BOI & Foreign Investment

The core set is the parent company's certificate of incorporation, three years of audited financial statements, a board resolution approving the Thai investment, and a power of attorney for the filing agent. Each must be notarised in the country of origin, then apostilled (Hague states) or legalised by the origin foreign ministry plus the Thai embassy, then translated into Thai and legalised at the Department of Consular Affairs. The BOI generally wants documents issued within the last six months, so work backwards from your interview date.

Approved companies file positions through the BOI e-Expert system, attaching the foreign employee's degree certificates and employment references — apostilled or embassy-legalised, with certified Thai translations. Only then can you apply for the Non-B visa and work permit at the One Start One Stop Service Centre. The most common failure point is a name spelled differently on the degree and the passport, so have the set pre-checked before translation.

Yes, through three lawful routes: a Foreign Business License, the Thai–US Treaty of Amity, or BOI promotion. All three require fully legalised and translated parent-company documents, a business plan, the shareholding structure and proof of funds. Using Thai nominee shareholders to disguise foreign control is an offence under the Foreign Business Act, and we do not take on that type of engagement.

The main routes are BOI promotion, which allows full foreign shareholding for many activities; a foreign business licence from the Department of Business Development for activities in List 2 or 3 of the Foreign Business Act; the Thai-US Treaty of Amity for US nationals; and activities that fall outside the restricted lists altogether. Using Thai nominees to hold shares on a foreigner's behalf is a criminal offence and is never a solution.

The investigating officer must provide an interpreter for a suspect or witness who does not understand Thai, under the Criminal Procedure Code. The interpreter must have no interest in the case, present identification and affirm that the interpretation is truthful. In practice use an interpreter familiar with legal vocabulary and procedure, because a mistranslated statement follows the case all the way to trial.

The Department of Employment generally applies two million baht of paid-up registered capital per foreign employee and four Thai employees per foreign employee for ordinary Thai companies. BOI-promoted businesses and schemes such as Smart Visa apply different, more flexible criteria. Confirm which rule applies to your business before planning hiring.

Beyond the tax privileges that vary by activity, the practical ones are the e-Expert system for approving skilled and expert foreign positions, visa and work permit processing through the one-stop service centre, and the right to hold land for the promoted activity. All of them depend on maintaining the conditions of the promotion certificate and reporting on schedule.

A licence is required when the activity appears on the schedules of the Foreign Business Act and foreigners hold 50% or more of the shares. Most service activities fall under List 3 and are decided by the Foreign Business Committee, which takes several months. Companies covered by a treaty, such as the US Treaty of Amity, or holding a BOI promotion certificate use the faster certificate route instead. Parent-company documents must be notarised and legalised before translation.

The treaty lets American nationals and American-owned companies hold up to 100% of a Thai company in most sectors, excluding reserved areas such as land, transport, communications and natural resources. You first obtain a nationality certification from the US Embassy in Bangkok by submitting shareholder and director evidence, then use it to apply for a Foreign Business Certificate at DBD. US corporate documents need an apostille from the relevant Secretary of State before translation.

A representative office may only carry out non-revenue activities such as sourcing, quality inspection and market reporting for the head office, so it earns nothing in Thailand and pays no corporate income tax on profit. A branch may sign contracts and earn revenue locally, but needs a foreign business licence and pays tax on Thai-sourced profit. Both require a full set of notarised and legalised parent-company documents.

Department of Employment practice requires THB 2 million of paid-up capital per foreign employee, reduced to THB 1 million where the foreigner is legally married to a Thai national, together with four Thai employees per foreigner. BOI-promoted companies follow the ratios approved in their promotion certificate instead. Evidence such as social security filings and audited accounts is checked at both application and renewal.

Holding shares on behalf of a foreigner to circumvent the law is an offence under section 36 of the Foreign Business Act and exposes both the nominee and the person assisting them. Registrars may demand proof of the source of funds used by Thai shareholders. The compliant alternatives are a foreign business licence, BOI promotion, a treaty route, or transparent use of preference shares and articles of association that allocate control lawfully.

A BOI certificate grants shareholding, land, visa and work permit privileges through the e-Expert system for the approved activity. An International Business Center is a Revenue Department tax regime for support services provided to affiliated companies abroad, subject to minimum annual local expenditure and headcount. Many groups hold both, but revenue must be segregated in the accounts to survive audit.

If the signing, board meeting or day to day management happens physically inside Thailand, immigration and labour officers treat it as work and a work permit is required. A director who remains abroad and signs there does not need one, although the signature usually needs notarisation and consular legalisation before the Department of Business Development accepts it. Shareholding limits under the Foreign Business Act are assessed separately from directorship.

The general rule is four Thai employees registered with social security per foreign employee, plus two million baht of paid up registered capital per foreign employee, reduced to one million where the applicant is married to a Thai national. BOI promoted companies follow the conditions of their promotion certificate through the e-Expert system. The key evidence is the SSO.1-10 filing proving the Thai staff are genuinely insured.

BOI promotion allows full foreign ownership in promoted activities and gives faster visa and work permit channels, with land rights for some categories, but the activity and minimum investment must qualify. A Foreign Business Licence suits service businesses outside BOI scope, takes longer to obtain and carries no tax incentives. The right route depends on the activity and the growth plan, so the analysis should come before incorporation.

A representative office may only perform non-revenue activities such as sourcing, quality inspection and market reporting for the parent company, so it has no trading income to tax, but it must remit operating funds under the prescribed conditions and cannot issue sales tax invoices. A limited company can trade fully, though majority foreign ownership brings the Foreign Business Act into play unless BOI promotion is obtained. Choose on the basis of your revenue plan for the next three years rather than on ease of incorporation.

Where Thai and foreign shareholders hold shares together, the registrar may ask the Thai shareholders for evidence of financial standing, such as a bank confirmation, to confirm that they are not nominees. Nominee shareholding is an offence for both sides. Investment funds should be transferred into the company account and the inbound transfer evidence retained, because it supports later work-permit applications and profit repatriation.