In general, no, a foreigner cannot hold 100% of the shares in a Thai company. The Foreign Business Act (FBA) restricts foreign ownership in most sectors to a maximum of 49%. However, there are specific ways to achieve majority or even 100% foreign ownership in Thailand:
1. Board of Investment (BOI) Promotion
- Promoted Sectors: The BOI offers incentives, including full foreign ownership, for businesses operating in sectors deemed beneficial to Thailand's economy (e.g., manufacturing, technology, services).
- Application Process: You'll need to submit a detailed business plan and application to the BOI for consideration.
- Benefits: In addition to foreign ownership, BOI promotion may include tax holidays, import duty exemptions, and work permit facilitation.
2. US-Thai Treaty of Amity
- Eligibility: This treaty allows US citizens and US-owned companies to have majority ownership (and in some cases 100%) in most Thai businesses.
- Important Note: The Treaty does not bypass all FBA restrictions, and some activities still require special permissions.
3. Foreign Business License (FBL)
- Restricted Businesses: If your business falls under a sector restricted by the FBA, you can apply for an FBL. Though ownership is not guaranteed, it may allow majority foreign shareholding.
- Approval Process: The FBL application is complex, and approval depends on factors like the business's benefit to Thailand, technology transfer potential, and more.
4. Nominee Shareholders (NOT RECOMMENDED)
- Illegal and Risky: Some people try to circumvent ownership restrictions by using Thai nominee shareholders to hold shares on their behalf. This is illegal and carries severe penalties, including imprisonment. You could lose control of your company or face legal complications.
Important Considerations:
- Professional Advice: It's crucial to consult with lawyers specializing in Thai corporate law to understand the options and restrictions for your specific business sector.
- Time and Cost: Processes like BOI promotion or FBL applications can be time-consuming and may incur additional costs.
