Can a Foreigner Own 100% of a Company in Thailand?

Quick Answer

Yes, a foreigner can own 100% of a Thai company in certain circumstances. However, foreign ownership is restricted for many types of businesses under the Foreign Business Act B.E. 2542 (1999) and other sector-specific laws.

The key question is not simply whether a foreigner can register a company, but what business the company will operate.

When Can a Foreigner Own 100%?

A foreigner may generally own 100% of a company where:

• The business is not restricted under Thai foreign ownership laws; or
• The company obtains a Foreign Business License (FBL) where required; or
• The business qualifies for an applicable investment promotion or statutory exemption, such as certain activities promoted by the Board of Investment (BOI).

Some businesses may therefore be operated through a company that is entirely foreign-owned, subject to the relevant approvals and conditions.

When Is 100% Foreign Ownership Restricted?

The Foreign Business Act divides restricted businesses into categories. Certain activities are prohibited or restricted for foreign businesses unless specific permission or an exemption applies.

Common areas requiring careful review include:

• Retail and wholesale businesses
• Certain service businesses
• Real estate-related activities
• Construction and engineering services
• Tourism-related businesses
• Certain professional and regulated activities

The restrictions can also depend on the exact nature of the company's business, not simply the company's registered name or stated objectives.

What About a Thai Company with 51% Thai Shareholders?

You may have heard that a Thai company must always be 51% Thai-owned and 49% foreign-owned.

This is not a universal rule for every business.

The 51/49 structure is relevant where a business is subject to foreign ownership restrictions and does not qualify for an exemption or permission allowing greater foreign ownership.

Importantly, the Thai shareholders must be genuine shareholders who have actually invested and hold their shares legally. Using nominee shareholders to circumvent foreign ownership restrictions can create serious legal consequences.

Can a Foreigner Own 100% of a Company in Phuket?

Yes, potentially.

The same Thai laws apply in Phuket as elsewhere in Thailand. However, businesses involving tourism, hospitality, property, restaurants, services, construction or other regulated activities should be reviewed carefully before incorporation or commencing operations.

A company structure that is legal for one business may not be appropriate for another.

What Should You Check Before Setting Up the Company?

Before incorporating a company, a foreign investor should consider:

1. 1.Business ActivityWhat exactly will the company sell or provide?
2. 2.Foreign Ownership RestrictionsDoes the activity fall within the Foreign Business Act or another sector-specific restriction?
3. 3.Required LicencesWill the company need an FBL, BOI promotion, or another licence or approval?
4. 4.Shareholding StructureCan the company be 100% foreign-owned, or is a Thai shareholding structure legally required?
5. 5.Work Permit & VisaCompany ownership does not automatically give a foreign shareholder the right to work in Thailand.
6. 6.Tax & ComplianceThe company must comply with applicable corporate, tax, accounting and employment requirements.

100% Foreign-Owned vs 51/49 Structure

Key Takeaway

A foreigner does not automatically need a 51% Thai shareholder to establish a company in Thailand.

The correct structure depends primarily on the business activity, applicable foreign ownership restrictions, and any available licence or investment promotion.

Before registering a company, it is important to determine the legal structure before signing leases, investing substantial funds, or commencing business operations.