FAQ

Judgements cannot be made simply based on broad categories of manufacturing, trading and services. In general, ordinary manufacturing activities impose relatively few foreign‑ownership restrictions, and many projects permit 100% foreign shareholding. Whether trading and service businesses allow full foreign ownership depends on whether the actual business activities fall under restricted lists of the Foreign Business Act (FBA), relevant sector‑specific special laws, and whether BOI promotion or other statutory exemptions / licences have been obtained. Assessment shall focus on “what specific businesses you run, target customers, and charging models”, rather than broad descriptions stated on business licences.

I. Manufacturing: most ordinary manufacturing projects permit 100% foreign ownership

General manufacturing activities are not classified as restricted industries under Thailand’s Foreign Business Act, hence they are normally eligible for 100% foreign ownership. Where a project additionally conducts businesses restricted under special laws, or engages in domestic retail, wholesale or service activities, these ancillary businesses must be assessed separately.

II. Trading: key considerations cover “what to sell, target buyers, and capital scale”

Domestic retail and wholesale operations conducted by foreign‑owned enterprises in Thailand normally fall under Items 14 and 15 of FBA Annex List 3. Further assessment is required to determine whether a Foreign Business License (FBL) application is mandatory or statutory capital‑based exemptions apply. It should be clarified that THB 100 million is not a universal threshold for general FBL applications; it represents a capital‑based exemption condition for certain retail and wholesale scenarios only.

Per official interpretations, foreign‑operated retail businesses qualify for exemption when total minimum capital is no less than THB 100 million, with additional capital requirements met for each new retail outlet. For wholesale businesses, the qualifying condition is minimum capital of THB 100 million per business premise. Actual structures shall be verified against physical premises, paid‑in capital status and real‑world operations.

III. Services: most cases require review against Item 21 of FBA Annex List 3

Item 21 of FBA Annex List 3 establishes broad restrictions for “other service businesses”. Accordingly, consulting, management, leasing, maintenance, technical support and similar services cannot be assumed to permit direct 100% foreign‑owned operation. Common compliance pathways include applying for an FBL, obtaining a Foreign Business Certificate (FBC) subsequent to BOI promotion approval, or securing relevant qualifications under special laws or treaties.

IV. What can BOI resolve?

Where business activities qualify for BOI‑promoted categories, approved enterprises may apply for a Foreign Business Certificate pursuant to Section 12 of the FBA and other provisions to carry out promoted activities. One common misconception should be avoided: BOI status does not automatically lift foreign‑ownership restrictions for any restricted sector. Eligibility depends on whether the activity qualifies under BOI‑promoted scopes and corresponding conditions.

V. Zhongxin Tax & Finance’s approach for foreign‑investment admissibility assessment

Zhongxin first breaks down clients’ real‑world operations into discrete activities: production, procurement, sales, after‑sales / technical services, and intra‑group services. Each activity is assessed individually to identify genuine manufacturing work and activities triggering retail, wholesale or service‑sector restrictions. Options including 100% foreign ownership, Thai‑party joint venture, FBL/FBC licensing and BOI promotion are then compared. Zhongxin does not provide nominee‑shareholder arrangements. Equity structures and business scopes are designed strictly along compliant pathways.

VI. Professional boundaries and notes

Foreign‑investment admissibility assessment depends on substantive business activities. Even for enterprises whose core business is manufacturing, additional domestic trading, technical‑service or leasing operations may trigger different admissibility rules. Final verification shall reference actual business content, shareholder structure and prevailing requirements issued by competent authorities.

Policy Sources / Official References:

• Department of Business Development (DBD), Ministry of Commerce Thailand: Foreign Business Act, B.E. 2542 (1999). Key provisions: Section 17 (Foreign Business Licence), Annex List 3 Items 14 (Retail), 15 (Wholesale), 21 (Other Service Businesses).

• Department of Business Development (DBD): Annual Report 2025 – Foreign Business under the Foreign Business Act B.E. 2542 (1999), Chapter 2. The report lists foreign entities granted Foreign Business Certificates under Section 12 in 2025, including projects approved under BOI Investment Promotion Act.

• BOI One Start One Stop Investment Center (OSOS): FAQ “Minimum capital for Retail sale of goods”. This official FAQ cites FBA Annex List 3 Items 14 and 15 and clarifies that the THB 100 million threshold represents specific capital‑exemption criteria for retail‑wholesale businesses rather than a universal requirement for all FBL applications.

• BOI OSOS: “Obtaining Foreign Business License/Certificate”. This page confirms that BOI‑promoted projects may apply for Foreign Business Certificates under relevant FBA provisions.

VII. Next‑step suggestion: apply for preliminary foreign‑investment admissibility assessment

For enterprises planning 100% foreign‑owned entry into Thailand, reviewing real‑world business workflows carries higher priority than debating equity ratios. The following five items enable Zhongxin to complete the first‑round admissibility screening.

Zhongxin will conduct communications based on submitted selections without requesting redundant documentation. Key workflow: Submit application for professional review → Zhongxin business intake → Requirement diagnosis → Proposed solution and quotation.

Professional note: This submission supports preliminary identification of key nodes only. It does not constitute official approval from competent authorities or final conclusions on project compliance. All concrete matters shall be reviewed by specialists against enterprise documentation and prevailing regulatory requirements.