Overseas-Owned Business Permit in Thailand

Foreign investors seeking to undertake business activities in Thailand in sectors that are subject to foreign-ownership restrictions must often apply for a formal licence under the Foreign Business Act B.E. 2542. At BASE Law Firm, we provide expert guidance for companies and individuals seeking this permit, navigating regulatory hurdles and helping structure operations in compliance with Thai law.

Our service include:

Foreign Business Act eligibility review
Licence preparation and document filing
Capital and ownership structuring advice
Compliance with List 2/3 rules
Post-approval monitoring and support
Strategic planning for restricted sectors

What the Permit Covers

This licence (often referred to as the “Foreign Business Licence” or FBL) enables foreign-majority or foreign-owned companies to engage in business lines that would otherwise be reserved for Thai nationals. Without this permit, such activities may not lawfully proceed.

Business Activities: The Lists & Restriction Levels

Under the Act, business activities are grouped into three main categories:

List 1: Activities completely off-limits to foreigners due to special national policy reasons.
List 2: Areas where foreign participation is conditional – for example requiring Thai ownership of a minimum percentage.
List 3: Sectors where Thai nationals are judged not yet ready to compete, thus foreigners may participate only if a licence is obtained in advance.

Before commencing operations, a foreign entity must determine which list applies to its business and whether a licence is required.

Key Eligibility Criteria & Capital Requirements

To apply for the permit, an applicant must satisfy certain qualifications under Section 16 of the Act, including:

Applicant must be at least 20 years old or, for juristic persons, the responsible person must meet similar standards.
Not be bankrupt, not subject to certain criminal convictions or revoked licences within the last five years.

Capitalisation requirements also apply:

Generally, a foreign-owned company must have at least THB 2 million registered capital.
For businesses under List 2 or List 3, the required capital may rise (commonly THB 3 million or more).

Application Procedure Overview

The process typically follows these stages:

Pre-application review – We help assess your business model, identify whether your activity falls under a restricted list, and advise on required documentation.
Submission of licence request – This involves a detailed dossier, including business description, capital structure, ownership details, employment plan and location map.
Government review & decision – The competent committee evaluates benefits to the Thai economy, security or other policy factors. Approval timeframes vary but are typically several months.
Granting of licence – If successful, the company receives approval and may commence the restricted business activity legally.
Ongoing compliance – Post-approval, the company must operate in line with the licence conditions, maintain records and avoid change of structure that breaches the terms.

Practical Considerations & Risks

When planning to operate under an FBL, one must keep in mind:

If the intended business falls under List 1, foreign ownership is prohibited — a licence cannot be granted.
Changing your business category, ownership proportions or shareholding after obtaining the licence can invalidate the approval and expose the company to sanctions.
The application process is complex and time-consuming; companies often proceed only after careful planning.

How BASE Law Firm Assists

BASE Law Firm offers tailored services throughout the entire foreign-business licence journey:

Initial eligibility screening, to determine whether your business requires a licence and assess potential obstacles.
Document preparation and filing, including drafting the business declaration, collecting supporting documents, and liaising with the relevant Ministry.
Structure optimisation, advising on ownership, capital, corporate governance and operational setup to meet licence criteria.
Post-approval support, helping you maintain compliance, monitor licence-condition adherence, manage record-keeping and adapt to operational changes.
Strategic advice, if your business evolves beyond the original licensing scope or you wish to convert to another regulatory structure.

Summary

Operating a foreign-owned business in a regulated sector in Thailand requires obtaining the appropriate licence under the Foreign Business Act. While the benefits of legal compliance are clear, the licensing pathway is intricate and carries significant regulatory obligations. With the legal experience of BASE Law Firm, you can approach this process with clarity, strong structure and confidence in navigating Thai law.

If you anticipate participating in a restricted business activity in Thailand, contact BASE Law Firm now to schedule a consultation and review your plan.