigner ratio

Promoted activities cluster around technology and software, advanced manufacturing, electric vehicles and clean energy, data centres, and regional headquarters. If your business fits, this is usually the strongest option. See BOI applications for how the process works.

2. The US-Thailand Treaty of Amity

American founders have a route no other nationality does. Under the Treaty of Amity (1966), a US citizen or US-majority company can own up to 100% of a Thai company and trade on broadly the same footing as a Thai business, without an FBL.

• Who qualifies: at least 51% of shares held by Americans and at least half the directors American.
• How it works: the US Commercial Service at the US Embassy in Bangkok certifies the company as American-owned, then you apply to the DBD for a Foreign Business Certificate. Plan for roughly 6 to 12 weeks end to end.
• What it does not cover: owning land, plus a handful of reserved sectors including communications, transport, banking and other fiduciary work, domestic trade in farm products, and exploiting natural resources.

For most American-run service and trading businesses, the Amity Treaty is the cleanest path to full ownership.

3. A business that is not on the restricted list

This one is easy to miss. If your activity is not named in the Foreign Business Act lists, a foreigner can own 100% with no FBL and no special approval. Common examples:

• Manufacturing with your own production and inventory (not contract or paper-only manufacturing)
• Export businesses that earn their income from buyers outside Thailand

A short conversation with a corporate lawyer about how your activity is classified can save a lot of structuring you do not actually need.

4. A Foreign Business License (FBL)

If your business sits in List 3 and does not qualify for BOI or Amity, you can apply to the DBD for a Foreign Business License to run it as a foreign-majority company. The licence is discretionary, the minimum capital rises to 3 million THB for the licensed activity, and approval typically takes 30 to 60 days. It is the standard route for foreign-owned service firms that fall outside the other categories.

5. Other treaty and agreement routes

Beyond the US Amity Treaty, Thailand's trade agreements open specific sectors to specific nationalities, including the Japan-Thailand and Australia-Thailand economic partnership agreements and certain ASEAN commitments. The detail is sector-by-sector, so it is worth checking whether your home country has an agreement that helps before defaulting to a Thai-majority structure.

The default route: a Thai limited company with a Thai majority

For many local-facing businesses, a Thai limited company with genuine Thai shareholders holding more than 50% is still the simplest and cheapest structure. It needs no FBL, registers quickly, and can operate any List 3 activity.

One firm warning belongs here. The Thai shareholders have to be real investors, not stand-ins. "Nominee" arrangements, where Thais hold shares on a foreigner's behalf for a fee while the foreigner controls everything, are illegal under the Foreign Business Act, and the DBD and the Department of Special Investigation actively check for them. A corporate lawyer structures a Thai-majority company so it is compliant rather than a problem waiting to surface.

Other company structures to know

The right wrapper depends on your business model and how long-term it is:

• Thai limited company: the workhorse, and the base for most of the routes above. Needs at least two shareholders.
• Subsidiary: a Thai limited company owned by a foreign parent. Common for groups that want a local entity with limited liability.
• Branch office: an extension of a foreign company rather than a separate entity. It needs an FBL, a minimum capital around 3 million THB, and is taxed on its Thai income.
• Representative office: a non-trading presence for market research, sourcing, quality control, or liaison work. It cannot earn income in Thailand.
• Regional or International Business Centre (IBC): for companies running headquarters, treasury, or shared services for a regional group, with its own incentive regime.
• Joint venture: partnering with a Thai or foreign company to share capital and risk.

Capital, work permits, and the practical minimums

The legal route is only half the picture. Two practical rules shape almost every foreign setup:

• Minimum capital. A general foreign business needs 2 million THB; a foreign business running a licensed restricted activity needs 3 million THB. A company that wants to sponsor a foreign work permit generally needs around 2 million THB of registered capital for each foreign hire.
• Staff ratios. A standard (non-BOI) company usually needs four Thai employees for each foreign work permit. BOI-promoted companies are exempt from that ratio.

A visa and a work permit are separate things: a Non-B visa lets a foreigner stay, a work permit lets them work. For how those fit together, see immigration and work permits in Thailand and the work permit guide.

How to register a company in Thailand: the steps

For a standard Thai limited company, the path runs roughly like this:

1. Choose the structure and the ownership route (Thai majority, BOI, Amity, FBL, or non-restricted).
2. Reserve the company name with the DBD.
3. File the Memorandum of Association and register the company with the DBD.
4. Apply for any BOI promotion, Amity certificate, or Foreign Business License the route requires.
5. Register for a tax ID and VAT with the Revenue Department.
6. Register for social security and open a corporate bank account.
7. Apply for visas and work permits for foreign directors and staff.

Steps 1 and 4 are where most foreign setups succeed or stall, which is why the structure decision comes first.

Which route is right for you?

A quick way to narrow it down:

• American founder, in services or trading: look at the Amity Treaty first.
• Technology, manufacturing, or another targeted industry, and you want tax breaks: look at BOI promotion.
• Manufacturing or export-only: you are likely not restricted at all, so 100% foreign ownership may need no licence.
• A local service business with no BOI or Amity fit: choose between a Foreign Business License and a genuine Thai-majority company.

Get the structure right before you register

The structure you pick decides your ownership, your tax position, how many foreigners you can employ, and your personal liability. Unwinding the wrong one after registration is slow and expensive. A corporate lawyer maps your specific activity against the Foreign Business Act lists and points you to the cheapest compliant route, often before you spend anything on registration.

When you are ready, compare company registration lawyers in Thailand and corporate and business law firms on Justenda, message them directly, and get a fee quote before you commit.

A note on what this guide is

This is general information to help you understand the options, not legal or tax advice, and the rules change. Confirm the current requirements with the DBD, the BOI, or a qualified Thai lawyer before you register a company or choose a structure.