Do you need a Foreign Business Licence before you operate — or sign a lease?

Do we need a Foreign Business Licence to operate this activity in Thailand as a 50%+ foreign-owned company?

That question should be answered before you start trading, hire staff under a restricted activity, or sign a lease that assumes you can operate. Company registration alone does not settle it. Under the Foreign Business Act B.E. 2542 (1999), a company registered in Thailand is a foreigner if 50% or more of its shares or investment are held by foreigners. What that company may then do depends on which of the Act’s three annexed lists its activity falls under — and whether it holds a licence or, in the BOI and treaty cases, a certificate.

This article is the decision guide for that fork: licence, certificate, or neither. It uses the same four-question method already published on Corporly’s Foreign Business Licence service page. It does not replace a review of your specific activities and ownership.

Why this decision comes before operating

A signed lease, a hire, a customer contract or an existing registration can narrow which routes are still realistic, and sometimes changes the order the work has to happen in.

Structures designed to present as Thai while operating otherwise are among the most expensive mistakes in this area. Authorities look past the shareholder register to beneficial ownership and actual control, and nominee arrangements used to mask nationality are prohibited.

The four questions that decide the route

01 — Is the company a foreigner under the Act?

There are four ways to be one:

1. An individual without Thai nationality.
2. A juristic person not registered in Thailand.
3. A juristic person registered in Thailand where 50% or more of the shares or investment are foreign-held, or a registered partnership whose managing partner is a foreigner.
4. A Thai-registered company 50% or more owned by any of those — so a Thai company owned by a foreign-held Thai company is itself foreign.

If you are not a foreigner under the Act, the Foreign Business Licence question under this Act does not apply in the same way. If you are — including through ownership two levels up the chain — continue.

02 — Which annexed list does the activity fall under?

• List 1 covers activities connected with national security, culture, traditions and natural resources. These are closed to foreigners — there is no licence to apply for.
• List 2 covers businesses that may affect security, national interest or natural resources. A Foreign Business Licence is the instrument; approval rests with the Cabinet.
• List 3 covers businesses Thai nationals are not yet ready to compete in, largely services. A Foreign Business Licence is the instrument; approval rests with the Director-General with the consent of the Committee.
• None of the lists: an activity on none of the lists does not need a licence under this Act.

Which list applies turns on how the activity is characterised — not only on how the company describes itself or what its registered objectives say.

03 — Is the minimum capital in place?

The Act sets a floor: at least 2 million Baht for a general business not receiving special privileges, and at least 3 million Baht per business activity where that activity requires a licence under the annexed lists. Capital that is not in place can stop a route that would otherwise be open.

04 — Licence, or certificate?

A List 2 or List 3 activity needs a Foreign Business Licence. Where the business is BOI-promoted, authorised for export or industrial purposes under specific laws, or covered by a treaty, the instrument is a Foreign Business Certificate instead — obtained by notifying the Director-General rather than applying for permission.

A certificate is not a blanket right to conduct any business in Thailand. Treaty rights extend only to the business types that treaty permits, and a certificate carries whatever conditions the government or the treaty sets; List 1 activities may remain restricted regardless.

Licence vs certificate vs neither — at a glance

Sector-specific regulation is assessed separately. A Foreign Business Licence does not stand in for a sector licence.

What the free assessment establishes — and what it does not

Corporly’s free Foreign Business Licence Assessment reviews the activities the business will actually carry out, the proposed ownership, control and operating model, which annexed list each activity falls under (if any), whether the route is a licence or a certificate on BOI or treaty grounds, and whether the minimum capital for that route is in place.

You get back which list your activities fall under and why; whether the route is a Foreign Business Licence or a Foreign Business Certificate; the information still missing; the points needing further legal analysis; and a proposed next stage, scoped and quoted before it starts.

It is not a legal opinion, and is not a confirmation that a licence will be granted. It cannot move an activity off List 1, or make BOI promotion or a treaty available where the activity does not qualify. It does not prepare or submit an application — that is the separately scoped implementation stage. Approval rests solely with the relevant authority. Processing time depends on the authority and cannot be fixed in advance.

Where a licence is required, the application work is scoped separately and its fee confirmed in writing before substantive work begins. Government charges are identified separately from the professional fee. There is no obligation to proceed.

Timing already published (authority-controlled)

The authority has 60 days from submission to decide a licence application, and the Cabinet may extend that by up to 60 days more for a List 2 business; the licence itself is issued within 15 days of approval. A certificate must be issued no later than 30 days from receipt of a valid notification. These periods are statutory and outside Corporly’s control. No approval date is offered.

Next step

If your company is, or will be, 50% or more foreign-held, and you need to know whether you need a licence, a certificate, or neither before you operate or sign a lease:

Get a free Foreign Business Licence Assessment — or Talk to a lawyer.

Related reading: What a Foreign Business Licence Is, and When It Is Required.