How many entity structures are available to foreigners in Thailand, and how do I pick?
Seven main structures: (1) Thai Ltd (Thai 51/Foreign 49 · general use) · (2) BOI (100% + 0-8yr tax holiday · manufacturing/software/S-Curve) · (3) IBC (100% + 3-8% CIT · Regional HQ, Treasury) · (4) US-Amity (US 100% · Trading/Consulting) · (5) Representative Office (100% · zero revenue · Sourcing/QC) · (6) Branch Office (100% + 10% Branch Profit Tax · uses HQ credit rating) · (7) IHQ/ROH → IBC (100% + 15% flat PIT). Choose on: ownership requirement, tax appetite, scope of activities, and the substance you can actually maintain.
Foreign Business Act (FBA) 1999 — what are Lists 1/2/3?
List 1 (absolute prohibition): 9 activities foreigners cannot do even with an FBL — newspapers, land, certain agriculture/livestock etc. List 2 (Cabinet approval): 13 security/cultural activities — 6-12 months. List 3 (FBL required): 21 activities Thai nationals are still considered non-competitive in — Accounting, Legal, Architecture, Engineering, Construction, Brokerage, Advertising, Hotel, Tour, Retail/Wholesale (<THB 100M), Restaurants, general Services. BOI/US-Amity/IBC bypass List 3.
The THB 2M capital per foreign employee rule — who is bound by it?
Applies: Thai Ltd (foreign shareholder/director) filing for a WP. Does NOT apply: BOI (per category A1-B2), IBC (THB 10M), US-Amity (THB 2-3M fixed), Rep Office (THB 2M over 4 years), Branch (THB 3M over 3 years), Smart Visa (applicant-based). Anti-Nominee 2022 enforcement: DBD audits Thai shareholder bank statements 6 months back — nominee use is punishable by THB 1M fine + 3 years imprisonment.
BOI vs IBC — which for a tech company?
BOI (5.7 Software · A2): best when your product/service serves the Thai market + export. 0% CIT for 8 years, WP-BOI in 3 hours, 0% import duty on equipment. IBC: best when you're a Regional HQ serving ≥1 associated enterprise offshore. 3-8% CIT + 15% flat PIT, requires substance (10 skilled staff + THB 60M local spend). Rule: product company selling in Thailand → BOI. Group services across multiple countries → IBC. You can even hold both concurrently (common for software HQs).
What can a Representative Office do and NOT do?
5 permitted activities: (1) sourcing Thai goods for HQ, (2) QC on HQ purchases from Thailand, (3) advising Thai agents on HQ products, (4) collecting Thai market intelligence for HQ, (5) reporting Thai economic conditions to HQ. Forbidden: selling, issuing invoices, taking orders, negotiating contracts, delivering goods, any revenue-generating service. Zero Thai revenue — DBD 2022 enforcement: revocation + THB 100k-500k fine.
US-Amity Treaty of Amity 1966 — does it extend to other nationalities?
No — US citizens and US companies (≥50% US ownership) only. A foreign spouse of a US citizen cannot hold >49% (even with a valid marriage). Requires notarised + apostilled US Passport + Birth Certificate + Corporate Docs. Post-14 Feb 2026: Apostille shortens US-doc legalisation from 4-6 weeks to 1 week (no Thai Embassy Washington leg needed).
Branch Office vs Subsidiary (Thai Ltd) — what's the difference?
Branch: same legal identity as HQ. HQ carries 100% unlimited liability. Extra 10% Branch Profit Remittance Tax on top of 20% CIT (effective ~28%). Uses HQ credit rating + brand. FBL approval rate < 40%. Subsidiary (Thai Ltd): separate legal entity, limited liability, no branch tax, 20% CIT, easier registration, transferable shares. Rule: large Construction/EPC = Branch. SMB/Manufacturing = Subsidiary.
What substance does an IBC require?
Three core conditions: (1) at least 10 highly-skilled staff earning ≥ THB 100,000/month by year 3, (2) ≥ THB 60,000,000/yr local expenditure (salaries + rent + local services), (3) providing services to ≥ 1 associated enterprise offshore (Thailand-only clients disallowed). Revenue Department audits substance every year. Failing = 3-year retroactive IBC revocation + 20% CIT + 1.5%/month interest.
Anti-Nominee Act 1965 (2022 revision) — what to watch out for?
Maximum penalty: THB 100,000-1,000,000 fine + 3 years imprisonment + entity dissolution. DBD screens for 5 signals: (1) Thai shareholder lacks bank deposits matching their shareholding (6-month statement audit), (2) Thai shareholder can't explain the business, (3) voting rights disproportionate to shareholding, (4) foreigner is sole authorised signatory, (5) dividends flow back offshore. Legal alternatives: Preferred Shares with different voting weights (DBD-approved), or upgrade to BOI/US-Amity.
Apostille (14 Feb 2026) — how does it benefit foreign companies?
Every 100%-foreign structure (BOI, IBC, US-Amity, Rep Office, Branch, IHQ) needs parent-company docs / foreign passports legalised. Before 14 Feb 2026: HQ Cert + AoA + POA + Passport → Notary → State Dept → Thai Embassy = 4-6 weeks + THB 8,000-20,000. After: → Notary → Apostille = 5-10 days + THB 500-2,000. Saves 3-5 weeks per document, speeds FBL/BOI approval and DBD registration by 40-60%.
