How Foreigners Can Legally Own 100% of a Thai Company

By default, you can’t own a majority of most Thai companies. There are three legal ways around that cap, and one illegal shortcut that lands people in court. Here’s how BOI promotion, the US Treaty of Amity, and a Foreign Business License compare, and how to pick the right one.

The first question we hear from almost every foreigner starting a business in Thailand is about ownership. The default answer sounds discouraging: you’re usually capped at 49%.

But that’s not the whole story. Depending on your activity and your nationality, majority or full foreign ownership is genuinely achievable, and the route you pick shapes your tax, your timeline, and your legal exposure.

Why Ownership Is Capped

The rules come from the Foreign Business Act. Under the Act, a company registered in Thailand counts as foreign the moment non-Thai shareholders hold half or more of its shares or capital, not a majority in the everyday sense, just half.

That’s the entire legal basis for the 49/51 convention you’ll see everywhere. A foreign company can’t freely operate the activities the Act restricts, which sweep in most services, trading, and a long list of others.

To stay outside that definition, most foreigners keep their stake at 49% and bring in Thai shareholders for the other 51%. That’s legal, as long as the Thai shareholders are real investors with real money and real say.

The three routes below are how you legally hold more than 49%, no nominee required.

Skip the nominee shortcut: Some people close the ownership gap by giving Thai “shareholders” 51% on paper while keeping all the real money and control themselves. That’s a nominee arrangement, and it’s a criminal offense. We cover this in full, including how it actually gets caught, in our nominee shareholding guide.

Route 1 BOI Promotion

A BOI-promoted company is your strongest route. When the Board of Investment grants promotion for an activity, that activity is exempted from the Foreign Business Act for as long as the promotion lasts, and the Board can set the shareholding itself. That combination is how you can legally own up to 100% of a Thai company.

The catch: promotion attaches to a specific activity on the BOI list, not to any business you like. If your activity qualifies, you get full ownership and the tax holiday together. If it doesn’t, this route is closed and you look at the other two.

If you want the full comparison of what changes and what doesn’t, see our guide on a BOI company versus a regular Thai limited company.

Good to know: Full ownership under BOI is granted by the Board for your specific promoted activity, subject to its conditions. It’s something your project qualifies for, not an automatic right that comes with every BOI company.

Route 2 US Treaty of Amity

If you’re American, you have your own route. The Treaty of Amity and Economic Relations lets US nationals and majority-US-owned companies hold up to 100% of a Thai business in most sectors, well beyond the usual cap, without needing BOI promotion at all.

It’s not unlimited. The treaty excludes several areas:

• Communications
• Transport
• Fiduciary functions
• Banking that takes deposits
• Land ownership
• Exploitation of natural resources
• Domestic trade in local agricultural products

Within those limits, though, it’s a fast, clean way to run a fully US-owned business.

Amity Versus BOI

• BOI gives you more: on top of ownership, you get tax holidays, import duty relief, and the right to own land for the activity. But it requires a qualifying activity and ongoing compliance.
• Amity is simpler: no activity restriction and no promotion conditions, so it’s often faster to set up. But it carries no tax benefit and is open only to US nationals.

The two aren’t mutually exclusive. If your activity also qualifies for BOI, you can pursue promotion for the tax and land benefits while relying on Amity for ownership.

Therefore:

• If tax matters most to you, lean BOI
• if speed and simplicity matter most and you’re American, Amity is hard to beat.

Route 3 Foreign Business License

If neither BOI nor Amity fits, you can apply for a Foreign Business License to run a restricted activity as a foreign-majority company. The Act sorts restricted businesses into two lists:

• List Two activities need a license approved at Cabinet level.
• List Three activities need one approved by the Director-General with the Commission.

In practice, a license is discretionary and can be slow, and List Three approvals in particular are far from guaranteed. You’ll also need at least THB3,000,000 in capital for each restricted activity you want the license for.

For many businesses this is a fallback rather than a first choice, but for some service activities it’s the realistic path.

Ownership decisions are hard to unwind once your company is set up, so it pays to choose the right route from the start. If you’re unsure which applies to your business, you can check whether you qualify for BOI in a few minutes, or get matched with a firm that will assess all three routes honestly before you commit.