How to set up a software company in Thailand as a foreign founder

Yes, a foreign founder can register a Thai private limited company. Whether foreigners can hold half or more of the shares, or the whole company, and run it without further permission depends on the activity the company will carry out, not on calling it “software” or “SaaS”. Before you reserve a company name, check a few routes: a Thai limited company structure, Board of Investment (BOI) promotion where a digital project may fit, and a foreign business licence where the activity is restricted. Which route fits depends on ownership, how the activity is characterised, and what will actually be developed in Thailand.

Routes to check

These are routes to check against your plan — not a ruling that your product qualifies. The Department of Business Development and the Board of Investment decide their own applications.

Thai private limited company

Under the Foreign Business Act, a company registered in Thailand is treated as a “foreigner” if foreigners hold at least half of its capital shares (or the equivalent investment). Unless an exception applies — such as BOI promotion — foreigners may not operate List Three businesses without permission from the Director-General with the Foreign Business Commission’s approval: the foreign business licence route. List Three includes “other service businesses”, except service businesses exempted by Ministerial Regulation. Whether a software or digital-service activity falls under that item depends on how the activity is characterised.

If foreigners will hold less than half of the capital — counting shares held through other companies — and the Thai shareholders are genuine investors, check whether the company can operate the characterised activity without further foreign-business permission. Using Thai nominee shareholders so a foreigner can run a restricted business in circumvention of the Act is a criminal offence — not a setup route.

Under the Foreign Business Act, the minimum capital a foreigner uses to start a business in Thailand is the amount set by Ministerial Regulation, and not less than two million baht. Where the business needs permission under the Act’s Lists, the Regulation amount for each business may not be less than three million baht. Check the Regulation that applies to your business before you set capital.

BOI promotion (software, digital platform, digital content)

If the project will develop — or further develop — software, a digital platform or digital content in Thailand, check whether BOI promotion under the digital technology activities is worth pursuing. Current BOI materials describe Activity 8.1.1 (development) and Activity 8.1.2 (modification). BOI’s digital-industry materials (4 August 2026, citing Announcement Sor. 2/2567) and its Investment Promotion Guide 2026 list Activity 8.1.1 (development) in Group A2. Group A2 carries an eight-year corporate income tax exemption subject to a cap. Activity 8.1.2 (modification) is in Group B: non-tax incentives, no corporate income tax exemption. The Board of Investment decides whether a project is promoted.

For BOI-promoted projects in activities on List Two or List Three, BOI’s criteria set no limit on foreign shareholding unless other laws provide otherwise, and the Board may set limits for particular activities. That is not a flat “yes” for every software company — it depends on the activity and project conditions. If the promoted business is on List Two or List Three, the foreign company notifies the Department of Business Development to obtain a foreign business certificate. While the business stays promoted, most of the Foreign Business Act does not apply, with exceptions the Act lists.

For Activity 8.1.1, BOI’s current conditions (Investment Promotion Guide 2026) require investment capital of not less than 1,500,000 baht per year. This is calculated from salary expenses for Thai information-technology personnel additionally employed after applying for promotion and/or temporarily employed Thai IT personnel. For Activities 8.1.1 and 8.1.2, the project must reach full operation within 12 months after the promotion certificate is issued, and BOI states that this deadline will not be extended.

Our view: it depends on the software's specification, but for most software founders BOI promotion is the route to look at first.

Foreign business licence

If the characterised activity sits on a restricted list and BOI promotion is not the path you will pursue, check whether a foreign business licence (or related foreign-business permission) may apply. That is separate from company registration and from BOI. Do not assume every software or SaaS product is unrestricted — check the actual goods or services you will supply.

US–Thailand Treaty of Amity

American founders: the US–Thailand Treaty of Amity may let a company majority-owned and controlled by Americans run some restricted businesses, with a certificate from the Department of Business Development. Some sectors are excluded and the route is not open to non-US founders, so check whether your activity and ownership qualify.

What “development in Thailand” means for BOI

If you are considering BOI, “development in Thailand” is about where and by whom the project develops the product — not only where you sell subscriptions.

Check whether development is planned in Thailand and who employs the people doing it. Current conditions count salary expenses for Thai IT personnel employed on the project after applying (and, for Activity 8.1.1, temporarily employed Thai IT personnel). If you plan to outsource the build, check how that fits these conditions before you apply.

If the product already exists abroad, current BOI office conditions require further development of new functions in Thailand after you apply, with supporting detail comparing what existed before with what will be developed after. Operating a finished foreign product from Thailand alone is not the same check.

Official materials list activities this promotion does not cover — for example a website that is not a web application; consultancy; selling your own goods or services through a platform (including retail and wholesale); and improvements that do not add new functions (such as user-interface-only or language-only changes). These are examples; BOI decides other cases individually. Activity 8.1.1 conditions also exclude retail and wholesale sales of all product types. BOI states that income using the tax exemption must come from selling or providing services related to the promoted software, platform or content, as it specifies. Its Office Notification Por. 12/2566 (3 October 2023) excludes commission income and income unrelated to the promoted product, such as consultancy, hardware supply, or retail and wholesale sales.

See Corporly’s BOI promotion page for how an eligibility review is scoped. We quote the fee after we check eligibility. The Board of Investment alone decides whether to promote a project.

What to decide before you reserve a company name

Finish the route check before you reserve a name or file. Decide the goods or services and how you earn money; where development will happen and who employs the developers; target ownership; whether a licence or promotion is in scope; and capital against the Foreign Business Act floors above and, if relevant, the Thai IT salary basis.

Settle which routes to pursue, then register and, where relevant, apply for BOI or a foreign business licence. Related reading: foreign-owned business setup, company registration, and 100% foreign-owned company.

Common questions

Can a foreign founder own 100% of a Thai software company?

Not as a flat rule. If BOI promotes the project and its activity is on List Two or List Three, BOI’s criteria set no limit on foreign shareholding unless other laws provide otherwise or the Board sets a limit for that activity. Otherwise, check whether the activity is restricted at your ownership level and whether a foreign business licence may apply.

Do I need to check a foreign business licence for a SaaS product?

Yes. Many services may fall under List Three’s “other service businesses” item unless a Ministerial Regulation exempts them; it depends on how your activity is characterised. Company registration alone does not answer the licence question.

If the product is already built overseas, what should I check before considering BOI?

Whether you can describe new functions to be developed in Thailand after applying, with a before-and-after comparison, and whether the project can meet the Thai IT salary investment basis and the full-operation timing on the certificate.

What is the difference between registering a Thai company and applying for BOI promotion?

Registration creates the company. BOI promotion is a separate process for qualifying projects. If the promoted business is on List Two or List Three, a foreign company still notifies the Department of Business Development to obtain a foreign business certificate. One does not replace the other.

What should I check about who develops the product in Thailand?

Who employs the developers, whether they count as Thai IT personnel for promotion purposes, and whether development will happen in Thailand as the conditions require.

What should I decide before I reserve the company name?

Activity and revenue model, ownership, whether a licence or promotion is in scope, capital, and where development will sit.