1. Foreign Business Act
Foreigners in Thsailand derive their legal rights primarily from the domestic laws of Thailand . In general, foreigners enjoy the same basic rights as Thai nationals.
Restrictions on foreign ownership in commercial banks, insurance companies, commercial fishing, aviation businesses, commercial transportation, commodity export, mining and other enterprises exist under various laws. In addition, Thai participation will frequently be required in those activities seeking permission from the BOI.
B. The Foreign Business Act
The Foreign Business Act of 1999, which became effective on March 4, 2000, repeals and replaces the 1972 National Executive Council Announcement 281, better known as the Alien Business Law. The Act serves to define an "alien," and identifies the scope of foreign participation in business in Thailand .
An "alien" is defined as:
- A natural person who is not of Thai nationality;
- A juristic entity that is not registered in Thailand ;
- A juristic entity incorporated in Thailand with foreign shareholding accounting for one-half or more of the total number or value of shares;
- A limited partnership or ordinary registered partnership whose managing partner or manager is a foreigner
C. Businesses Subject to Regulation
Businesses that initiate activities that fall under Lists 1, 2, or 3 of the Foreign Business Act (listed below) are subject to the limitations imposed by the Act.
Activities that fall under List 1 are strictly prohibited to aliens.
Businesses that are covered by List 2 are prohibited to aliens unless specific permission is granted by the Commerce Ministry, by and with an appropriate Cabinet resolution. Alien juristic entities allowed to engage in List 2 activities must meet the following two conditions:
- At least 40 percent of all shares are held by Thai persons or non-alien juristic entities (This may be reduced to 25 percent on a case-by-case basis)
- Two-fifths of the members of the Board of Directors are Thai
Activities in List 3 are prohibited to aliens unless permission is granted by the Director General of the Department of Commercial Registration, Ministry of Commerce, by and with the approval of the Foreign Business Board.
An alien can engage in businesses in Lists 2 or 3 of he is a promoted investor in accordance with either the Investment Promotion Act, the Industrial Estate Authority of Thailand Act, or other laws.
List 1 - Businesses in which alien participation is not permitted
- Newspaper undertakings and radio and television station undertakings
- Lowland farming, upland farming, or horticulture
- Raising animals
- Forestry and timber conversions from natural forests
- Fishing for aquatic animals in Thai waters and Thailand 's Exclusive Economic Zone
- Extraction of Thai medical herbs
- Trade in and auctioning of Thai ancient objects or ancient objects of national historical value
- Making or casting Buddha images and making monk's bowls
- Dealing in land
List 2 - Businesses concerning national security or safety with an adverse effect on art and culture, customs, or native manufacture/handicrafts, or with an impact on natural resources and the environment.
- Production, disposal, sale, and overhead of:
o Firearms, ammunition, gunpowder, and explosives
o Components of firearms, gunpowder, and explosives
o Armaments and military vessels, aircraft, or conveyances
o All kinds of war equipment or their components
- Domestic transport by land, water, or air, inclusive of the undertaking of domestic aviation
- Dealing in antiques or objects of art and works of art, and Thai handicrafts
- Production of wood carvings
- Raising silkworms, producing Thai silk thread and weaving, or printing patterns on Thai silk textiles
- Production of Thai musical instruments
- Production of articles of gold or silver, nielloware, nickel-bronze ware, or lacquerware
- Production of crockery and terra cotta ware that is Thai art or culture
- Production of sugar from sugarcane
- Salt farming inclusive of making salt from salty earth
- Making rock salt
- Mining, inclusive of stone blasting or crushing
- Timber conversions to make furniture and articles of wood
List 3 - Businesses in which Thais are not ready to compete in undertakings with aliens
- Rice milling and production of flour from rice and farm crops
- Fishery, limited to propagation of aquatic animals
- Forestry from replanted forests
- Production of plywood, wood veneer, chipboard, or hardboard
- Production of natural lime
- Accounting service undertakings
- Legal service undertakings
- Architectural service undertakings
- Engineering service undertakings
- Construction, except construction of things that provide basic services, both to the public with respect to public utilities or communications and which require the use of special instruments, machinery, technology or expertise in construction and a minimum capital of the alien of at least 500 million baht
- Brokerage or agency undertakings, except:
o Trading in securities or services concerning futures trading in agricultural commodities, financial instruments, or securities
o Trading in or the procurement of goods or services needed for production by, or providing the services of, an enterprise in the same group
o Trading, purchasing (for others) or distributing or finding domestic or overseas markets for selling goods made domestically or imports as an international trading business, with a minimum capital of the alien of at least 100 million baht
o Other lines of business stipulated in Ministerial Regulations
o International bidding that is not bidding in antiques, ancient objects or objects of art that are Thai works of art, handicraft or ancient objects, or of national historical value
o Other types of auction, as stipulated in Ministerial Regulations
- Domestic trade concerning indigenous agricultural produce or products not prohibited by any present law
- Retail trade in all kinds of goods with an aggregated minimum capital of less than 100 million baht or a minimum capital for each store of less than 20 million baht
- Wholesale trade in all kinds of goods with a minimum capital for each store of less than 100 million baht
- Advertising undertakings
- Hotel undertakings, except for hotel management services
- Sale of food or beverages
- Plant breeding and propagation, or plant improvement undertakings
- Doing other service businesses except for service businesses prescribed in Ministerial Regulations.
Many American-owned enterprises have invoked the provisions of the Treaty of Amity and Economic Relations between Thailand and the United States to claim exemption from the Law. The treaty requires national treatment be granted to persons of each country by the other country. To receive protection, Americans must register under the Treaty. Although on paper the Treaty appears self-executing, the Thai Government will not recognize the American applicant until such applicant proves its American nationality.
D. Miscellaneous Issues
An alien must invest at least two or three million baht in his business, depending on the kind of business, however the minimum capital requirement will not be enforced for re-investment.
Minimum capital is defined as the capital of the alien entity in case of an alien being a juristic person incorporated in Thailand, and in case of an alien being a juristic person not incorporated in Thailand or being a natural person, in foreign currency that the alien remitted into Thailand at the time of starting to do business in Thailand. The amount of minimum capital and time frame for bringing into Thailand shall be prescribed by Ministerial Regulation.
The business attached to the Act still has three categories, i.e. List 1, List 2, and List 3, but the business categories have been substantially changed from those of the Foreign Business Act. Under this Act, the Foreign Business Board will review the business listed at least once a year, and present it to the Commerce Minister. The Commerce Minister, by the recommendation of the Foreign Business Board, is empowered to issue Ministerial Regulations. Significantly, the Ministerial Regulations of service businesses must absolutely be considered by the Foreign Business Board. Aliens also can do business with respect to the businesses described in List 2 or List 3, in accordance with other laws, such as Investment Promotion Act, Industrial Estate Authority of Thailand Act, etc., and then notify and procure a Certificate from the Director-General.
Under the new penalty provision, the range of the fine has increased from baht 30,000 to 500,000 to baht 100,000 to 1,000,000, and increased imprisonment of no more than three years. The imprisonment measure serves to settle or decrease any contravention. If any alien who obtains an Alien Business License under the act (a) jointly does a business which belongs to another alien not permitted to do a business under this Act, or (b) does a business of which such other alien is a co-owner by expressing that such business solely belongs to itself, so as to allow such other alien to evade or violate the provisions of this Act, shall be liable to imprisonment for a term not exceeding three years or to a fine from baht 100,000 to baht 1,000,000, or both, and the cessation of such business or such joint business upon court order.
Aliens that engage in regulated businesses by permission of the Thai Government for a definite duration, or under protection of a treaty to which Thailand is a signatory or abides by the obligations thereof, are exempt from certain requirements under the Act, including permission to engage in the prohibited or restricted businesses and Thai shareholding and directorship requirements. Such aliens must first notify and procure a Certificate from the Director-General.
The Act has provided a transition provision. Aliens that have already been permitted to engage in the business under the Foreign Business Act are entitled to continue the business operation in accordance with the conditions and duration of that permission. Aliens that have been engaging in businesses that are specified in the business categories of the Act, but were not previously specified in the business categories of the Foreign Business Act and which intend to continue such businesses, must notify and procure a Certificate from the Director-General within one year.
A foreigner wishing to engage in any business in Lists Two and Three must submit an application to the Minister of Commerce for the operation of the business in List Two and the Director General of the Commercial Registration Department for List Three.
The Cabinet in the case of List Two businesses and the Director General in the case of List Three businesses review and make a decision within 60 days of the application filing date.
The Cabinet may postpone making a decision for another 60 days at most. Once the Cabinet or the Director General approve the application, the Ministry of Commerce or the Director General shall issue a license to the applicant within 15 days of the approval date. If the Cabinet or the Director General do not approve the List Two license application, the Minster must give a written notification to the applicant within 30 days clearly specifying the reason for the disapproval. Likewise, the Director General in the case of List Three license applications must do the same, but within 15 days. In the latter case, the applicant may file an appeal with the Minister, who is required to respond within 30 days. His decision is final.
Although the licenses have a perpetual life, they will be automatically invalid when the licensees stop doing the licensed business. The licenses must be displayed in a prominent place on the business premises.
The Minister by a recommendation of the Committee may revoke the licenses or certificates if the licensees or certificate holders:
- Do not comply with the conditions the Thai Government, treaties or the Minister impose on them.
- Do not meet the Thai participation ratio requirements.
- Fail to maintain the licensee qualification.
- Engage in other businesses or assist other foreigners in doing business with a view to violating the Foreign Business Act.
The Director General will give a warning letter to the violators ordering them to comply with the conditions within a reasonable time. If the violation persists, the Director General has the power to suspend the licenses for a reasonable period, but not exceeding 60 days. The licenses can be revoked if the violation persists after the initial suspension period ends.
The violators may file an appeal against the suspension or revocation with the Minister within 30 days of the date on which they receive the order. The appeal will not stay the enforcement of the order unless the Minister relaxes the suspension or revocation. The Minister is required to review the appeal and make a decision within 30 days. His decision is final.
2. Work Permits
The Alien Occupation Law, adopted in 1973, requires all aliens working in Thailand to obtain a Work Permit prior to starting work in the Kingdom. An updated version of the Act, adopted in 1978, describes the procedures for issuance and maintenance of Work Permits and lists certain occupations from which aliens may be excluded.
The Act grants exemptions from the Work Permit requirement to persons occupying the following professions:
- Members of the diplomatic corps
- Members of consular missions
- Representatives of member countries and officials of the United Nations and its specialized agencies
- Personal servants coming from abroad to work exclusively for persons listed under the above items
- Persons who perform duties on missions in the Kingdom under an agreement between the government of Thailand and a foreign government or international organization
- Persons who enter the Kingdom for the performance of any duty or mission for the benefit of education, culture, arts, or sports
- Persons who are specially permitted by the Government of Thailand to enter and perform any duty or mission in the Kingdom.
B. Special Cases
While most aliens must apply for a Work Permit, and may not begin work until the Permit is issued, the Alien Employment Act does provide special treatment in the following circumstances:
Urgent and Essential Work:
Exemption from Work Permit requirements is granted to aliens who enter the Kingdom temporarily, but in accordance with the immigration law, to perform any work of any "urgent and essential nature" for a period not exceeding 15 days. However, endorsed by his employer, has been submitted to and accepted by the Director-General or his designee.
Aliens entitled to this treatment may enter Thailand with any kind of visa, including a transit visa. The term "urgent and essential work" is not explicitly defined and consequently, the issuance of this sort of exemption is a matter of administrative discretion.
An alien seeking permission to work in the Kingdom under the Investment Promotion Law must submit his application for a Work Permit within 30 days of notification by the Board of Investment that his position has been approved. An alien in this category may engage in authorized work while the application is being processed.
The Act requires that any alien working in Thailand must obtain a Work Permit before beginning work. Section 8 of the Act stipulates that while a prospective employer may file an application on the alien's behalf in advance of his commencing work, the actual Work Permit will not be issued until the alien has entered Thailand in accordance with the immigration laws and has presented himself to receive his Work Permit.
The Permit initially will be valid only for the period of the alien's Non-Immigrant visa permits him to remain in Thailand under the Immigration law. The Work Permit will be subject to renewal in accordance with the renewed or extended visa. For aliens who are holders of a Thai Certificate of Residence, the Work Permit can be renewed annually. The Labor Department, subject to subsequent renewal, will in principle grant an initial duration of one year for the Work Permit. A Work Permit must be renewed before its expiry date or it will automatically lapse.
Applicants for Work Permits may not enter the Kingdom as tourists or transients.
D. Required Documentation
The following documents must be attached to a Work Permit application:
- For non-permanent residents: A valid passport containing a Non- Immigrant visa (except for WP 3 applications)
- For permanent residents: A valid passport, residence permit and alien book (except for WP 3 applications)
- Evidence of applicant's educational qualifications and letter(s) of recommendation from the former employer, describing in detail the applicant's past position, duties, performance, and place and length of employment. If the documents are in a language other than English, a Thai translation certified as correct by a Thai Embassy (if abroad) or Ministry of Foreign Affairs (if in Thailand ) must be attached
- A recent medical certificate from a first-class licensed physician in Thailand stating that the applicant is not of unsound mind and not suffering from leprosy, acute tuberculosis, elephantiasis, narcotic addiction or habitual alcoholism (except for WP 7 applications).
- Three 5x6 cm. full-faced, bareheaded, black and white or color photographs, taken no more than six months prior to the filing of the application
- If the application is to be filed by another person, a valid power of attorney in the prescribed form must be attached with a 10 baht duty stamp
- On the application form, the "job description" entry must be completed with a detailed statement as to what job is expected to be performed, how it is related to other people, and what materials will be used in the work (additional paper to be used if necessary)
- If the job applied for is subject to a license under a particular law, in addition to the Alien Occupation Law, a photocopy of such license, (e.g. teacher's license, physician's license, press card from the Public Relations Department, certificate of missionary status from the Office of Religious Affairs, etc.) shall be attached
- If the applicant is married to a Thai national, the original and photocopies of the following must be presented:
- Marriage certificate, spouse's identity card, birth certificates of children, household registration, as well as a photocopy of every page of the applicant's passport
- If the job being applied for is not in Bangkok , the application should be filed at the relevant province's Department of Employment, or in the absence of such an office, at the province's city hall
- Additional evidence as requested. It may be necessary to translate any or all documents into Thai.
E. Permitted Activities
Thai law prohibits employers from allowing aliens to perform any function other than that described in the alien's Work Permit. Employers must report changes in employment, transfers and termination of all aliens in their organization within 15 days of any such action. In cases of dismissal, aliens must return their Work Permit to labor authorities in Bangkok at the Alien Occupation division or, if they are in a provincial area, to the province's Department of Employment. Failure to do so will result in a fine of up to 1,000 baht.
Any alien who engages in work without a Work Permit, or in violation of the conditions of his work as stipulated in his Permit, may be punished by a term of imprisonment not exceeding three months or a fine of up to 5,000 baht, or both. Aliens engaged in work prohibited to them by Royal Decree (see below) shall be liable to imprisonment for a term not exceeding five years or to a fine ranging from 2,000 to 100,000 baht, or both.
An employer who permits an alien to work in his organization without a Work Permit or to act in violation of the nature of the work specified in the Permit may be punished with imprisonment not exceeding three years or fined up to 60,000 baht or both.
Permit holders must obtain prior permission to change their occupation and/or place of work. Change of employer location or the residential address of the permit holder must be properly endorsed in the Work Permit by the labor authorities. The Alien Employment Act does not prevent an alien from engaging in work in more than one field or for more than one employer.
F. Restricted Occupations
A Royal Decree in 1973 listed 39 occupations and professions that were then prohibited to aliens. This list has been amended on several occasions by subsequent Royal Decrees, the latest one in 1979.
- Work in agriculture, animal breeding, forestry, fishery or general farm supervision
- Masonry, carpentry, or other construction work
- Wood carving
- Driving motor vehicles or non-motorized carriers, except for piloting international aircraft
- Shop attendant
- Supervising, auditing or giving services in accounting, except occasional international auditing
- Gem cutting and polishing
- Hair cutting, hair dressing and beautician work
- Hand weaving
- Mat weaving or making of wares from reed, rattan, kenaf, straw or bamboo pulp
- Manufacture of manual fibrous paper
- Manufacture of lacquerware
- Thai musical instrument production
- Manufacture of nielloware
- Goldsmith, silversmith and other precious metal work
- Manufacture of bronzeware
- Thai doll making
- Manufacture of mattresses and padded blankets
- Alms bowl making
- Manual silk product making
- Buddha image making
- Manufacture of knives
- Paper and cloth umbrella fabrication
- Hat making
- Brokerage or agency work, except in international business
- Pottery or ceramics
- Manual cigarette rolling
- Legal or litigation service
- Clerical or secretarial work
- Manual silk reeling and weaving
- Thai character type-setting
- Hawking business
- Tourist guide or tour organizing agency
- Architectural work
- Civil engineering work
3. Visas and Immigration Law
All persons, other than those in transit and citizens of certain countries, are required to obtain a visa in order to enter Thailand . Foreign nationals who intend to remain in Thailand to work or conduct business must comply with visa requirements in addition to obtaining a work permit.
A. Visa Categories
The Immigration Act of 1979 as amended in 1980 establishes the following visa categories:
- Visitor transit
- Non-quota immigrant
Nationals of most countries will, without applying for a visa from a Thai embassy or consulate in advance, be given a 30 day-visa, except for those who are eligible for 90 day-visas. Nationals of some countries who are entitled to the 30 day-visa may be requested by the immigration officials to produce an onward ticket to establish that they will leave the Kingdom within 30 days.
Tourist visas are initially valid for 60 days and are renewable at the discretion of the Immigration Department. Renewals are normally granted for periods of up to 30 days at a time.
Aliens who have obtained a transit visa from a Thai embassy or consulate will be granted a 30-day stay in the Kingdom. Extensions of stay are normally granted for periods of 7-10 days.
Note: Transit, visitor transit and tourist visa holders are not authorized to work in Thailand .
This category includes, inter alia, former residents who have lost their resident status but who have reapplied to resume their residency and who have been able to demonstrate a convincing reason to support the granting of this type of visa.
Members of the diplomatic or consular corps, aliens coming to perform their duties in Thailand with the approval of the Thai government, aliens performing their duties in Thailand under an agreement between the Thai government and a foreign government, heads of international organizations or agencies operating in Thailand, and dependents of all the aforementioned persons, including private servants of members of the diplomatic corps, are exempted by the Act from the normal visa requirements.
B. Non-Immigrant Visa
Aliens seeking a prolonged stay, or those coming to work in Thailand , should obtain non-immigrant visas for all family members prior to entering the Kingdom. There are several categories of Non-Immigrant visas which include, among others, business visa category (B); dependent visa category (O); investment subject to the provision of the laws on investment promotion (BOI IB); diplomatic and consular visa category (D); performance of duties with the mass media (M); performance of skilled or expert work (EX); investment (with concurrence of ministries and departments concerned)-(capital investment IM); study or observation (ED).
Advantages of a Non-Immigrant visa include:
- Entitlement of the holder to apply for a multiple re-entry visa to Thailand from the Immigration Division in Bangkok
- Subject to the regulations of the Immigration Authorities, entitlement of the holder to apply for permanent residence in Thailand
- Eligibility for issuance of a Work Permit to the holder
- Eligibility for temporary visa renewal while processing issuance of a long- term annual visa.
Aliens are advised to strictly adhere to the rules governing each visa category. They should report any changes of address or status to local police within 24 hours.
In addition, foreigners residing in Thailand for more than 90 consecutive days are required to register their address with the Immigration Bureau every 90 days. This requirement applies to all foreigners, including holders of work permits and long-term visas. Failure to do so can result in substantial penalties.
Transit, Visitor Transit, Tourist and Non-Immigrant Visas are issued only for the following purposes and duration:
- Diplomats or consular missions (duration as necessary)
- Official missions (duration as necessary)
- Tourism (90 days)
- Sports (30 days)
- Business purposes (one year)
- An investment which has received authorization from the appropriate government authorities (two years)
- Investment or other business in connection with investment under the Investment Promotion Act (as determined by the Board of Investment)
- Transit (30 days)
- The controller or crew of a conveyance entering a port or other locality in the Kingdom (30 days)
- Work as a skilled laborer or specialist (one year).
In response to feedback from investors, the Board of Investment coordinated the establishment of a One-Stop Service center for Visas and Work Permits, Through joint cooperation with the Immigration Bureau and the Ministry of labor, the center can process applications or renewals of visas and work permits within three hours, upon receipt of proper and complete documentation.
In addition, the center handles other transactions, including the issuance of multiple reentry stamps, changes in class of visa (to non-immigrant from tourist or transit), and payment of fines.
The One-Stop Service Center is located at 207 Rachadapisek Road, 3rd Floor, Bangkok, and they may be reached by phone at (66) (2) 693-9333-9.
Work permits, which are valid for the period of the visa, have to be renewed every year. When an individual applies for a renewal of visa, he or she has to show that taxes for the previous year have been paid.
Foreigners may also apply for permanent residence permits for Thailand under certain conditions, such as investment in a business, or a condominium. Application can either be made to the Board of Investment or the Immigration Department.
4. International Banking Facilities
A. Bangkok International Banking Facility
On September 16, 1992 the Ministry of Finance and the Bank of Thailand established rules and conditions for commercial banks to establish international banking facilities in Thailand . The annual fee for participants is 500,000 baht.
A commercial bank that receives a license will be able to undertake international banking facilities (IBF) business for:
- Offshore Lending
- Accepting deposits or borrowing from abroad in foreign currencies from foreign natural or juristic persons who have no establishment in or business with Thailand . An exception is made for receiving money from foreign banks that have a branch or representative office in Thailand , from foreign branches of Thai commercial banks, and from the Ministry of Finance, the Bank of Thailand, or the Exchange Equalization Funds. These foreign currencies may be lent abroad, to other IBF businesses, and to the Ministry of Finance, the Bank of Thailand and the Exchange Equalization Funds.
- Acceptance of deposits or borrowing of offshore baht funds from offshore banks, foreign branches of Thai commercial banks and other IBF. These funds may be lent to foreign banks, foreign branches of Thai commercial banks, or other IBF businesses.
- Local Lending
- Acceptance of deposits, or borrowing from abroad in foreign currencies from foreign natural or juristic persons who have no establishment in or business with Thailand, foreign branches of Thai commercial banks, and other IBFs to lend foreign currencies in Thailand. However, each withdrawal and disbursement must be of an amount not less than US$2,000,000 except in one of the following two cases, where the minimum disbursement is US$500,000:
- An exporter who has income from export in excess of 50 percent of all income during the last accounting period
- An exporter who has goods and services that are sold to an exporter who meets the above-specified condition
- Other Related Business
- Cross-currency transactions with overseas customers, other IBF businesses, the Bank of Thailand, the Ministry of Finance, the Foreign Equalization Funds, banks licensed under the foreign exchange control laws, or local customers to whom such IBF businesses have lent foreign currencies
- Giving acceptance or guarantee against any debts in foreign currencies when either:
- The bank is licensed under the foreign exchange control laws; or
- The parties involved reside outside of Thailand .
- All matters dealing with letters of credit in cases where the buyer and the seller of goods involved with the letter of credit purchasing agreement both reside abroad and the goods involved in the agreement have not been either exported out of or imported into Thailand.
- Procuring, or managing the loan syndication procurement of, foreign currency loans from foreign sources to those requiring loans in foreign currencies.
- Other Unrelated Business
Commercial banks licensed to undertake IBF businesses may also:
- Provide news, financial and general economic information
- Prepare or analyze investment projects
- Advise in the purchase, merger or amalgamation of businesses
- Give financial advice; and
- Arrange or underwrite debt instruments issued for sale abroad. If the debt instruments are issued from Thailand , this must be undertaken in conjunction with the IBF business of a commercial bank registered in Thailand .
However, these activities must be separated from the accounts of the IBF business - as if the commercial bank were a separate juristic person.
B. Conditions for Participating in BIBF
The Bank of Thailand stipulates that the IBF must be separate from other banking business - as if it were a separate juristic person. In addition, the IBF business in offshore lending must be separate from the IBF business in local lending, and the IBF business in local lending cannot transfer or raise funds to the IBF for offshore accounts. Customers of IBF are required to provide their actual names, addresses, and information for correspondence, and the names on the accounts must be the actual names of customers.
Tax Privileges for participating in BIBF
(% of net income)
(% of revenue)
Profit Remittance Tax
3.3% or 10% VAT
3.3% or 10% VAT
10% or 15%
* Withholding tax paid on interest for O-I lent to State Enterprises is exempted
** Tax on fee of O-O loan syndication exempted if:
- At least three BIBF's participate in the same syndication
- Most of the operations are carried out in Thailand
If there is only one arranger, a BIBF is the arranger, or if there is more than one arranger, at least half the arrangers are BIBF's
SOURCE: The Board of Investment of Thailand