Foreign Business Licence (FBL) and the Thai–US Treaty of Amity

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.

Yes. Under the Foreign Business Act, a juristic person becomes a 'foreigner' when foreigners hold half or more of the shares. A company held 49% foreign and 51% Thai remains a Thai juristic person and may operate restricted businesses without an FBL, but the Thai shareholders must be genuine investors able to evidence their funds.

A share transfer instrument signed by transferor, transferee and a witness; an update to the share register; and filing of the shareholder list (BorJor.5) with the DBD. If the transfer takes foreign shareholding to half or more while the company operates a restricted business, an FBL must be obtained or the structure changed first — otherwise the company may not continue that activity from the date its status changes.

When the entity qualifies as a foreigner — half or more foreign shareholding — and will operate a business in List 2 or List 3 of the Foreign Business Act. Applications go to the DBD with a business plan, financial projections, technology-transfer details and Thai employment plans. The statutory review period is roughly 60 days from a complete filing, though in practice you should allow more.

The Treaty of Amity and Economic Relations between Thailand and the United States lets a company majority-owned by US nationals hold up to 100% and operate most businesses on the same footing as a Thai company, via a certificate to operate rather than an FBL. Excluded sectors remain communications, transport, depository banking, exploitation of land or natural resources, and domestic trade in agricultural products.

Evidence of US nationality for the majority shareholders and directors — passports — and, where the shareholder is a US company, a certificate of good standing plus a shareholder list. Those documents must be certified in the United States and then certified by the US Embassy or Consulate General in Thailand before translation and filing with the DBD.

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.

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.

A branch is not a separate legal entity, so the foreign parent is directly liable for its debts, and the branch is itself a foreigner requiring permission for restricted businesses. A Thai-registered subsidiary is a separate Thai juristic person limiting shareholder liability, and needs no FBL if Thai nationals hold the majority.

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.

The Treaty of Amity and Economic Relations between Thailand and the United States lets US nationals, or companies majority-owned by US nationals, operate in Thailand on national treatment with up to 100% ownership. Reserved sectors remain excluded, notably communications, transport, deposit-taking banking, exploitation of natural resources and trading in land. The process is a certification from the US Embassy followed by a certificate application at the DBD.

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.

A branch is not a separate legal entity, so the parent bears unlimited liability for its debts, and it needs an FBL for restricted activities. A subsidiary is a separate Thai company with limited shareholder liability and more flexibility on tax and work permits. For most businesses building a local team, a subsidiary is the more practical structure.

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.