Thailand is genuinely open for business. But its legal framework for foreign investors is layered, and the gaps between “technically allowed” and “actually compliant” can be expensive.
The Foreign Business Act (FBA) caps foreign ownership at 49% in most sectors. The Department of Business Development (DBD) has been actively auditing companies for illegal nominee structures since 2025 – with over 26,000 businesses under scrutiny. The penalties are serious: fines up to 1,000,000 THB, up to 3 years’ imprisonment, and forced dissolution.
A corporate lawyer in Bangkok is the person who keeps you on the right side of all of this.
1. Company Setup and Structuring
This is where most clients start. Setting up a Thai company looks straightforward until it isn’t.
Your lawyer will:
- Determine your ownership structure – whether 49% foreign / 51% Thai, a Foreign Business License (FBL), BOI promotion, or the US-Thailand Treaty of Amity (for US citizens only, allowing up to 100% ownership)
- Identify which FBA list applies to your business activity (List 1 is off-limits; List 2 and 3 require specific permits)
- Register the company with the DBD – since January 2026, all registrations are processed exclusively through the online DBD Biz Regist platform
- Ensure minimum capital compliance – most foreign-invested companies must bring in at least 3,000,000 THB and document it via a Foreign Exchange Transaction (FET) form
Getting the structure wrong at this stage creates problems that are very hard to unwind later.
2. BOI Promotion Applications
If your business qualifies – think manufacturing, tech, R&D, green energy, digital services – BOI promotion is one of the most powerful tools available to foreign investors.
A Bangkok corporate lawyer with BOI experience will:
- Assess whether your activity falls under the BOI’s promoted sectors
- Prepare and submit the full application, including the business plan and financial projections
- Secure the BOI Promotion Certificate, which unlocks 100% foreign ownership, land ownership rights, and corporate income tax exemptions for 3–8 years
- Manage ongoing compliance and annual reporting obligations
BOI approval is not automatic. The BOI evaluates each project’s contribution to Thailand’s economic development. A well-prepared application makes a real difference.
3. Drafting and Reviewing Contracts
This is the day-to-day work that protects your business once it’s running.
Shareholder agreements matter enormously in a Thai company with mixed ownership. Without a properly drafted agreement, disputes over voting rights, profit distribution, and exit clauses can become very messy, very fast.
Your corporate lawyer will also handle:
- Joint venture agreements – especially critical when partnering with Thai co-founders or investors
- Service and supply contracts – ensuring they’re enforceable under Thai law, not just the law of your home country
- Employment contracts – aligned with the Labor Protection Act, including probation periods, severance, and termination clauses
- Non-disclosure and IP agreements – protecting your proprietary information in a jurisdiction where enforcement depends heavily on how the document was drafted
4. Regulatory Compliance and Licensing
Operating legally in Bangkok means staying current with multiple regulators, not just the DBD.
A corporate lawyer Bangkok practice will typically cover:
- Tax registration with the Revenue Department (mandatory within 60 days of incorporation; VAT registration required once turnover exceeds 1.8 million THB)
- Work permit and visa coordination for foreign employees and directors
- Sector-specific licenses – for example, if you’re in food, hospitality, fintech, or healthcare, there are additional regulatory layers
- Annual compliance filings – statutory accounts, shareholder meetings, and DBD annual returns
Missing a filing deadline or operating without the right license is the kind of thing that triggers audits.
5. Mergers, Acquisitions, and Business Transactions
If you’re buying a Thai business, investing in one, or selling your stake, the due diligence process is non-negotiable.
Your lawyer will:
- Review the target company’s DBD filings, shareholder structure, and any nominee arrangements
- Identify hidden liabilities – tax arrears, pending litigation, undisclosed debts
- Draft and negotiate the share purchase or asset purchase agreement
- Manage the transfer of ownership with the DBD and any relevant regulators
Thailand’s M&A market has grown significantly with the China+1 supply chain shift. More foreign investors are acquiring existing Thai entities rather than starting from scratch – which makes thorough legal due diligence more important than ever.
What a Corporate Lawyer in Bangkok Is Not
Worth being clear: a Thai corporate lawyer is not an accountant, a visa agent, or a business consultant. The best firms work alongside those professionals. But the legal work – structuring, contracts, compliance, licensing – is a distinct discipline that requires a qualified Thai-licensed attorney.
