BOI Promotion — Eligible Activities, Incentives and Filing Steps

Yes. Section 36 of the Foreign Business Act prohibits Thai nationals from holding shares on behalf of, or assisting, a foreigner to operate a business in circumvention of the Act, with fines and imprisonment. The DBD periodically verifies the source of funds of Thai shareholders. We do not accept nominee structures, and will instead propose lawful routes: an FBL, the Treaty of Amity, or BOI promotion.

A certificate records a right that already exists by law or treaty — Treaty of Amity, BOI promotion, or an industrial-estate operation — so it is confirmatory. An FBL is a fresh permission subject to committee discretion. The certificate route is therefore faster and far more predictable than applying for a licence.

The BOI's activity list spans agriculture and food processing, medical industries, machinery and vehicles, electrical and electronic products, chemicals, digital and software, knowledge-based services and international business centres. Conditions and incentives per category are published at boi.go.th and are revised periodically, so always check the current announcement before planning.

Generally yes, except for activities in List 1 of the Foreign Business Act or where a BOI announcement sets a specific Thai-shareholding condition. After the promotion certificate is issued, the company still applies to the DBD for a certificate to operate so that its foreign-business status is fully documented.

Depending on the activity: import-duty exemption on machinery and on raw materials for export production, the right to own land for the promoted project, the right to bring in foreign skilled workers and experts through the e-Expert system, and use of the One Start One Stop Investment Center for visas and work permits.

Applications are filed through the BOI e-Investment system with a business plan, investment structure and financial projections, followed by a project presentation to officers. Timing depends on the investment size — small projects are decided faster than those requiring the Board itself. Once approved you must accept the resolution and apply for the promotion certificate within the prescribed period or the approval lapses.

It must operate within the certificate conditions — capacity, location, minimum investment and personnel — report annual performance to the BOI, and keep promoted and non-promoted revenue separately accounted for tax purposes. Breaching conditions can lead to revocation of privileges and clawback of exempted tax with surcharges.

The Industrial Estate Authority of Thailand grants rights centred on land and operations inside an estate, such as land ownership within the estate and customs privileges in free zones. The BOI grants tax and personnel privileges by activity. Many projects use both: BOI for tax, an estate plot for location rights.

The Department of Employment benchmark is THB 2 million of paid-up registered capital per foreign employee. Where the company is majority foreign-owned and assessed under the Foreign Business Act, the figure can be THB 3 million per licensed business category. BOI-promoted companies follow the conditions of their promotion certificate instead.

The general practice is four Thai employees per foreigner, registered with the Social Security Office with contributions actually remitted. The ratio is checked both at work-permit stage and at the one-year extension of stay with Immigration. BOI-promoted companies and SMART Visa / LTR holders are assessed differently.

Multinational groups establishing a centre providing management, technical or treasury services to affiliates. Tax privileges apply under Revenue Department conditions and BOI promotion can be sought in parallel. The key conditions are minimum annual operating expenditure in Thailand and a minimum number of skilled employees.

If the activity is listed in the schedules to the Foreign Business Act B.E. 2542, majority foreign ownership requires a Foreign Business Licence, a treaty right such as the US Treaty of Amity, or BOI promotion. Activities outside the restricted lists, including many manufacturing lines, can be 100% foreign-owned without any additional licence.

A nominee is a Thai national holding shares on behalf of a foreigner without real investment or real control. Section 36 of the Foreign Business Act penalises both the Thai nominee and the foreigner using them, with fines and imprisonment, and the court may order the shareholding unwound. The DBD increasingly asks Thai shareholders to evidence the source of their investment funds. Use an FBL, Amity certificate, BOI promotion, or design the business outside the restricted lists instead.

Roughly sixty working days from a complete application where the Foreign Business Committee must consider it. Treaty certificates and BOI-based certificates are faster. The most common delays are a business plan that fails to show technology transfer and benefit to the Thai economy, and parent-company documents that have not been properly certified abroad.

An FBL is permission to conduct a restricted activity; BOI promotion is an incentive package that can add corporate income tax exemption by activity category, the right to own land for the promoted project, and streamlined foreign expert quotas via e-Expert. If your activity appears on the BOI promoted list — software, digital services, IBC and similar — BOI is usually the better route because it delivers both ownership relief and tax benefits.

The practical rule is THB 2 million paid-up capital per foreign employee, reduced to THB 1 million if that foreigner is legally married to a Thai national, plus four Thai employees registered with social security per foreigner. BOI-promoted companies and certain zone-based activities are exempt from these ratios.

A Thai company with foreign holding of no more than 49% may buy land, but the Land Office will scrutinise the source of the Thai shareholders' funds to guard against nominee holding. BOI-promoted companies, and companies permitted under specific statutes, may own land for the promoted project within prescribed limits and must use it only for the approved purpose.

Beyond ordinary annual accounts, FBL holders report under their licence conditions and BOI companies report through e-Monitoring while maintaining their promotion conditions. For ordinary foreign shareholding, the DBD may request evidence of the Thai shareholders' source of funds at registration or during an inspection.

The Department of Employment generally applies 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 enrolled in social security per foreigner. BOI-promoted companies follow BOI criteria instead. Prepare financial statements or proof of share payment, the company affidavit and recent social security filings. The critical point is that capital must be genuinely paid in with a traceable money trail. Our advisers can handle the structure review and the full filing if you prefer not to manage it yourself.