Many foreign investors in Thailand assume they must either partner with a Thai shareholder, obtain a Foreign Business License (FBL), or seek Board of Investment (BOI) promotion to fully own a local company. This misconception leads some to resort to risky nominee shareholder arrangements. In reality, Thailand’s laws provide a little-known path to 100% foreign ownership for certain businesses, legally and relatively quickly, without FBL or BOI. This option, based on a capital investment threshold, is accessible to investors of all nationalities and can be completed within a few weeks. Below, we explain the legal basis and requirements for this route, and why it’s an attractive solution for foreign companies (including those from China, Singapore, and beyond) to fully own a Thai wholesale or retail business.
1. Misconceptions vs. Legal Reality of Foreign Ownership
Common misconception: Foreigners must have 51% Thai ownership or go through lengthy licensing to operate in Thailand’s retail or wholesale sectors. Legal reality: Under Thailand’s Foreign Business Act B.E. 2542 (1999), retail and wholesale are categorized as restricted businesses (List 3) only if certain conditions are not met. List 3 (14) covers retail of all products, and List 3 (15) covers wholesale of all products. However, the law explicitly exempts large-capital enterprises from these restrictions. In other words, if a foreign-owned company’s capital meets a high threshold, it can legally engage in retail or wholesale without an FBL.
In simpler terms, a 100% foreign-owned company can legally run a trading (wholesale/retail) business in Thailand if it is capitalized at THB 100 million or more, pursuant to List 3 (14) of the FBA. This is a clear carve-out in the law that many are unaware of. It allows foreigners to bypass the FBL process entirely by meeting the capital criterion. Unlike the U.S.-Thai Treaty of Amity (which only U.S. citizens can use) or BOI promotions (which are limited to certain industries and come with conditions), this 100 million THB capital route is open to any foreign investor, of any nationality.
2. The 100 Million THB Capital Exemption: How It Works
To leverage this exemption, the foreign investor(s) must register a Thai limited company with at least THB 100 million in registered capital. This company can have 100% foreign shareholding and include “retail” and “wholesale” of goods in its business objectives. By law, because its capital is not less than 100 million baht, such a company does not fall under the FBA’s restricted category for trading. Consequently, it does not require an FBL to operate these businesses.
This approach has a few important characteristics and requirements:
a) Retail vs. Wholesale scope:
The FBA’s capital exemption covers both retail and wholesale trading. For retail, the law also requires an investment of at least 20 million THB per storefront. In practice, if you plan to open multiple retail outlets, you should be prepared to allocate ≥20 million THB of the capital to each one. For wholesale, typically one central outlet or office is used, with a minimum of 100 million THB capital allocated.
b) No Thai Shareholder Needed:
Unlike the typical company where 51% Thai ownership is sought to avoid restrictions, here foreigners can own 100% of the shares legally. This eliminates the risk of nominee arrangements (where a Thai holds shares on behalf of a foreigner, against the law’s intent).
c) No Foreign Business License (FBL) or BOI:
By meeting the capital threshold, the company’s activities are exempt from needing an FBL. This spares you a long approval process. Similarly, BOI promotion is not required for trading businesses under this route.
d) Accessible to All Nationalities:
This method is not limited by any treaty or nationality. Any foreign individual or corporate investor can use this option.
3. Understanding the Capital Injection: Why You Only Need 23,750,000 THB
One of the most common questions we receive from foreign investors is whether they truly need to transfer the full 100,000,000 THB into Thailand to legally set up a 100% foreign-owned company for wholesale or retail. The answer is no. Thanks to a combination of Thai corporate law and recent DBD regulations, the actual capital you need to inject is significantly lower.
Under Section 1221 of the Thai Civil and Commercial Code, when a Thai limited company increases its registered capital, only 25% of the new shares must be paid up at the time of registration. This means that if the company is incorporated with a low initial capital, such as 5,000,000 THB, and later increases its capital to 100,000,000 THB, then only 25% of the additional 95,000,000 THB must be paid in. That results in a required transfer of only 23,750,000 THB to the company’s bank account.
a) DBD Order No. 1/2567 Clarification:
DBD Order No. 1/2567, which took effect in July 2024, no longer requires companies to begin with a 5,000,000 THB capital at incorporation in order to be eligible for a capital increase. As such, it is now fully acceptable to register the company with 2,000,000 THB or even less, and then pass a special resolution to increase the capital to 100,000,000 THB, subject to the 25% injection requirement. What matters under this order is not the starting capital but whether the paid-in capital for the increase is clearly shown with proper documentation from a Thai bank.
In practice, this means the foreign investor only needs to transfer 23,750,000 THB into the company's bank account to satisfy the legal capital injection requirement. There is no need to tie up the full 100,000,000 THB from day one. This significantly reduces the entry barrier for foreign-owned trading companies.
b) What Happens to the Paid-In Capital:
It is also important to note that this money is not locked or restricted. Once the capital is deposited and the registration is completed, the funds can be used for any legitimate expense of the company. This includes lease payments, staff salaries, inventory, equipment, or marketing. The money can also be used to repay loans previously advanced to the company, pay management fees, or even be loaned back to the shareholders if properly documented. There is no obligation to keep the 23,750,000 THB sitting in the account unused.
This flexibility is one of the key advantages of this structure. You meet the legal threshold for 100% foreign ownership under the Foreign Business Act, but without having to immobilize excessive capital. With proper legal structuring and support from a firm experienced in this process, such as Juslaws & Consult, the entire setup can be completed in just a few weeks and allow you to begin operating legally, efficiently, and with full ownership in your hands.
4. Fast Setup Timeline: Weeks, Not Months
One of the greatest advantages of this 100% foreign-owned structure is speed. Incorporating a Thai limited company is a relatively quick procedure once all documents are in order.
a) Incorporation Procedure:
Typically, a new company (with standard capital) can be registered in 1-3 business days after name reservation and signing of papers. When using the 100 million THB capital route, there are a few extra steps (such as preparing a special shareholders’ resolution for capital increase, and coordinating the bank certificate as mentioned above). Even so, the entire process from kickoff to a fully registered company can often be completed in a couple of weeks.
By using the capital-exemption method, you skip those bureaucratic hurdles. Once the company is registered with 100 million THB capital and the funds are injected and verified, it is immediately legal for you to commence your wholesale or retail operations. No further permissions required.
5. Conclusion: A Viable, Legal Path to 100% Ownership in Thailand
Thailand is an attractive market, and the ability to fully own a local company gives foreign investors maximum freedom to operate and expand. By taking advantage of the Foreign Business Act’s 100 million THB capital exemption (List 3(14)), you can set up a 100% foreign-owned wholesale or retail company legally, without a Foreign Business License or BOI. The process is fast and relatively straightforward, requiring a capital injection on the order of only 23.75 million THB initially. This route is fully compliant with Thai law.
For many businesses, this option strikes the perfect balance. You get full ownership, full control, and a clear legal standing from day one. The few requirements; registering high capital and showing the money came in, are procedural and within reach if the business sponsors are serious and adequately funded. In return, the company can swiftly commence operations and compete on equal footing.
If you’re considering establishing a presence in Thailand and want to retain 100% ownership of your venture, it’s worth exploring this capital-based strategy. At Juslaws & Consult, we have hands-on experience guiding clients through this process; from structuring the company and preparing documentation, to liaising with banks and the DBD, to post-incorporation support. This path to full foreign ownership is far easier and more cost-effective than many realize, and with the right legal support, you can take advantage of it quickly and confidently.
6. Frequently Asked Questions (FAQ)
Q: Can a foreigner own 100% of a company in Thailand?
A: Yes, a foreigner can own 100% of a Thai company under certain legal frameworks. For wholesale or retail businesses, if the company has at least 100,000,000 THB in registered capital, it is exempt from the restrictions of the Foreign Business Act and can operate legally without a Foreign Business License or Thai shareholder.
Q: Is it necessary to transfer the full 100 million THB into Thailand?
A: No. Thai law requires only 25% of the new capital to be paid in at the time of registration. This means that if a company increases its capital from 5 million THB to 100 million THB, only 23,750,000 THB needs to be injected and shown in the company bank account.
Q: Can the 23,750,000 THB be used after company registration?
A: Yes. Once the capital is paid in and the company registration is completed, the funds can be used for any legitimate business purpose. This includes salaries, rent, equipment, or even loans to shareholders, provided proper documentation is maintained.
Q: Do I still need a BOI promotion or Foreign Business License for trading?
A: Not if your company is capitalized at 100 million THB or more. This capital exemption under List 3(14) of the Foreign Business Act allows you to engage in wholesale and retail trade without applying for an FBL or BOI promotion.
Q: How long does it take to set up a 100% foreign-owned company in Thailand using this method?
A: With proper legal assistance, the entire process; including company registration, capital increase, and bank certification, can typically be completed in 2 to 3 weeks.
Q: Is this option available to all nationalities?
A: Yes. This capital-based exemption is available to foreign investors of any nationality. It is not restricted to U.S. citizens (as in the case of the Treaty of Amity) or limited to specific industries (as with BOI promotion).
Q: Is it risky to set up a Thai company without Thai shareholders?
A: No. If the legal requirements are met, particularly the capital threshold and documentation, there is no legal requirement to include Thai shareholders. This is a fully legal and recognized structure under Thai law, unlike nominee arrangements which are prohibited.
