In which cases can foreigners fully own a legal entity established in Thailand:
— BOI / IEAT-promoted companies, provided their business activities do not fall under List 1 of the Foreign Business Act
— Representative offices of foreign companies that do not engage in business activities
— Export companies, provided that goods are sold exclusively outside Thailand
— Companies operating under special conditions based on Free Trade Agreements (for example, for U.S. citizens or legal entities)
In all other cases, if a company does not fall under these exceptions and has not obtained a Foreign Business License, it must include Thai shareholders holding at least 51%, which determines its Thai legal status.
Can a lawyer register a company for you with 100% foreign ownership?
Yes. A lawyer’s role does not include verifying your future plans regarding obtaining a Foreign Business License or transferring shares to Thai shareholders at a later stage.
Important:
There is no violation of the Foreign Business Act until the first transaction is made. However, once business operations begin, if the required license has not been obtained, the director may face legal liability, including criminal responsibility.
Liability:
Any foreigner conducting business without a Foreign Business License may face:
— imprisonment for up to 3 years
— and/or a fine ranging from 100,000 to 1,000,000 baht
Author: Alexandra Agapitova.
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