BOI 101: Achieving 100% Foreign Ownership Legally

The biggest fear for international investors in Thailand is the Nominee Structure. Under the Foreign Business Act (FBA), most service categories require at least 51% Thai ownership. For many, this means searching for local "partners" who may not actually contribute to the business—a practice that is both illegal and risky.

 

The BOI solution

If your business activity falls under an "Eligible Category" (like software development, high-tech manufacturing, or regional headquarters), the Board of Investment can grant you a Foreign Business Certificate (FBC).

• The primary benefit: You can own 100% of the shares.
• The result: Total control over your bank accounts, your intellectual property, and your strategic direction.

 

Security Beyond Nominees

Beyond the tax breaks, 100% ownership is the ultimate "Security Feature." It eliminates shareholder disputes with unknown parties and makes your Thai entity much more attractive to future acquirers or venture capital investors who demand clean corporate structures.

 

More Than Shares

A promotion package usually reaches beyond ownership itself. Depending on the activity and the conditions granted, promoted companies can bring in foreign specialists and managers, and may obtain permission to own the land their project sits on—rights that standard companies with foreign majorities must arrange separately. Taken together, the certificate replaces a patchwork of exceptions with one coherent legal position.

 

What the Application Turns On

Approval is a business case, not a formality. The committee weighs whether the activity brings technology, skills, or investment the country wants; whether the plan is financially credible; and whether the promoters can execute it. The filing should read like an investment memorandum—a clear project description, realistic financial projections, and commitments the company can actually keep, because promoted companies must report on progress and honor the conditions of their certificate.

 

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Related Service: BOI Promotion & Incentives — We specialize in 100% foreign-owned corporate structures.