Foreign ownership of a Thai company: the rules people get wrong (2026 check)
A foreigner can hold up to 49% of a Thai limited company in any business, and more than that only where the Foreign Business Act allows it: through a Foreign Business Licence, Board of Investment promotion or, for US citizens, the Treaty of Amity. The Thai 51% has to be real. Since 1 August 2026 the Department of Business Development asks for three months of bank statements from the Thai investors whenever a foreigner co-invests or signs for the company, and a Thai partner who put in no money is a nominee, which is a criminal offence for both of you.
In short
Under the Foreign Business Act B.E. 2542 a company is "foreign" when foreigners hold at least half its shares. Below that it is Thai and can trade in most sectors.
A foreign company needs a Foreign Business Licence for anything on the Act's restricted lists, with minimum capital of 3 million baht (2 million baht for unrestricted activities).
Using a Thai nominee carries up to three years' imprisonment or a fine of 100,000 to 1,000,000 baht, or both, for the Thai and the foreigner.
Since 1 August 2026 (DBD Order No. 2/2026, as reported by The Nation) new and amended registrations involving a foreigner need an investment explanation letter and three months of the Thai investors' bank statements.
To work in your own company you will also need 2 million baht of paid-up capital and four Thai employees per foreign work permit.
Can a foreigner own 100% of a company in Thailand?
Sometimes, but not by default. The Foreign Business Act B.E. 2542 (1999) sets out three lists of businesses that foreigners may not operate, or may operate only with permission. The Board of Investment's 2026 guide to starting a business puts it plainly: for partnerships and limited companies, foreign ownership is "no more than 49 percent if prohibited by FBA".
The same guide gives the three ways past that cap: a Foreign Business Licence from the Department of Business Development (DBD), a Foreign Business Certificate issued after BOI promotion, or the Treaty of Amity, open to US investors only. BOI promotion is what most people mean by "100% foreign owned", and the guide's footnote matters: "Not all types of businesses in Thailand can be fully owned by foreigners without investment promotion." A restaurant, a tour company or a small service business usually sits on List Three of the Act and ends up as a Thai-majority company.
What counts as a "foreign" company?
The Act never mentions 51%. Section 4 defines a foreigner as a natural person without Thai nationality, a juristic person not registered in Thailand, or a Thai-registered juristic person "at least one half of capital shares of which are held" by foreigners. Half, not a majority: a 50/50 company is foreign. It also looks through layers: a Thai company that is itself half foreign-owned counts as a foreigner when it holds shares in yours (section 4(4)), so stacking companies to dilute the percentage on paper changes nothing.
Which businesses are restricted?
List One (closed to foreigners, including land trading) and List Two (national security, culture and natural resources) rarely concern a relocating business owner. List Three, businesses "in respect of which Thai nationals are not ready to compete with foreigners", is the one that catches small foreign businesses. Its 21 items include accounting, legal, architectural and engineering services, construction, brokerage, advertising, hotels (but not hotel management), guided touring, the "sale of food and beverages", retail under 100 million baht of capital, and, at item 21, "other service businesses, with the exception of service businesses as prescribed in the Ministerial Regulation". That last line is why a consultancy, a property-management firm or an online agency is usually restricted unless a Ministerial Regulation has taken its activity off the list. The BOI's One Start One Stop centre adds that a licence for a List Three activity must be in hand before operations begin and that the Foreign Business Committee has 60 days to decide. Which paragraph your activity falls under is something we settle case by case as part of our company registration service.
What is a nominee, and why does it matter more in 2026?
Section 36 of the Act makes it an offence for a Thai national to act "as a foreigner's nominee in holding shares in a partnership or a limited company" so that the foreigner can run a business the Act would otherwise bar, and, in the same sentence, for "a foreigner who allows such act to be committed". The penalty is imprisonment for up to three years, or a fine of 100,000 to 1,000,000 baht, or both, and the court must order the shareholding to cease; breaching that order costs 10,000 to 50,000 baht a day. Section 37 applies the same penalties to a foreigner operating a restricted business without permission, and section 41 extends liability to directors who fail to prevent the offence.
The law is not new. The enforcement is. The Nation reported in March 2026 that DBD Order No. 2/2025, in force from 1 January 2026, already required financial evidence including bank statements, and that the DBD counted 118,016 companies classed as Thai with foreign shareholdings between 0.01% and 49.99%, more than 80% of which it estimated might involve nominees. In May 2026 Thai PBS World reported that the DBD had screened 11,426 foreign-invested companies on Koh Samui and Koh Pha-ngan as the first targets of a national campaign. On 31 July 2026 The Nation reported DBD Order No. 2/2026, effective 1 August 2026: when a foreigner co-invests or holds signing authority, at incorporation or at any later change of shareholders or directors, the applicant must file an investment explanation letter and three months of bank statements from the Thai investors who paid in the capital. On 19 October 2026 Thai PBS World reported that the Prime Minister had widened the campaign nationwide and added land and building holdings to the audit.
The Thai-partner model works when the Thai shareholders are real investors who paid for their shares with their own money and can show it. A friend, an employee or an accounting firm holding 51% on your behalf is the arrangement these orders were written to catch.
How much capital does the company need?
Two rules get mixed up here. The first is in the Act: section 14 sets the minimum capital a foreigner must bring to start a business at not less than 2 million baht, rising to not less than 3 million baht for each business that needs a licence under the lists. That applies to "foreign" companies as the Act defines them.
The second comes from immigration practice and applies even to a Thai-majority company if you want to work in it. The BOI's 2026 guide states a "minimum of 2 million baht registered capital per a work permit" and "at least 4 Thai employees per work permit (as per regulation by the Immigration Bureau)". The Thai Government's guidance on staying in Thailand for business (information as of 11 July 2023) puts it as "paid-up capital of at least 2 million baht", one foreign employee to four permanent Thai employees, and two years of audited accounts. One source says registered capital, the other paid-up; the safer assumption is that the capital will need to be actually paid in, because that is what the extension file has to show. These figures drive the Non-B visa and work permit, and they are why a one-person consultancy is often better served by a DTV or an LTR visa than by a company it cannot staff.
Is the 49/51 structure still safe?
Yes, if it is true. Nothing in 2026 outlawed a Thai-majority company with foreign shareholders. What changed is that the registrar now asks the Thai side to prove it invested. If your Thai shareholders can show three months of statements with the capital coming from their own accounts, and explain in writing why they invested, the structure is as valid as it ever was. If the money went from your account to theirs the week before, it is not. Side arrangements that hand control back to the foreign minority, such as loans to the Thai shareholders or powers of attorney over their shares, are what an auditor tracing "ultimate beneficial owners" will ask about. We are not a law firm and do not rule on the legality of a given arrangement; we do tell you, before anything is filed, when a structure will attract those questions, and our accounting and tax team keeps the filings that immigration will later ask for.
What we check before we submit
Five things need checking before a company file goes near the registrar. The activity: which list it falls under, and whether a licence, BOI promotion or a Thai-majority structure is the answer. The shareholders: who they are, what they pay, from which account, and whether that history will pass the three-month statement test. The capital: whether registered and paid-up amounts match what work permits will need later. Control: directors, signing authority and side agreements, read against the nominee provisions. And the timeline: when you need to be working legally, because a company on paper cannot yet sponsor a work permit.
We prepare your case as your documents come in, keep you informed at every stage, and submit only when everything is ready. Prices are on request; see prices and services.
Frequently asked questions
Can a foreigner be the sole director of a Thai company?
The Act's definition of a foreign company is about shareholding, not directors, so a Thai-majority company can have a foreign director. Since 1 August 2026 a foreigner with signing authority triggers the DBD's financial-evidence checks on the Thai shareholders, and a foreign director who works in Thailand also needs a work permit.
Is a 50/50 company Thai or foreign?
Foreign. Section 4 treats a company as foreign when "at least one half" of its shares are held by foreigners, so a 50% foreign holding makes it a foreign company that needs a licence for any restricted activity. To stay Thai, the foreign share must be below 50%.
What happens to an existing company that used a nominee?
Section 36 provides for up to three years' imprisonment or a fine of 100,000 to 1,000,000 baht, or both, for the Thai nominee and the foreigner, plus a court order to end the shareholding and a daily fine of 10,000 to 50,000 baht if that order is ignored. In 2026 the DBD has been auditing existing companies, not only new registrations, including on Koh Samui and Koh Pha-ngan. If your structure may be exposed, the time to look at it is before an audit letter arrives.
If you are weighing up a Thai company, the best time to talk to us is before the shareholders are chosen and before any money moves. Book a free consultation on Google Meet, tell us what the business will do, and we will tell you what it actually takes.
General information, not legal advice; rules change, and we confirm your case with the team.
Related reading: Building a Business in Thailand: Dream vs Reality · Working in Thailand as a Foreigner: What It Actually Takes
Last verified: 26 October 2026.
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