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COMPANY INCORPORATION

COMPANY INCORPORATION

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COMPANY INCORPORATION

FOREIGN BUSINESS LICENSE

A Foreign Business License (FBL) in Thailand can be awarded to a Foreign company with a majority of shares owned by Non-Thais. To apply for such a license, companies must first check with the "Foreign Business Act" to verify if the business type is permitted by Thai Law. The Thai Foreign Business Act of 1999 restricts activities which "foreign" companies may engage in. 

OVERVIEW 

Majority shares owned by Foreigners

Restricted to List 2 and List 3  business activities

Registration takes 60-75 days before FBL is issued

3M THB paid up capital 

DEFINITION OF A FOREIGNER

The Foreign Business Act defines the term "foreigner" as:

(1) Natural person not of Thai nationality 

(2) Juristic person not registered in Thailand

(3) Juristic person registered in Thailand having half or more of its capital shares held by person or juristic person mentioned in (1) or (2)

(4) Juristic person registered in Thailand having half or more of its capital shares held by (1), (2), or (3)

FOREIGN BUSINESS ACT

LIST 1

Businesses that foreigners are not permitted to engage in for special reasons

Examples:

  • Newspaper business

  • Farming, cultivation 

  • Animal farming

  • Forestry and timber from natural forest

  • Fishery especially in Thai territorial waters and in specific economic zone

  • Thai herb extraction

  • Trading and auctioning Thai antiques or objects of historical value

  • Making or casting Buddha images and alms bowls

  • Land trade

License:

N/A

Restrictions:
At least 50% of capital to be held by Thai nationals or Thai companies

Capital Requirements:

N/A

LIST 2

Businesses related to national safety or security, art and culture, tradition and folk handicraft and natural resources or environment

Examples:

  • Manufacture, distribution, repair/maintenance of firearms, ammunition, gunpowder

  • Trading of antiques or artifacts that are Thai works of art or Thai handicrafts

  • Wood carving

  • Silkworm rearing, Thai silk weaving, Thai silk printing

  • Production of gold-ware, silverware, nielloware, bronzeware, or lacquerware

  • Production of sugar from cane

  • Salt farming

  • Mining of rock salt

  • Timber processing for furniture

License:

The Cabinet

Restrictions:
At least 50% of capital to be held by Thai nationals or Thai companies

Capital Requirements:

3M THB or more

LIST 3

Businesses in which Thais are not ready to compete with foreigners

​Examples:

  • Rice milling and flour production

  • Breeding of aquatic creatures

  • Forestry from re-planting

  • Production of plywood, veneer, chipboard or hardboard

  • Production of lime

  • Accounting service

  • Legal service

  • Architecture

  • Engineering

  • Construction

  • Advertising business

  • Tourism

  • Hotel operation, excluding hotel management

License:

Thai Ministry of Commerce

Restrictions:

At least 50% of capital to be held by Thai nationals or Thai companies

Capital Requirements:

3M THB or more

RESTRICTED ACTIVITIES

List 1: Businesses that are not permitted for foreigners to operate due to special reasons:

  • Newspaper, journalistic enterprise, broadcast radio station enterprise, television station enterprise

  • Farming, cultivation or horticulture

  • Animal farming 

  • Forestry and timber conversion from natural forests

  • Fishery, especially in Thai territorial waters and in specific economic zone of Thailand

  • Thai herb extraction

  • Trade and auction sale of Thai antiques or objects of historical value

  • Making or casting of Buddha images and alms bowls

  • Land trade

List 2: Businesses related to national safety or security, arts and culture, traditional and folk handicraft, or natural resources and environment:

I. Category 1 - Businesses concerning national security or safety​​

  • Manufacturing, distribution and repair of:

    • Firearms, ammunition, gunpowder, and explosive materials​

    • Components of firearms, ammunition, and explosive materials

    • Armaments, ships, aircraft, or military vehicles

    • Equipment or parts of any type of war equipment

  • Domestic land transportation, water transportation, or air transportation, including domestic aviation

II. Category 2 - Businesses that could have an adverse effect on arts and culture, customs, and native manufacturing/handicrafts​​

  • Trading of antiques or artifacts that are Thai works of art or Thai handicrafts

  • Wood carving

  • Silkworm rearing, manufacture of Thai silk, Thai silk weaving, or Thai silk printing

  • Manufacturing of Thai musical instruments

  • Manufacturing of gold-ware, silverware, nielloware, bronzeware, or lacquerware

  • Making bowls or earthenware which are of Thai art and culture

III. Category 3 - Businesses that could have an adverse effect on natural resources or the environment​​

  • Manufacturing of sugar from cane

  • Salt farming, including rock salt farming

  • Mining of rock salt

  • Mining, including stone quarrying or crushing

  • Timber processing for making furniture and utilities

List 3: Businesses in which Thai nationals are not yet ready and do not have prompt operating abilities to compete with foreigners.

  • Rice milling and flour production from rice and plants

  • Fisheries, specifically breeding of aquatic creatures

  • Forestry from replanting

  • Production of plywood, veneer, chipboard or hardboard

  • Production of lime

  • Accounting services

  • Legal services

  • Architecture

  • Engineering

  • Construction, except:

    • Construction of infrastructure in public utilities or communications requiring tools, technology or special expertise in such construction, except where the minimum foreign capital is 500M THB or more​

    • Other construction stipulated in the ministerial orders

  • Agency or brokerage, except:​

    • Being a broker or agent for underwriting securities or services connected with future trading of agricultural commodities or financial instruments or securities

    • Being a broker or agent for trading or procuring goods or services necessary for production or rendering services amongst affiliated enterprises

    • Being a broker or agent for trading, purchasing or distributing or seeking both domestic and foreign markets for selling domestically manufactured or imported goods in the manner of international business operations having the foreigners' minimum capital of 100M THB or more

    • Being a broker or agent of other category as stipulated in the ministerial orders

  • Auction, except:

    • Auction in the manner of international bidding, not being auctions of antiques, ancient objects or artifacts that are Thai works of art, Thai handicrafts or antique objects, or with Thai historical value​

    • Other types of auction, as stipulated in the ministerial orders

  • Domestic trade relating to local agricultural products or produces that has not yet been prohibited by law​

  • Retailing all categories of goods having less than 100M THB capital in total or having the minimum capital of each shop of less than 20M THB 

  • Wholesaling, all categories of goods having minimum capital of each shop less than 100M THB 

  • Advertising

  • Hotel operation, excluding hotel management

  • Tourism

  • Sale of food and beverages

  • Planting and culture of plants

  • Other services, except those stipulated in the ministerial order

TYPES OF BUSINESSES WHICH MAY APPLY FOR A FOREIGN BUSINESS LICENSE 

A company registered in Thailand with majority or complete foreign ownership, whereby the business activities are not prohibited to foreigners under the Foreign Business Act, and the company's business activities involve bringing in technology transfer and helping with the development of Thailand.

Representative Office

A foreign company that wishes to have presence in Thailand for the purpose of better understanding the Thai market, marketing its company or products, introducing new products offered by the foreign headquarters without earning revenue but provides important support to the head office.

Branch Office

An established branch office operates normally just as a regular limited company would only with one exception - there are no shareholders or directors and are not registered companies. Instead, these offices are an extension of the parent company.

A Thai BOI company that is eligible to receive tax and non-tax privileges granted by the Thai Board of Investment.

US Treaty of Amity Company

A company registered either in Thailand or the United States of America, having US nationals as a majority of shareholders and directors registered under the Treaty of Amity between Thailand and the US.

HOW TO APPLY?

Step 1: Submission Application

A completed application form with all supporting documents must be submitted to the Ministry of Commerce (MoC). The registrar may request for additional information to support the business license application. 

Step 2: Review Application by the Foreign Business Committee

Review of the application by the Foreign Business Committee within a 60 day consideration period. In the case that an application is rejected, the MoC will inform the applicant within 15 days of the decision in writing stating the reason for rejection. Applicants are entitled to lodge an appeal with the Minister within 30 days of the date on which the decision was received. The Minister shall make a decision on the appeal within 30 days of which the decision of the Minister shall be final.

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