Foreign Business Act B.E. 2542
Foreign Business License Thailand Lists, Capital, Fees and the DBD Process
A foreign-majority company in Thailand needs a Foreign Business License before it starts any activity on List 2 or List 3 of the Foreign Business Act. Here is what the lists cover, what it costs in government fees, how the DBD reviews an application, and when BOI or the US Treaty of Amity is the better route.
Who counts as a foreigner under the Act
Under section 4 of the Foreign Business Act, a company registered in Thailand is a foreigner if half or more of its shares are held by foreigners. Limited and registered ordinary partnerships are foreigners if the managing partner is a foreigner. Below 50 percent foreign shareholding, the Act does not apply and no licence is needed.
Source: BOI OSOS, Obtaining Foreign Business License/Certificate
The three lists
| No. | List | What it covers |
|---|---|---|
| 01 | List 1 | Closed to foreigners. Examples: newspapers and broadcasting, rice farming and horticulture, animal husbandry, trading in land, Thai antiques, making Buddha images. |
| 02 | List 2 | National security, culture and natural resources. Examples: domestic transport and aviation, firearms, Thai silk, wood carving, mining, sugar from cane. A foreigner needs Cabinet approval, and at least 40 percent of the shares must generally be Thai held. |
| 03 | List 3 | Businesses Thai nationals are not yet ready to compete in. Examples: accounting, legal services, architecture, engineering, most construction, agency and brokerage, advertising, hotel operation, tourism, food and beverage sales, retail under THB 100 million total capital, wholesale under THB 100 million per shop, and "other services". A foreigner needs a licence from the Director-General of the DBD, approved by the Foreign Business Commission. |
"Other services" in List 3 is a catch-all, so most foreign-owned service companies, including consulting and leasing, fall under it.
Sources: BOI OSOS, Obtaining Foreign Business License/Certificate, Foreign Business Act B.E. 2542 (English text, BOI)
Minimum capital
Section 14 of the Act sets two floors: at least THB 2 million for a foreign-owned business in general, and at least THB 3 million for each business that needs a licence under the lists. A company applying for two List 3 activities therefore needs at least THB 6 million.
Government fees
| Item | Government fee |
|---|---|
| Application for a licence (section 17) | THB 2,000 |
| List 3 licence, company | THB 5 per THB 1,000 of registered capital, min THB 20,000, max THB 250,000 |
| List 2 licence, company | THB 10 per THB 1,000 of registered capital, min THB 40,000, max THB 500,000 |
| Application for a certificate (sections 11, 12) | THB 2,000 |
At THB 3 million registered capital, the List 3 fee works out to THB 15,000, so the THB 20,000 minimum applies. With the THB 2,000 application fee, government fees total THB 22,000.
Settlr's professional fee for an FBL application is quoted per case.
Sources: Ministerial Regulation on fees (DBD translation), Thai government guide
How the DBD process works
- Confirm the activity falls on List 2 or 3 and check whether BOI or a treaty applies instead.
- Register the company and bring in the minimum capital.
- File the application (Form Tor. 2 and supporting documents) with the Bureau of Foreign Business Administration, DBD, Nonthaburi, or the provincial office.
- The Director-General decides a List 3 application with the approval of the Foreign Business Commission; a List 2 application goes to the Cabinet. The decision is due within 60 days of filing (section 17), and the Cabinet can extend a List 2 review by up to 60 days.
- If approved, the licence is issued within 15 days. If a List 3 application is refused, the reasons are sent in writing within 15 days, and you can appeal to the Minister of Commerce within 30 days.
Statutory periods run from the filing date. Preparing the business plan, technology transfer narrative and documents usually adds 4 to 8 weeks (our estimate).
Sources: Foreign Business Act B.E. 2542 (English text, BOI), Thai government guide, DBD application handbook
Licence or certificate: three routes to 100 percent foreign ownership
| Route | How it works |
|---|---|
| Foreign Business License | Discretionary approval for List 2 or 3 activities. THB 3 million minimum capital per activity. 60 day decision. |
| Foreign Business Certificate through BOI | If BOI promotes the activity, you notify the DBD and receive a certificate within 30 days of notification (section 12). No Commission review. BOI company registration |
| Foreign Business Certificate through the US Treaty of Amity | US citizens and US-majority companies notify the DBD and receive a certificate within 30 days (section 11). Some activities stay excluded. US Treaty of Amity |
Not sure which route fits? See the Thailand business setup guide.
Sources: Foreign Business Act B.E. 2542 (English text, BOI), BOI OSOS, Obtaining Foreign Business License/Certificate
What Settlr handles
Activity and list assessment, company incorporation with the DBD, capital structuring under the Foreign Business Act, the FBL application, and keeping the licence current after approval.
Incorporation starts from ฿25,000 one-time on our pricing page; FBL work is quoted separately.
Questions
Before you apply
What is a Foreign Business License in Thailand?
It is a licence from the Department of Business Development that lets a foreign-majority company operate a business restricted under List 2 or List 3 of the Foreign Business Act B.E. 2542. List 2 activities also need Cabinet approval. List 1 activities are closed to foreigners.
How much does a Foreign Business License cost?
Government fees are a THB 2,000 application fee plus, for a List 3 licence held by a company, THB 5 per THB 1,000 of registered capital, with a minimum of THB 20,000 and a maximum of THB 250,000. At THB 3 million of capital, the total is THB 22,000. Professional fees are separate.
What is the minimum capital for a Foreign Business License?
At least THB 3 million for each business that needs a licence. Foreign-owned businesses that do not need a licence need at least THB 2 million.
How long does it take to get a Foreign Business License?
A List 3 application must be decided within 60 days of filing, and an approved licence is issued within 15 days. Preparing the application usually adds 4 to 8 weeks before filing (our estimate).
What is the difference between a Foreign Business License and a Foreign Business Certificate?
A licence is a discretionary approval after a Foreign Business Commission or Cabinet review. A certificate is issued to companies that already have BOI promotion or treaty rights, such as the US Treaty of Amity, after they notify the DBD, and must be issued within 30 days.
Do I need a Foreign Business License if Thais hold 51 percent?
No. A company is a foreigner under the Act only when foreigners hold half or more of its shares. Nominee shareholding to avoid the Act is illegal, so the Thai shareholding must be genuine.
Planning a foreign-owned companyin Thailand?
Tell us the activity and we will tell you which route applies.
Sources: BOI OSOS, Obtaining Foreign Business License/Certificate, Foreign Business Act B.E. 2542 (English text, BOI), Ministerial Regulation on fees (DBD translation), Thai government guide, DBD application handbook