Foreign Investment in Thailand
Legal expertise for foreign investors and international businesses entering, investing in and expanding in Thailand — from market entry and investment structuring to regulatory and operational matters.
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Foreign Investment & Market Entry
Foreign investment in Thailand can involve interconnected considerations around business activities, ownership, investment structure, market entry, regulation, joint ventures, acquisitions, licensing and investment promotion.
Different businesses and investments may face different considerations depending on the proposed activity, ownership, the investor, the sector, the structure involved and the commercial objectives at stake — there is no universal structure appropriate for every foreign investor.
Foreign Investment Services
Legal support spanning the foreign investment lifecycle, from market entry through to ongoing operations.
Market Entry
Legal considerations for foreign businesses establishing, investing in or expanding operations in Thailand.
Investment Structuring
Structuring foreign investments, ownership arrangements and business operations around commercial objectives.
Foreign Ownership
Reviewing foreign ownership considerations affecting proposed investments, businesses and transactions in Thailand.
Foreign Business Licensing
Legal support concerning foreign business restrictions, licensing and regulatory requirements relevant to an investment.
BOI & Investment Promotion
BOI-related matters, investment promotion and legal considerations affecting proposed investment projects.
Joint Ventures
Investment structures and commercial arrangements between foreign investors and Thai or international business partners.
Mergers & Acquisitions
Foreign investment considerations arising from acquisitions, disposals and strategic investments in Thai businesses.
Investment Due Diligence
Legal due diligence and risk review before acquisitions, joint ventures and significant investments in Thailand.
Investment Compliance
Ongoing legal and regulatory considerations affecting foreign-owned and internationally invested businesses.
When Foreign Investment Advice Matters
Foreign investors commonly seek professional support at particular stages of market entry, investment and business expansion.
Entering the Thai Market
Assessing investment structures, ownership considerations and regulatory issues before establishing operations.
Establishing a Thai Business
Considering how the proposed business, ownership and operating structure fit the investor’s commercial objectives.
Investing With a Business Partner
Structuring a joint venture or other investment relationship and defining the parties’ commercial arrangements.
Acquiring a Thai Business
Reviewing ownership, regulatory, due diligence and transaction issues before an acquisition or strategic investment.
Considering Investment Promotion
Assessing whether BOI or other investment-promotion considerations may be relevant to a proposed project.
Expanding an Existing Investment
Reviewing legal and regulatory considerations when a business expands, restructures or enters new activities.
Entering & Investing in Thailand
Foreign investors enter the Thai market through a range of arrangements — establishing a new business, setting up a subsidiary, acquiring an existing company, making an equity investment, forming a joint venture, or pursuing a strategic partnership or regional expansion project. Manufacturing, services and technology investments each raise their own practical considerations, but the underlying legal questions are often similar.
The appropriate investment structure depends on the proposed business activities, ownership arrangements, commercial objectives and regulatory considerations applicable at the time — there is no single structure suitable for every investor or every activity. Market-entry planning typically needs to consider ownership, the nature of the business activity, corporate structure, any relevant licences, investment promotion options and operational requirements together, rather than addressing each in isolation.
Foreign Ownership & Business Activities
Thailand’s Foreign Business Act forms an important part of the legal framework affecting foreign participation in certain business activities. How that framework applies depends on the proposed activity, ownership structure and other regulatory considerations.
For investors considering the Thai market, how a proposed business activity is treated under this framework is often an important part of understanding the available structures. The available options — full foreign ownership, a licensed structure, a joint venture with Thai partners, or another arrangement — vary significantly depending on the activity and circumstances involved.
For some U.S.-connected investors, treaty-based arrangements under the U.S.–Thailand Treaty of Amity may also be relevant to how a business activity or ownership structure is assessed, depending on the investor’s circumstances and the activity proposed.
Ownership structures should reflect genuine legal and commercial relationships. Arrangements designed merely to circumvent applicable foreign ownership restrictions — including the use of nominee shareholders — create significant legal risk and should not be treated as a substitute for proper investment planning.
BOI & Investment Promotion
Thailand’s Board of Investment (BOI) administers investment-promotion frameworks that may be relevant to particular projects and business activities. The significance of BOI promotion depends on the project, investment characteristics and policies applicable at the time.
Investment-promotion criteria, incentives and administrative requirements can change over time. BOI considerations are therefore best viewed alongside the proposed corporate structure, ownership, operations and wider regulatory environment rather than as a standalone investment solution.
Joint Ventures & Strategic Investments
Many foreign investors enter the Thai market through joint ventures or strategic partnerships for commercial, operational or strategic reasons. These arrangements can raise questions around governance, decision-making, capital contributions, profit sharing and exit arrangements, often reflected in shareholders’ agreements, joint venture agreements and related commercial arrangements. These contractual matters may also involve Commercial Contracts expertise.
The appropriate structure for a joint venture depends on the objectives, respective contributions and long-term intentions of the parties involved, and should be considered alongside the underlying ownership, governance and regulatory framework applicable to the business activity, connecting where relevant with Business & Corporate considerations.
Due Diligence & Investment Transactions
Investing in Thailand sometimes involves acquiring shares in, or assets of, an existing Thai business rather than establishing a new one. These transactions raise their own considerations around ownership eligibility, corporate approvals, contractual terms and the allocation of risk between buyer and seller.
Legal due diligence is commonly used in investment transactions to examine matters such as ownership, material contracts, liabilities, regulatory status and other issues relevant to the target business. The appropriate scope of due diligence should reflect the nature, value and risk profile of the proposed investment.
Where a transaction requires broader fact-finding or verification, additional Intelligence & Investigations expertise may also be relevant alongside legal due diligence.
Establishing & Operating an Investment
Foreign-investment considerations often continue well beyond the initial market-entry decision. Once a business is established, ongoing matters can include corporate governance, licences and permits, commercial agreements, premises, employment of local and foreign personnel, and the protection of trademarks, technology and other intellectual property brought into or developed within the business.
Foreign investment is best understood as an ongoing business and legal context rather than a single incorporation event. As an investment grows, expands into new activities or restructures, many of the same considerations that applied at market entry — ownership, regulatory requirements and business structure — can become relevant again, alongside matters connecting to Employment & Immigration, Real Estate & Property and Intellectual Property as the business operates.
Related Practice Areas
Business & Corporate
Corporate establishment, ownership, and transactions supporting investment and business operations in Thailand.
Commercial Contracts
Joint venture, shareholder, investment and commercial agreements supporting business relationships and transactions.
Intellectual Property
Protection, ownership and commercialisation of brands, technology and intellectual property connected with investments.
Foreign Investment FAQs
Can foreigners invest in Thailand?
Yes. Foreign investors can invest in and establish businesses in Thailand, though the available structures, ownership arrangements and regulatory requirements depend on the proposed business activity, the investor and the intended structure.
Can a foreigner own a company in Thailand?
It depends on the business activity involved. Some activities are more freely available to foreign ownership, while others are restricted or regulated, subject to available exceptions and licensing routes. The position depends on the specific activity, ownership structure and applicable regulatory framework.
What should foreign investors consider before starting a business in Thailand?
Foreign investors commonly consider the proposed business activity, ownership and investment structure, applicable regulatory requirements, investment promotion options, and how the investment will be established and operated. The relevant considerations depend on the specific business and investor.
What is a Foreign Business Licence in Thailand?
A Foreign Business Licence is one of the mechanisms under Thai law by which a foreign-owned company may be permitted to carry on a business activity that would otherwise be restricted or regulated. Whether a licence is required, and the route available, depends on the specific business activity involved.
What is BOI promotion in Thailand?
BOI promotion refers to investment incentives and facilitation offered by Thailand’s Board of Investment to qualifying investment projects and business activities. Whether promotion is available, and on what basis, depends on the specific project and current investment-promotion policy.
Can a foreign investor establish a joint venture in Thailand?
Yes. Foreign investors frequently structure investments through joint ventures with Thai or international partners. The appropriate structure depends on the parties’ objectives, respective contributions and the regulatory framework applicable to the business activity.
What should be reviewed before investing in a Thai company?
Reviewing an investment in an existing Thai company commonly involves examining ownership, material contracts, licences, regulatory standing and other matters relevant to the target business. The appropriate scope of review depends on the nature, value and risk profile of the investment.
What is the U.S.–Thailand Treaty of Amity?
The U.S.–Thailand Treaty of Amity is a bilateral treaty that can be relevant to certain U.S.-connected investors and businesses considering an investment in Thailand. Whether treaty-based arrangements are relevant, and on what basis, depends on the investor’s circumstances and the proposed business activity.
When is legal expertise relevant to foreign investment in Thailand?
Legal expertise can be particularly relevant while market-entry, ownership, investment structure, licensing and investment-promotion considerations are still being assessed, before significant commercial commitments have been made.
Considering an Investment in Thailand?
Connect with relevant legal expertise for market entry, investment structuring and foreign business matters involving Thailand.