Thailand’s Foreign Business Act (FBA) imposes restrictions on foreign ownership to protect economic interests. To circumvent these restrictions, many companies enter nominee arrangements where Thai nationals or entities are officially registered as shareholders but hold those shares on behalf of a foreign investor (who is the true beneficial owner).
In 2025, authorities plan to inspect over 46,000 high-risk entities, making it the most aggressive crackdown of nominee companies in Thailand. With intensified scrutiny and enforcement, a transparent and fully legal company structure is crucial for building trust and sustainable business operations in Thailand.
To legally own a business as a foreigner, you can apply for a Foreign Business License (FBL) or apply for a Thailand Board of Investment (BOI) promotion. BOI provides a range of incentives including the Trade and Investment Support Office (TISO) promotion. In this guide, we will help you understand BOI and TISO promotion, benefits and differences, and how to register a BOI company in Thailand under the TISO scheme.
Understanding BOI TISO Promotions in Thailand
The Board of Investment is a government agency that promotes investment in Thailand by offering various incentives and support to eligible companies, both Thai and foreign. Among its promotion schemes, the Trade and Investment Support Office (TISO) promotion is targeted primarily at service-based industries that support trade and investment activities in Thailand.
What is the TISO Promotion?
TISO is a BOI initiative designed for companies engaged in specific service activities such as:
- Monitoring and servicing associated enterprises (including renting office or factory space to related companies)
- Advisory services (business operations advisory, except securities and currency exchange)
- Information services on goods sourcing
- Engineering and technical services (excluding architecture and civil engineering)
- Business process outsourcing (BPO) services
- Wholesaling of products manufactured in Thailand
- Lending to associated enterprises under certain constraints
Unlike other BOI promotions, TISO does not offer tax incentives such as tax holidays or reduced corporate tax rates. However, it provides important non-tax benefits, including:
- 100% foreign ownership of the promoted company (one of the most significant advantages)
- Land ownership rights, permitting companies to own land for offices, executive residences, and employee housing within limits
- Simplified and expedited visa and work permit processes for foreign employees, via the BOI’s One-Stop Service Center
- Facilitated operations and regulatory support for activities that might otherwise be restricted under Thailand’s foreign business laws
Step-by-Step Guide to BOI Company Registration under TISO
Compared to a general BOI promotion, TISO is relatively more straightforward. Though both require BOI-approved business plans and investment documentation, TISO is more focused on demonstrating operation scale via expenses and service scope. Here’s how you apply for TISO promotion in Thailand:
Step 1: Assess Qualification and Business Scope
Before you can apply for the BOI TISO promotion, you need to make sure that you qualify for it. Your planned activities must fall under TISO-approved categories in specific service industries as trade support, consulting, export services, etc.
Your company must also meet the following criteria to qualify:
- Annual selling and administrative expenses must be at least THB 10 million (~USD 309,000).
- Minimum capital investment required is typically THB 1 million (~USD 30,000), with at least THB 2.5 million (~USD 77,000) invested in project improvements like office space or equipment.
- You must be able to demonstrate these financial and operational criteria through documents like audited financial statements and a detailed business plan.
Step 2: Prepare the Required Documents
To prove that you’re eligible for TISO promotion in Thailand, you primarily need proof that you are a service-oriented business and have financial capability. Here are required documents for TISO application:
- Completed BOI TISO application form.
- Latest audited financial statements proving your annual selling and administrative expenses
- Business plan detailing your service activities and projected expenditure.
- Proof of legitimacy of your business operations, which can include invoices, certificates of origin, and other relevant supporting documents.
- Copies of personal identification for shareholders and executives (passports or national ID).
- A security plan if applicable (for industries requiring such)
Step 3: Application Submission
Submission to the BOI can be handled by the company or via an appointed representative or agent such as Emerhub. The BOI will review your application, financial statements, business plan and other documents to make sure you’re qualified for TISO promotion.
This may include background checks and a thorough verification of submitted information. BOI may also conduct an interview or meeting to discuss your company’s business plan, objectives, and alignment with BOI conditions.
If the review is successful, the BOI will issue the TISO promotion license or operating license. You will receive official notification and documentation outlining the granted rights.
Step 4: Post-Approval Obligations
Upon establishing your BOI company, you must ensure ongoing compliance with BOI regulations to avoid penalties. Additionally, you must also apply for a BOI Operating License within 3 years of receiving the BOI certificate. Our team of experts in Thailand can provide ongoing support to ensure you initiate this well in advance, ensuring that you remain in good standing with the BOI throughout your operations in Thailand.
Foreign Business License (FBL): An Alternative for Foreign Companies in Thailand
An FBL is a permit that allows foreign-owned businesses to operate in Thailand in sectors restricted by the FBA. Like a BOI promotion, it allows you to own 100% of a company in Thailand. As a general rule, If you already qualify for a BOI or TISO promotion, you don’t need to apply for an FBL.
To qualify, you must meet the following criteria:
- Must be a legally registered entity in Thailand
- Must have no criminal record or prior business-related legal violations in Thailand
- The intended business activities must fall under List 2 or List 3 of the FBA, which include activities permitted to foreigners under conditions or sectors where Thai nationals are not ready to compete.
- Must have a registered capital not less than THB 2 million (~USD 61,000). However, ministerial regulations may impose higher thresholds depending on the business activity. This capital must be fully paid-up and remitted into Thailand within 3 years after approval.
- Required documents include a detailed business plan, financial statements, corporate registration documents, identification for shareholders and directors, and proof of capital payment.
With the Thai government’s recent crackdown on nominee structures, it is imperative that you legally establish your company in Thailand according to FBA regulations. Through BOI or TISO promotions or acquiring an FBL, Emerhub can help you expand your business in Thailand.
Talk to our team of experts to help you expand your business in Thailand. Fill out the form below and we’ll put you in touch!
FAQs About BOI TISO Promotion in Thailand
If your company is accused of using nominees in Thailand, penalties include up to three years’ imprisonment and fines up to THB 1 million, applicable both to the nominee Thai nationals and the foreign parties involved. The courts will order the immediate cessation of nominee arrangements, and failure to comply can lead to additional daily fines ranging from THB 10,000 to 50,000 per day until corrective actions are taken. Authorities may also revoke the company’s business license, effectively halting its operations, and seize assets or shares held through nominee arrangements.
The BOI registration process under TISO promotion typically takes 6-10 months from application submission to approval. The timeline largely depends on the completeness of your documentation and the complexity of your business project.
Converting a nominee structure to BOI or FBL requires careful legal restructuring and full compliance with Thai Law. Authorities treat nominee arrangements as a direct violation of the FBA, with severe penalties, including criminal charges and business closure.
To rectify this, companies must fully disclose true ownership, dissolve nominee arrangements, and then restructure as a properly licensed entity by applying for BOI promotion or by obtaining an FBL.
As a foreign investor, you should watch out for these common pitfalls in applying for FBL or BOI promotion:
- Failing to maintain required reporting and legal standing after approval.
- Not meeting minimum capital requirements for the specific industry.
- Missing, improperly translated, or notarized paperwork delays approval.
- Failing to submit registrations or capital remittance on time.
- Overlooking special regulations for certain industries.
- Not meeting Thai ownership or board composition rules for FBL.
- Underestimating regulatory complexity and language barriers.
