Must-Know! Can foreigners register a legal entity and hold 100% ownership ?

Thailand is considered one of the economically potential countries in the ASEAN region due to its advantageous geography, skilled human resources, and government investment support policies. These factors have attracted many foreigners to invest in Thailand. However, before officially starting a business, one crucial step that cannot be overlooked is the “registration of a legal entity.”

This article will help you understand key points that foreigners should know before registering a legal entity in Thailand. According to Thai law, foreigners face certain restrictions on shareholding in some types of companies. This article will guide you through the steps and methods of company registration for foreigners, as well as important precautions and additional advice from experts. 

Can foreigners hold 100% ownership when using company registration services?

It is possible in cases where... 

• They have been promoted by the BOI or
• Investing in areas or businesses that are exempted by law or
• Investing in businesses that are not in restricted categories.

Such investments require obtaining permission or applying for special privileges from relevant agencies, such as the Ministry of Commerce or the Board of Investment (BOI). There are legal requirements for properly registering the company, involving complex and multiple steps. It is recommended to study the process carefully or consult with FDI, experts in company registration, to get precise answers and smooth service. 

How many cases are there for foreigner company registration? 

In registering a company with foreign shareholders, it is similar to the way Thai nationals register a company but divided into two cases with the following details: 

1. Foreigners hold shares not exceeding 49%

The company will still be considered a Thai company and can operate all types of businesses as prescribed by law because the 49% shareholding by foreigners is less than the Thai shareholding. 

2. Foreigners hold shares more than 50%

It is considered a foreign company, which requires obtaining a foreign business license. There are certain restrictions, such as prohibitions on land ownership and conducting certain types of businesses, or engaging in businesses only with permission (as listed in Schedules 2 and 3) under the Foreign Business Act.

It can be easily understood as the 

“Foreign Business Act B.E. 2542 (1999).”

One of the main laws regulating foreign investment is the Foreign Business Act B.E. 2542 (1999), commonly referred to as the FBA. It specifies the types of businesses that foreigners are prohibited from operating and those they can operate but must obtain a license beforehand.

The businesses are divided into three main groups.

Schedule 1 : Businesses strictly prohibited for foreigners (such as activities related to Thai arts and culture

Schedule 2 : Allowed only if permitted by the Foreign Business Committee.

Schedule 3 : Allowed only if permitted by the Department of Business Development.

If foreigners want to operate businesses listed in Schedule 2 or 3, they must first obtain a Foreign Business License (FBL).

Applying for a work permit and business visa in Thailand.

Foreigners conducting business in Thailand as directors or executives must obtain a work permit and a Non-Immigrant B (Business) visa, with the following criteria:

• The company must have a minimum registered capital as specified by law. 
• They must hire Thai employees according to the specified ratio (usually 4 Thais to 1 foreigner), unless promoted by the BOI.
• There must be a clear place of business, a tax identification number, and proper registration for value-added tax (VAT).

What is the difference between a visa and a work permit?

A Non-Immigrant B (Business Visa) allows entry into Thailand for work or business purposes.

• Single-entry Business Visa: valid for 90 days.
• Multiple-entry Business Visa: valid for 1 year (but you must exit the country every 90 days or apply for an extension to stay in Thailand).
• For other types of visas, you can consult with experts for further guidance.

and must apply for a work permit A work permit is an official document that authorizes a foreigner to legally work in a specific position within a company according to the Alien Employment Act B.E. 2551 (2008). Having only a visa without a work permit does not legally permit employment, and conversely, having a work permit without the appropriate visa is also unlawful.

As an environmental and sustainability consultant, We are a company providing company registration services for foreigners wishing to invest in Thailand as well as Thai nationals, including comprehensive assistance with various business license applications. With over 30 years of experience, our expert team is ready to advise and support you every step of the way.

Our Services

• Provide guidance on registering all types of companies.
• Request a business license
• Accounting and tax services for legal entities.
• Commercial registration service
• Comprehensive business-related services. 

Why chooseFDI Accounting & Advisory ?

• Team of experts in registering companies and having a lot of experience
• Complete service, finished in one place.
• Convenient and fast, complete the process within 7 days.
• Affordable price, worth it
• Free consultation There is no charge.

Contact Us 

• Facebook : FDI Group – Business Consulting
• @fdigroup
• Phone : 02-642-6866, 02-642-6869, 02-642-6895
• E-mail : infojob@fdi.co.th
• Website : www.fdi.co.th