Foreign-Owned Company Options in Thailand: BOI vs Amity vs Rep Office

Establishing a 100% foreign-owned company in Thailand is a top priority for many international entrepreneurs. Under Thailand’s Foreign Business Act (FBA), foreign ownership in many sectors is normally capped at 49%, meaning a Thai partner would typically hold majority shares. However, there are special structures that allow full foreign ownership despite these rules. For service-based and export businesses in particular (excluding manufacturing, which follows different pathways), the three main options are:

• Board of Investment (BOI) Promotion – Government incentives for certain industries that allow 100% foreign ownership.

• U.S.–Thailand Treaty of Amity – A treaty granting American citizens and companies rights to own Thai businesses fully (with some exceptions).

• Representative Office – A non-revenue, foreign-owned business presence for specific limited activities.

Each option has different allowances, restrictions, and ideal use cases. In this guide, we break down what each option permits or restricts, who it’s best suited for, and provide a side-by-side comparison. Our goal is to offer a consultative, helpful overview that builds trust and answers common questions for foreigners seeking full ownership in Thailand.

Ownership Tip: If your business will export goods or services from Thailand exclusively, you may not need any special structure at all. Under the FBA, most export-oriented businesses are not restricted – 100% foreign ownership is automatically allowed for companies focusing on international trade. This is an often overlooked route to full ownership for trading businesses.

Option 1: Board of Investment (BOI) Promotion

The Thailand Board of Investment (BOI) promotion is one of the most popular routes to 100% foreign ownership. The BOI is a government agency that offers investment incentives to qualifying businesses. If your company’s activities fall under one of the BOI’s promoted categories, you can apply for BOI promotion and receive a Foreign Business Certificate (FBC). This certificate allows you to operate a Thai company with 100% foreign shareholding, even if the business would normally be restricted under Thai law.

What BOI Promotion Allows:

• Full Foreign Ownership: BOI-approved companies can be entirely foreign-owned without needing a separate Foreign Business License. You don’t need a Thai shareholder to meet the 51% local majority rule.

• Incentives & Privileges: Qualifying projects enjoy benefits like corporate income tax holidays, import duty exemptions, and other tax breaks (depending on the activity and promotion zone). BOI companies are also allowed to own land for their business use – a benefit generally not available to ordinary foreign businesses.

• Easier Work Permits & Visas: BOI companies benefit from streamlined work permit and visa processes. Notably, BOI firms are exempt from the usual 4:1 ratio of Thai employees per foreign employee. There is no strict local hiring quota for work permits under BOI, making it easier to staff your company with the foreign expertise you need. This is ideal for startups or tech firms that require specialized foreign talent.

• Broad Business Activities: The BOI promotes a wide range of industries. While historically associated with manufacturing and industrial projects, BOI promotions today cover many service and technology sectors as well. Eligible activities include services and tech fields like software development, cloud services, research & development, engineering design, digital marketing, and other “knowledge-based” industries. In short, you don’t have to be a factory – many innovative service businesses can qualify for BOI incentives.

BOI Eligibility Check: Not every business qualifies – you must engage in an activity the BOI wants to promote. Check BOI’s list of promoted industries to see if your business fits. For example, a software or IT consulting firm, a research/design company, or an export-focused trading company might be eligible, whereas a basic local restaurant or purely domestic service might not. If you’re unsure, Thai-Co can review your business plan and advise whether BOI promotion is an option.

Restrictions & Requirements:
While powerful, BOI promotion comes with conditions: you must apply and be approved by the BOI through a detailed application process, demonstrating how your business will benefit Thailand (e.g. through innovation, job creation, or technology transfer). The application can be technical and typically requires a solid business plan, financial projections, and minimum capital investment (often at least 1–2 million THB, depending on the project). Approval is not guaranteed – it’s important to align your business model with BOI priorities to increase your chances. There will also be ongoing compliance, such as periodic reporting to the BOI about your project’s progress, and meeting any specific conditions set in your promotion certificate.

Who BOI Promotion Is Best For:
BOI promotion is best suited for foreign entrepreneurs in targeted industries – especially those in tech, professional services, export, or high-value sectors – who want the maximum benefits and are ready to make an investment in Thailand. If you plan to hire multiple foreign staff, need to legally operate in a sector normally off-limits to foreigners, or could benefit from tax incentives, BOI is likely the gold standard route. The trade-off is the upfront effort in applying and fulfilling criteria. Service businesses with an innovative or knowledge-based angle (e.g. a software development company, an engineering design consultancy, a regional trading hub) often find BOI promotion extremely advantageous for 100% ownership and growth perks.

(Soft CTA: Need help determining if BOI is the right path for your company? Thai-Co’s experts can analyze your eligibility and guide you through the application process.)

Option 2: U.S.–Thailand Treaty of Amity

The Treaty of Amity and Economic Relations between Thailand and the United States is a special agreement that allows American citizens and American-majority companies to own businesses in Thailand outright. Under the Treaty of Amity, qualifying U.S. investors can bypass the typical 49% foreign ownership limit and operate as if they were Thai companies in most respects. This option is essentially a fast-track to 100% ownership for Americans, without the need for BOI approval or a Foreign Business License.

What the Treaty of Amity Allows:

• 100% Ownership for U.S. Citizens/Companies: If you are an American (or your company is majority owned by U.S. citizens), you can establish a Thai limited company with up to 100% of shares held by U.S. persons. You’ll need to go through a registration process to obtain a Treaty of Amity certificate from Thailand’s Ministry of Commerce (after verification of U.S. ownership via the U.S. Embassy), but once certified, your company is exempt from most FBA restrictions.

• Operate a Wide Range of Businesses: An Amity company can engage in most services, trading, or other business activities that a Thai-owned company could. Practically, it functions like a normal Thai company (subject to the same laws and taxes) with the key difference that foreigners (Americans) own it. Unlike BOI, there are no special industry requirements – the Treaty isn’t limited to certain promoted sectors. For example, an American-owned consulting agency, export trading firm, manufacturing company, or restaurant could all be eligible under Amity, as long as they are not in the few prohibited fields.

• No Need for Additional Licensing: With the Amity treaty protection, you do not need to apply for a Foreign Business License (FBL) or other waivers to legally exceed 49% foreign ownership. The Amity certificate itself grants the legal approval to operate with majority U.S. ownership. This saves considerable time and uncertainty compared to the difficult FBL route (where approvals are far from guaranteed). In essence, Treaty of Amity companies enjoy national treatment, meaning they’re treated almost the same as Thai-owned companies under the law.

Important Restrictions:
The Treaty of Amity comes with two key limitations to understand:

1. Available Only to Americans: This privilege is exclusive to U.S. citizens (and U.S.-incorporated companies). At least 51% of the shares must be held by U.S. persons, and at least half of the company’s directors must be U.S. citizens. Other nationalities are not eligible for Amity benefits. If you’re not American, unfortunately this route is off the table – you’d need to consider BOI or other options. (For non-U.S. foreigners, a common misconception is that a U.S. business partner could qualify the company for Amity. In practice, the company itself must be majority U.S.-owned and controlled, so unless the Americans truly own over 50%, you can’t use the treaty.)

2. Sector Carve-Outs: Even for American-owned companies, the treaty does not allow operation in certain sectors. The restricted fields include:

   • Communications and Transportation: For example, telecommunications services and domestic transportation businesses are off-limits under the treaty.

   • Banking (Depository) and Fiduciary Services: Amity companies cannot engage in regular banking with deposit functions or act as trust/fiduciary service providers.

   • Land Trading and Exploitation of Natural Resources: Owning land for business or exploiting natural resources (like mining, farming on a large scale, etc.) is not permitted. (Notably, no foreign company can own land in Thailand outright without special permission, and Amity doesn’t override that).

   • Domestic Trade in Thai Agricultural Products: Buying and selling Thailand’s native agricultural products (like rice farming or trading uncooked farm produce domestically) is not allowed for Amity companies.

   Other than these exceptions, an Amity company can operate freely in services, trading, manufacturing, consulting, and so on. It’s always wise to double-check if your planned business falls into a grey area, but most typical SMEs are not in the excluded list.

Amity Caution: The Treaty of Amity’s benefits apply only to U.S. majority-owned businesses. If you’re not American, you cannot use this route and should explore BOI or other structures. Additionally, even if you are American, remember that a few industries (like banking, transport, and certain media or resource sectors) are still off-limits under the treaty. It’s crucial to verify that your business activity is not in the treaty’s excluded categories. For eligible American entrepreneurs, though, the Amity treaty is a powerful tool to achieve 100% foreign ownership in Thailand with relatively little hassle.

Setup and Compliance Notes:
Forming an Amity Treaty company involves first registering a Thai company (typically with the standard requirements of at least 3 shareholders and THB 2 million minimum capital for unrestricted service businesses), and then obtaining certification under the treaty. The process includes getting documents certified by the U.S. Embassy and applying to Thailand’s Department of Business Development for the Amity certificate. Once approved, your company is essentially treated as Thai for FBA purposes. Keep in mind that Amity companies receive no special tax incentives – you’ll pay normal Thai corporate income tax on profits and comply with the usual business regulations, just like any Thai company would. Also, standard labor rules (such as work permit requirements of 4 Thai employees per foreigner, unless you qualify for other visas) still apply – the treaty spares you from ownership restrictions, but doesn’t grant the HR/work permit benefits that a BOI company enjoys. That said, many Americans find the Treaty of Amity to be the simplest and quickest path to owning and operating a business in Thailand outright.

(Soft CTA: Are you a U.S. citizen interested in using the Treaty of Amity for your Thai business? Thai-Co has helped numerous American entrepreneurs through the Amity registration process – we can handle the paperwork and ensure you meet all requirements.)

Option 3: Representative Office

A Representative Office in Thailand is a very different kind of setup from BOI companies or Amity companies. A Rep Office is not an income-generating business at all – it’s essentially an extension of a foreign parent company that carries out limited, non-commercial activities in Thailand on behalf of the head office. This structure is 100% foreign-owned by definition (the “parent” must be a foreign company), and it allows you to establish a legal presence in Thailand without a local partner or incorporation of a new Thai company. However, the trade-off is that a Representative Office cannot earn revenue or engage in commercial transactions within Thailand.

What a Representative Office Can Do:
By law, Rep Offices are restricted to five specific activities, all of which are services performed for the head office (or affiliated companies) abroad. These permitted activities are:

1. Market research and business reporting: Gathering information on business trends or opportunities in Thailand and reporting back to the head office.

2. Product advice: Providing advice and support about the parent company’s products to local distributors or customers (typically after-sales support).

3. Sourcing suppliers: Finding Thai sources of goods or services for the head office to purchase or use.

4. Quality control: Inspecting and ensuring the quality of goods in Thailand that the head office purchases or manufactures through local contractors.

5. Technical or promotional support: Introducing new products or services of the head office to the Thai market (promotion, not selling) – essentially liaison activities to build brand awareness or coordinate communications.

If your planned activities fall within one or more of these five categories, a Representative Office is legally allowed to undertake them. Common uses of rep offices include: performing market research before a full market entry, providing after-sales service or warranty support for a foreign manufacturer’s products sold in Thailand, or managing supplier relationships and quality checks for goods being exported from Thailand. It’s essentially a liaison and support hub.

Critical Limitations:
A Representative Office cannot carry out any income-earning or commercial business in Thailand. This means it cannot sell anything, cannot solicit sales, and cannot sign contracts or invoices on behalf of the head office for business deals. All operational costs (salaries, office rent, etc.) must be funded by the foreign head office. Because it earns no revenue, the Rep Office is not subject to corporate income tax in Thailand (aside from tax on any interest it might earn on idle funds). In essence, a Rep Office is a cost center. Engaging in activities outside the allowed scope (for example, negotiating or concluding sales) can void its status and lead to taxation or penalties. The government strictly limits Rep Offices to ensure they are truly non-commercial.

There are also financial and staffing requirements: you must bring in a minimum capital of THB 2 million from the head office over the first 3 years (at least 25% in the first 3 months, 50% within the first year, etc.) to fund the operations. Additionally, to employ any foreign staff, the Rep Office needs to have at least one Thai employee for each work permit. Fortunately, this ratio is much easier than a normal company (which requires 4 Thai employees per foreigner in most cases). Work permits in a Rep Office require 1 Thai staff per expat and THB 2M capital per expat. Typically, rep offices are approved for a small number of foreign personnel (often 1 or 2), which is usually sufficient for their limited scope.

Who a Rep Office Is Best For:
Representative Offices are ideal for foreign companies that want a presence in Thailand but are not ready to conduct sales or trade locally. If your goal is to study the market, build relationships, or support customers or suppliers in Thailand without actually doing business in the sense of buying or selling, a Rep Office can be a quick, straightforward solution. It’s often used as a preliminary step before a full market entry. For example, a foreign service company might set up a rep office to do marketing research and network-building for a year or two, then later incorporate a Thai company once they decide to launch services locally. Or a manufacturing company abroad might use a Bangkok rep office to coordinate with Thai component suppliers and ensure quality, without directly engaging in trade in Thailand.

The advantages of a Rep Office are that it’s fully foreign-controlled (no Thai shareholders required), relatively fast to set up, and has low tax burden (no corporate tax since there’s no income). Compliance is simpler too – no need for a Foreign Business License, since by definition a Rep Office isn’t considered “doing business” in the restricted sense. This structure also lowers the barrier for foreign staff: you can obtain one work permit per 2 million THB capital and one Thai employee, which is a lighter requirement than normal companies.

However, the disadvantages are equally clear: you cannot generate any revenue in Thailand through this entity, and thus you can’t engage in actual commercial operations. A Rep Office is not a long-term solution if you plan to make money in Thailand – it’s a temporary or limited-purpose setup. If you anticipate making sales or signing contracts in Thailand, you will eventually need to establish a proper Thai company (or branch) that is licensed for those activities. In fact, many businesses use the Rep Office as an interim solution: start with a rep office to test the waters or handle liaison tasks, and concurrently plan for a fully operational subsidiary or partnership for when business picks up.

(Soft CTA: Thinking of setting up a Representative Office for your company? Thai-Co can assist with the registration and advise on transitioning to a full company when you’re ready to expand your revenue-generating activities.)

Comparing Your Options: BOI vs Amity vs Rep Office

Each foreign ownership structure has its pros and cons. Below is a quick comparison to help you decide which option might fit your needs best:

• BOI Promotion – Pros: Allows 100% foreign ownership in eligible sectors, even for services. Offers lucrative benefits like tax holidays, duty exemptions, and the ability for foreigners to own land. No Thai-to-foreigner hiring ratio for visas (you can bring in expats freely). Good for attracting foreign talent and scaling quickly. Cons: Only available for certain business activities (you must qualify under BOI criteria). The application process is involved and can be time-consuming, often requiring detailed proposals and minimum capital investment. No special advantages for businesses outside BOI’s promoted categories. Ongoing compliance with BOI conditions is required. Suitable for committed investors in targeted industries, but not an instant solution for everyone.

• Treaty of Amity (U.S.) – Pros: Easiest path to 100% ownership if you’re American – no special industry requirements or Thai shareholders needed. Straightforward setup process relative to BOI. Allows your company to operate like any Thai company in most sectors. Great for U.S. entrepreneurs starting SMEs (consulting, trading, services, etc.) that don’t qualify for BOI or don’t need its incentives. Cons: Nationality-dependent – only U.S. citizens or companies with U.S. majority ownership can use it. Doesn’t provide tax breaks or other incentives; you operate under normal tax rules. Still subject to certain industry exclusions (e.g. cannot engage in banking, media, transport, agriculture trading as noted). Also, while it removes ownership barriers, you’ll still face standard work permit rules (e.g. needing Thai staff for each foreign employee) unless other exemptions apply. Overall, an excellent option for Americans, but offers nothing to non-U.S. investors.

• Representative Office – Pros: 100% foreign-owned and controlled by the parent company from day one. Quick to set up with no Foreign Business License required. No corporate income tax since it cannot earn income. Lower ongoing costs – mainly administrative – and simpler compliance (only reporting to the Commerce Ministry, no complex accounting for sales). Work permits for foreigners are easier to obtain (1 Thai employee per expat instead of 4:1). Ideal for market exploration, liaison, or support roles without committing to a full business launch. Cons: Extremely limited scope – cannot generate any revenue or sign sales contracts. All expenses must be funded from abroad. Has a required capital expenditure (at least THB 2 million over 3 years) to maintain its status. Not suitable for actually doing business or earning profits in Thailand – you’ll need to set up a different entity to start commercial operations. Essentially a short to mid-term solution for specific purposes, not a standalone business model for the long run.

As you can see, BOI companies, Amity companies, and Representative Offices serve very different needs. The best choice depends on your nationality, your industry, and your business objectives in Thailand:

• If you’re in a promotable industry (tech, professional services, export manufacturing, etc.) and prepared to invest in Thailand for the long haul, a BOI promotion offers unmatched benefits and freedom.

• If you’re an American starting a typical service or trading business, the Treaty of Amity is likely your quickest and simplest route to full ownership.

• If you only need a temporary or limited presence with no revenue (for research or liaison purposes), a Representative Office might suffice initially, until you’re ready to scale up.

Next Steps: Achieving 100% Ownership with Confidence

Navigating Thailand’s foreign ownership rules can be complex, but with the right strategy, 100% foreign-owned businesses are absolutely achievable. This article covered the three major avenues – BOI promotion, the U.S. Treaty of Amity, and Representative Offices – focusing on service and export-oriented companies. There are other paths and nuances (such as Foreign Business Licenses or local nominee structures), but those come with challenges and risks that often make the above options more attractive for legitimate, long-term operations.

Choosing the right structure is crucial. It impacts your ownership control, tax exposure, regulatory burden, and expansion flexibility in Thailand. We recommend evaluating your business model and expansion timeline against each option’s features. Often, the decision comes down to a mix of eligibility and strategic fit: for instance, Can you qualify for BOI and would the incentives outweigh the effort? Are you eligible for Amity and is your sector unrestricted? Do you need to start with a Rep Office before committing to a full entity? These are questions worth discussing with a knowledgeable advisor.

Thai-Co is here to help. We specialize in guiding foreign entrepreneurs through Thailand’s company setup landscape. Our consultants can provide personalized advice on whether BOI, Amity, or a Rep Office (or a combination, in stages) is best for your situation. We handle the legwork – from BOI applications to Treaty of Amity filings to Rep Office registrations – so you can focus on your business plan.

Ready to move forward? Feel free to reach out to us for a friendly consultation. We’ll answer your questions, address any concerns about compliance, and help you chart the optimal course to 100% foreign ownership in Thailand. With the right preparation and support, you can confidently establish your fully foreign-owned company and join the many international businesses thriving in Thailand’s vibrant market.

Book a Consultation: Contact Thai-Co today to discuss your foreign-owned business plans. We’re happy to be your partner in making your Thailand venture a success – with no compromise on ownership or control.