Thailand has strict ownership restrictions imposed under the Foreign Business Act (FBA). Foreigners cannot own more than 49% of a company without special permissions from the Department of Business Development (DBD). To legally operate as a foreign-owned business entity, you must obtain either a Foreign Business License (FBL) or seek Board of Investment (BOI) promotion.
However, obtaining an FBL or registering for BOI promotion is a complex process involving multiple steps and stringent requirements. The approval process can take more than 6 months. Fortunately, there is an alternative path that allows 100% foreign ownership without the need for an FBL or a BOI promotion for wholesale and retail businesses.
Foreign Ownership in Wholesale and Retail Businesses under the FBA
The FBA classifies wholesale and retail businesses under List 3, specifically as categories 3(14) and 3(15). This classification reflects Thailand’s policy that Thai nationals are not yet sufficiently competitive in these wholesale and retail sectors. This system protects local businesses by limiting foreign participation in smaller-scale trading activities while allowing larger foreign investments to operate freely.
How does this Foreign Ownership Exemption Work?
To be exempted from obtaining an FBL or a BOI promotion, you must meet the following capital requirements:
- For retail businesses, the law requires a minimum of THB 20 million capital per storefront. This means that if multiple retail outlets are planned, the capital should be allocated accordingly.
- For wholesale, one central office or warehouse is used with the full THB 100 million capital allocated.
With this exemption, you are allowed 100% foreign ownership legally. It also applies regardless of investor nationality and is not limited by treaty or BOI industry lists.
Strategic Tip for 2026-2027: While the THB 100M capital injection is the fastest way for retail and wholesale businesses to gain 100% ownership, companies looking to relocate regional headquarters should evaluate the BOI’s 2026 Relocation Measure.
Under the renewed 2026-2027 framework, combining an International Business Center (IBC) with manufacturing can yield significantly higher tax ROI than the simple capital injection route, especially for companies with high-value digital or technical services.
Capital Injection and Payment Requirements
According to Section 1221 of the Thai Civil and Commercial Code, when a Thai company increases its registered capital, it is required to pay only 25% of the increased capital amount at the time of registration or capital increase. The increase must be approved through a shareholder resolution, and payment of 25% of the increased capital must be made and evidenced in a Thai bank account.
For example, if you initially register at THB 5 million and then increase capital to THB 100 million to qualify for the exemption, only 25% of the THB 95 million increase and not the full capital needs to be paid-in. This means a minimum injection of about THB 23.75 million (25% of 95 million) is legally sufficient for compliance.
Previously, you were required to begin with a minimum of THB 5 million at incorporation before making a capital increase. However, effective July 2024, DBD Order No. 1/2567 relaxes that requirement, enabling you to start with as little as THB 2 million or even less as initial registered capital, then pass a special resolution to increase registered capital to THB 100 million.
Other Methods of Attaining 100% Ownership in Thailand
Although Thailand has strict regulations regarding foreign ownership, there are plenty of pathways you can explore. We already talked about FBL and BOI promotion but there’s also utilizing U.S.-Thai Amity, allowing US citizens or entities to register companies with 100% ownership in most sectors except reserved businesses (e.g., media, agriculture, land ownership).
Here is a quick overview of foreign ownership pathways for companies in Thailand:
| Method | Pros | Cons |
|---|---|---|
| BOI Promotion | – Full 100% foreign ownership legally allowed. – Tax incentives (up to 8 years exemption). – Work permit and visa facilitation. – Can own land for business purposes. – Government support and recognition. | – Limited to BOI-promoted sectors aligned with government priorities. – The application process can be time-consuming (several months). – Must comply with BOI conditions and reporting. – Limited scope outside approved activities requires other licenses. |
| Foreign Business License (FBL) | – Enables 100% ownership in restricted activities.- Customizable to non-BOI sectors. | – Lengthy, uncertain approval process. – Requires detailed application and good justification. – License renewal and compliance burdens. – Higher regulatory scrutiny and restrictions. |
| US-Thai Treaty of Amity | – Exclusive for US citizens/entities allowing 100% ownership. – Avoids FBL process. – Relatively straightforward registration. | – Only available to US nationals and corporations. – Cannot engage in certain restricted sectors. – Cannot own land directly. – Requires US ownership and management majority. |
BOI Promotion is ideal for high-value, tech, manufacturing, or strategic sectors needing incentives, but involves a selective and longer process. On the other hand, FBL allows ownership broadly but involves uncertain licensing approval and compliance risks. The US Treaty of Amity offers a unique route for American investors to own 100% but is restricted to American nationals and excludes some sectors and land ownership.
Emerhub can assist you in attaining 100% foreign ownership in Thailand with our end-to-end corporate services. With 14 years of experience, we can guide you on establishing a suitable business structure, prepare documents and all filings with the DBD.
Know more about foreign ownership regulations in Thailand with our local experts. Fill out the form below for a free consultation!
FAQs About 100% Foreign Ownership in Wholesale and Retail
With THB 100 million capital, you can open up to five retail outlets in Thailand. Under the FBA, each retail store requires a minimum capital of THB 20 million, so a total capital of THB 100 million allows for operating up to five stores.
List 3 of the Thai Foreign Business Act covers business activities in which Thai nationals are considered “not yet ready to compete with foreigners.” This list essentially acts as a catch-all category for many service businesses where foreign competition is controlled to protect local Thai businesses.
Examples of List 3 activities include:
- Other service industries not specifically regulated by ministerial rules.
- Accounting and legal services
- Architectural and engineering services
- Advertising
- Internal trade related to native products
- Guided tours
- Hotel businesses (except management)
- Food and beverage sales
- Wholesale and retail trades below certain capital thresholds
Yes, there are restrictions, especially for foreign investors under List 3 of the FBA. This includes domestic trade involving indigenous agricultural products or goods that are protected by other laws.
Certain goods face import and export controls, including prohibited items such as narcotics, counterfeit products, and goods protected by royal or national symbols. Some goods, such as rice, sugar, and other agricultural products, may require special export or import permits governed by separate regulations to protect domestic markets.
Nominee shareholder arrangements in Thailand are illegal for foreigners and come with serious legal risks. Under Section 36 of the FBA, having a Thai person act as a nominee shareholder to hold shares on behalf of a foreigner is a criminal offense punishable by fines up to THB 1,000,000, imprisonment of up to three years. The law aims to prevent foreigners from using Thai nominees to disguise majority foreign ownership in restricted sectors.
