The Board of Investment of Thailand (the BOI), established under the Investment Promotion Act B.E. 2520 (1977) as amended by Act (No. 2) B.E. 2534 (1991), Act (No. 3) B.E. 2544 (2001), Act (No. 4) B.E. 2560 (2017) and Act (No. 5) B.E. 2565 (2022), is the central agency that grants investment incentives in Thailand. A BOI company is a Thai juristic person whose business activity has been approved by the BOI for promotion under the Investment Promotion Act and which therefore benefits from a package of tax and non-tax privileges that no other corporate vehicle in Thailand can replicate. This guide is written by Thai lawyers for foreign investors, founders and corporate groups who want a complete, evergreen view of how a BOI company works, what activities qualify, what the tax holiday actually covers, how foreign ownership is treated, what the application costs and how long the process takes.

It explains the statutory basis of BOI promotion, the current category and incentive tiers used by the BOI, the corporate income tax exemption under Section 31, the post-exemption tax reduction and additional deductions under Section 35, the right to own land for the promoted activity under Section 27, the exemption from the foreign-shareholding cap of the Foreign Business Act under Section 12, the rules on importing skilled workers and experts under Sections 24 to 26, the dividend exemption under Section 34, and the import-duty exemptions under Sections 28, 29, 30 and 36. It then sets out the practical process, the required capital, the official fees and the realistic timeline, and ends with a comprehensive Q&A section.

What is a BOI company in Thailand?

Strictly speaking, a BOI company is not a separate corporate form. It is a Thai limited company (or, less commonly, a public company limited or a registered partnership) that has been incorporated under the Civil and Commercial Code and that holds an investment promotion certificate issued by the BOI under Section 17 of the Investment Promotion Act B.E. 2520 (1977). The certificate is granted activity by activity, not entity by entity, which means that the same Thai company can hold one or more BOI certificates and can carry on both promoted and non-promoted activities at the same time, with separate accounts for each.

The legal effect of the certificate is to lift, for the promoted activity, several restrictions that would otherwise apply to a foreign-controlled company. The most consequential are the Foreign Business Act B.E. 2542 (1999) majority-Thai-shareholding rule, the Land Code Promulgating Act B.E. 2497 (1954) prohibition on foreign land ownership, and the work-permit and visa restrictions imposed on foreign personnel by the Emergency Decree on Management of Foreigners' Working B.E. 2560 (2017) and the Immigration Act B.E. 2522 (1979). In their place, the certificate puts a tailored regime that gives the BOI company tax holidays, free remittance rights, land ownership for the project, and a fast-track work permit and visa channel for foreign experts and their families.

Which activities qualify for BOI promotion?

Eligibility is defined by the BOI's published list of activities and is updated periodically by board announcement. Since the 2022 reorganisation under the Five-Year Investment Promotion Strategy (2023–2027), BOI activities are grouped into ten sections that map onto the government's policy priorities, especially the Bio-Circular-Green (BCG) economy, advanced manufacturing, basic and supporting industries, and digital, creative and high-value services.

Each activity has its own conditions, in particular the minimum capital investment, the technology level, the value-added requirement and the human-resource conditions. The activity list and conditions are published by the BOI on www.boi.go.th and are amended by Board Announcement; the live list should always be checked at the time of application because activity codes and conditions change.

The BOI incentive tiers explained

BOI activities are not all promoted on the same terms. The BOI ranks each activity in one of several incentive groups, which determine the depth of the corporate income tax exemption and the suite of additional rights that come with the certificate. The current grouping is based on the activity's strategic importance, technological intensity and value to the Thai economy.

Three additional layers can stretch the CIT exemption. Merit-based incentives add up to three years of CIT exemption (or a higher cap on the existing exemption) for projects that meet competitiveness, decentralisation or industrial-area criteria. The Eastern Economic Corridor (EEC) measure grants extra incentives for projects in Chachoengsao, Chonburi and Rayong, particularly for the targeted S-curve industries. Special regional and zone-based measures reward investment in the twenty provinces with the lowest per-capita income, the Southern Border Provinces and the Special Economic Zones along the borders.

Tax incentives under Sections 31, 34 and 35

The most valuable privilege of a BOI company is the corporate income tax exemption granted under Section 31 of the Investment Promotion Act B.E. 2520 (1977). Under Section 31, paragraph 1, a promoted person is exempt from corporate income tax on the net profit derived from the promoted activity for a period set in the certificate, which cannot exceed eight years from the date income is first derived from that activity. For projects in groups A+/A1/A2 that meet the investment criteria, the exemption can be extended to up to thirteen years, as confirmed by the BOI's published guidelines and by board announcement.

Section 31, paragraph 2, sets a cap on the CIT exemption for groups A2 to A4 equal to one hundred per cent of the qualifying investment, excluding the cost of land and working capital. Group A1 and A1+ projects are not subject to this cap. Once the exemption period or the cap is reached, whichever comes first, the BOI company pays the standard corporate income tax of 20% on its net profits like any other Thai company.

The exemption is not limited to the operating company. Section 34 exempts dividends paid out of the exempt profits from personal or corporate income tax in the hands of the shareholders, on condition that the dividends are paid during the exemption period or within six months from its expiry. This is what allows a BOI company to repatriate its tax-exempt profits to a foreign holding company free of dividend tax.

After the Section 31 exemption ends, Section 35 can extend the benefit. Section 35(1) provides a fifty per cent reduction of the standard corporate income tax rate on net profit from the promoted activity for up to five years from the expiry of the Section 31 exemption. Section 35(2) allows a double deduction from the cost of transportation, electricity and water supply for ten years, and Section 35(3) allows an additional twenty-five per cent deduction of the cost of installation or construction of facilities used in the promoted activity.

Import-duty exemptions under Sections 28, 29, 30 and 36

Section 28 exempts the BOI company from import duties on machinery imported for use in the promoted activity, where the machinery is not produced or assembled in Thailand to the same standards. Section 29 grants a reduction of up to fifty per cent of the import duty on machinery where Section 28 does not fully apply. Section 30 grants exemption or reduction of import duty on raw and essential materials imported for the production of goods sold domestically by the BOI company, while Section 36 grants the same exemption for raw and essential materials imported for the production of goods that are exported. The combined effect is that a BOI manufacturing project can equip its plant and source its inputs without paying Thai import duty, dramatically reducing the project's capital and working-capital cost.

Foreign ownership and the Foreign Business Act

One of the most cited reasons foreign investors apply for BOI promotion is the right to own one hundred per cent of a Thai company. Under the Foreign Business Act B.E. 2542 (1999), a Thai company in which more than forty-nine per cent of the shares are held by foreigners is classified as a foreign company and is restricted from carrying on the businesses listed in Lists 1, 2 and 3 of the schedule annexed to the Act. Most service businesses, including a number of trading and consulting activities, sit under List 3 and are reserved for Thai-majority companies.

Section 12 of the Investment Promotion Act lifts this restriction by operation of law for the promoted activity. A BOI company may therefore be wholly foreign-owned in respect of an activity that, without BOI promotion, would have required Thai majority. The BOI's authority to grant this carve-out is reflected in Section 17 of the Foreign Business Act, which exempts BOI-promoted activities from the foreign business licence requirement.

This carve-out applies to the activity, not to the entire company. If a BOI company carries on both a promoted activity and a non-promoted activity that falls within the FBA's reserved lists, the company will need a separate foreign business licence for the non-promoted part, or it will need to keep the non-promoted part below the foreign-shareholding threshold. Careful structuring at the application stage is essential.

Land ownership under Section 27

The Land Code Promulgating Act B.E. 2497 (1954), in particular Section 86, prohibits aliens from owning land in Thailand, and Section 97 extends the prohibition to Thai juristic persons in which more than forty-nine per cent of the shares are held by foreigners or in which more than half of the shareholders are foreigners. Section 27 of the Investment Promotion Act creates a targeted exception. A promoted person may be granted permission to own land for use in the promoted activity in the area and for the period necessary to the project, even where the company would otherwise be classified as foreign for the purposes of the Land Code.

The Section 27 permission is recorded in the certificate and in the land office's records. When the certificate is revoked or expires, the BOI company must dispose of the land within one year unless a specific extension is granted. Section 27 is one of the most operationally valuable rights of a BOI manufacturing company, because it allows the project to be built on owned land rather than on a long-term lease, which materially affects financing and balance-sheet treatment.

Foreign personnel and visa privileges

The Investment Promotion Act treats the BOI company's access to foreign talent as part of the promotion. Section 24 allows the company to bring in skilled workers and experts to perform the promoted activity in numbers and for periods to be approved by the BOI, even where the standard work-permit ratio under the Emergency Decree on Management of Foreigners' Working B.E. 2560 (2017) would not allow it. Section 25 allows the spouses and dependants of those workers and experts to stay in Thailand for the same period. Section 26 allows the company to obtain visas and work permits for those persons through the BOI's One Stop Service Centre for Visas and Work Permits, which materially shortens the application time compared with the standard process at the Immigration Bureau and the Department of Employment.

The BOI application process step by step

The BOI application is filed online through the e-Investment Promotion system on the BOI's website (www.boi.go.th). The process is the same in form for every application, although the depth of the review depends on the activity and the size of the investment.

Realistic end-to-end timing for a typical project up to 200 million THB is between three and five months from the filing of a complete application to the issuance of the investment promotion certificate. Larger projects, projects requiring environmental impact assessment under the Enhancement and Conservation of National Environmental Quality Act B.E. 2535 (1992), and projects with significant value-chain or technology dependencies generally take longer.

Required documents and information

The BOI application form is structured by activity but the core information set is consistent. Investors should prepare the following at the pre-filing stage:

• Corporate information of the applicant: incorporation documents (or proposed structure if the Thai company is not yet formed), shareholders and ultimate beneficial owners, and information on the parent group
• Project description: activity code, location, scale, products or services, target markets, value-added at each step, and how the project meets the conditions of the activity
• Capital structure: registered capital, paid-up capital, shareholding ratio (Thai vs. foreign), and proposed financing
• Investment plan: machinery list and origin, building and civil works, working capital, total qualifying investment excluding land and working capital
• Operating plan: production capacity, raw materials, supply chain, employment plan (Thai and foreign), human resource development plan
• Financial projections: profit and loss, balance sheet and cash flow over the project life
• Technology plan: process flow chart, technology source, intellectual property, and where applicable R&D commitments
• Environment, health and safety plan: pollution-control measures, waste management and EIA status if applicable

Capital and official fees

The general rule, set by the BOI's published policy and confirmed in BOI guidance, is that the minimum qualifying investment is 1 million THB, excluding the cost of land and working capital, with higher activity-specific minimums for some sectors. Service activities under the small and medium enterprise (SME) measure can qualify with a lower threshold, and some specific service activities have their own minimum revenue or expenditure conditions.

The BOI's official fees are modest and are not the meaningful cost of the process. The application fee, the certificate fee and the standard service fees together typically remain below a few thousand THB. The meaningful costs are the legal and consulting fees for preparing the application, the company incorporation, the BOI compliance set-up and the post-approval activations (import-duty exemption files, foreign expert applications). For a manufacturing project of moderate scale, the qualifying investment requirement and the project's own capital needs will set the financial size, not the BOI's fees.

Conditions, reporting obligations and penalties for non-compliance

A BOI certificate is conditional. The BOI company must implement the project according to the approved plan, including the location, scale, technology, value-added and human-resource commitments. Section 19 of the Investment Promotion Act allows the BOI to revoke the promotion if the conditions of the certificate are not met. Revocation can be partial (in respect of a specific incentive) or total (terminating the certificate altogether) and can require the BOI company to repay the corporate income tax that would have been due during the exemption period, plus surcharges under the Revenue Code.

Annual reporting includes the operating report (Form Or Por Or 4), the implementation report on the use of the incentives, and the workforce report. Machinery imported under Section 28 is bound by use restrictions: it cannot be transferred or used outside the promoted activity without prior BOI approval. The Section 27 land must be used for the promoted activity and must be disposed of if the certificate ends without renewal of the permission.

Common pitfalls in BOI applications

The most common reasons BOI applications fail or are delayed are mismatches between the proposed activity and the BOI's published activity codes, weak demonstration of value-added or technology level, capital structure that does not match the conditions of the activity, missing or inconsistent financial projections, and shareholders or ultimate beneficial owners with restrictions in their home jurisdictions that are not addressed in the application. Each of these issues is fixable at the structuring stage but is much more expensive to fix after the application has been filed.

How Juslaws & Consult helps

Juslaws & Consult advises foreign investors, founders and corporate groups on every stage of the BOI process. Our team prepares the eligibility memo that maps the project to the BOI activity list and identifies the applicable incentive group, drafts and files the e-Investment Promotion application, attends the project hearing with the BOI sector officer, negotiates the conditions of the certificate, incorporates the Thai company, files the post-approval activations (import-duty exemption, raw materials master list, foreign expert applications under Sections 24 to 26, land ownership permission under Section 27), and assists with the annual operating reports and ongoing compliance under the Investment Promotion Act, the Foreign Business Act and the Revenue Code. We also act in BOI restructurings, mergers, certificate transfers and post-promotion exits, and we work in English, French and Thai across Bangkok and our regional offices.

Frequently Asked Questions

What is a BOI company in Thailand?

A BOI company is a Thai juristic person, typically a private limited company incorporated under the Civil and Commercial Code, that holds an investment promotion certificate issued by the Board of Investment under Section 17 of the Investment Promotion Act B.E. 2520 (1977). The certificate gives the company tax and non-tax privileges that include corporate income tax exemption under Section 31, dividend exemption under Section 34, import-duty exemptions under Sections 28, 29, 30 and 36, foreign land ownership for the project under Section 27, exemption from the Foreign Business Act foreign-shareholding restriction under Section 12, and a fast-track work permit and visa channel for foreign experts under Sections 24 to 26.

Can a BOI company be 100% foreign-owned?

Yes. Under Section 12 of the Investment Promotion Act, the BOI may grant the promoted activity an exemption from the Thai-majority shareholding requirement that the Foreign Business Act B.E. 2542 (1999) would otherwise impose. A BOI company may therefore be wholly foreign-owned in respect of an activity that, without the certificate, would have been reserved for Thai-majority companies. The exemption applies to the promoted activity itself, not to any other business that the company may also carry on.

What is the minimum investment to qualify for BOI promotion?

The general rule published by the BOI is that the minimum qualifying investment is 1 million THB, excluding the cost of land and working capital. Activity-specific minimums apply to some sectors, and service activities under the SME measure can be promoted with a lower threshold. Specific revenue or expenditure conditions may apply to some service activities such as international business centres or trade and investment support offices.

How long is the corporate income tax exemption?

Under Section 31 of the Investment Promotion Act, the corporate income tax exemption can run for up to eight years from the date income is first derived from the promoted activity. For projects in groups A1+, A1 and A2 that meet the BOI's enhanced criteria, and where merit-based incentives apply, the exemption can be extended to up to thirteen years. Group A2 to A4 exemptions are capped at one hundred per cent of the qualifying investment, excluding land and working capital, while group A1 and A1+ exemptions are not capped.

Are dividends paid out of BOI-exempt profits taxable in Thailand?

No. Section 34 of the Investment Promotion Act exempts dividends paid out of the exempt profits from personal or corporate income tax in the hands of the shareholders, provided the dividends are paid during the exemption period or within six months from its expiry. This is the legal basis on which a BOI company can repatriate exempt profits to a foreign parent without Thai dividend tax.

What activities are eligible for BOI promotion?

The BOI's published activity list is grouped into ten sections covering agriculture, food and biotechnology (Section 1), medical industries (Section 2), machinery and vehicles (Section 3), electrical and electronic equipment (Section 4), metal and materials (Section 5), chemicals and petrochemicals (Section 6), public utilities and infrastructure (Section 7), digital (Section 8), creative industries (Section 9) and high-value services (Section 10). Each activity has its own conditions on minimum investment, technology level and value-added, and the live list and conditions are published on www.boi.go.th and updated by board announcement.

How long does the BOI application take?

The BOI's published service standards are forty working days for projects up to 200 million THB (decided by the sector head), sixty working days for projects between 200 and 2,000 million THB (decided by the BOI Sub-committee) and ninety working days for projects above 2,000 million THB (decided by the Board). Realistic end-to-end timing from start of preparation to issuance of the investment promotion certificate is three to five months for a typical small to medium project, and longer for projects requiring an environmental impact assessment or extensive technology review.

Can a BOI company own land in Thailand?

Yes, where the BOI has granted a Section 27 permission for the promoted activity. Without that permission, a Thai company in which more than forty-nine per cent of the shares are held by foreigners is treated as foreign for the purposes of the Land Code Promulgating Act B.E. 2497 (1954) and is barred from owning land under Section 97. Section 27 of the Investment Promotion Act creates a targeted exception, recorded in the BOI certificate, that allows the BOI company to own the land needed for its promoted activity for the period and in the area approved by the BOI.

Can foreign experts work for a BOI company in Thailand?

Yes. Sections 24 to 26 of the Investment Promotion Act allow the BOI company to bring in foreign skilled workers and experts in the numbers and for the periods approved by the BOI, to bring their spouses and dependants for the same period, and to obtain their visas and work permits through the BOI's One Stop Service Centre for Visas and Work Permits. The fast-track is materially shorter than the standard process at the Immigration Bureau and the Department of Employment.

What are the import-duty incentives for BOI companies?

Section 28 exempts machinery imported for the promoted activity from import duty where the machinery is not produced or assembled in Thailand to the same standards. Section 29 reduces import duty by up to fifty per cent where Section 28 does not fully apply. Section 30 grants exemption or reduction of import duty on raw and essential materials for goods sold domestically, and Section 36 grants the same for raw and essential materials for goods that are exported. Together these sections allow a BOI manufacturer to set up its plant and source its inputs without paying Thai import duty.

Can a BOI company carry on non-promoted activities as well?

Yes, but with care. The BOI certificate covers the promoted activity only. A non-promoted activity that falls within Lists 1, 2 or 3 of the Foreign Business Act will need its own foreign business licence if the company is foreign-majority, or it must be carried on by a Thai-majority subsidiary. The accounts of the promoted and non-promoted activities must be kept separate, because the Section 31 corporate income tax exemption applies only to the net profit from the promoted activity.

What happens if the BOI conditions are not met?

Under Section 19 of the Investment Promotion Act, the BOI may suspend or revoke the promotion if the BOI company fails to meet the conditions of the certificate. Revocation can be partial or total. Where the corporate income tax exemption is revoked retroactively, the BOI company is liable to pay the corporate income tax that would have been due during the exemption period, plus surcharges under the Revenue Code. Active and timely communication with the BOI sector officer when conditions cannot be met as planned is the most effective way to manage this risk.

How does BOI promotion interact with the Eastern Economic Corridor (EEC) measures?

The Eastern Economic Corridor measures, available for projects in Chachoengsao, Chonburi and Rayong, layer additional incentives on top of the standard BOI package, particularly for the targeted S-curve industries. The EEC incentives can extend the corporate income tax exemption beyond the standard period or grant additional tax reductions and human-resource benefits. The EEC application is filed alongside the BOI application and is governed by the Eastern Special Development Zone Act B.E. 2561 (2018).

Can Juslaws & Consult prepare and file the BOI application for our project?

Yes. We prepare the eligibility memo that maps the project to the BOI activity list, the application file on the e-Investment Promotion portal, the technical and financial annexes, and we attend the project hearing with the BOI sector officer. After approval, we incorporate the Thai company, file the post-approval activations (machinery import, raw materials master list, foreign expert applications under Sections 24 to 26, land ownership permission under Section 27) and assist with the ongoing compliance under the Investment Promotion Act, the Foreign Business Act and the Revenue Code. Contact us through the Juslaws & Consult website to schedule a consultation.