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FBA, the Foreign Business Act B.E. 2542 (1999), is Thailand's law on foreign company ownership. A company counts as foreign once foreigners hold half its capital; such a company is barred from, or needs permission for, the activities on the Act's three lists. FBL, the Foreign Business Licence, is the permission needed for a List 3 business.
The three FBA lists
| List | What it covers | What a foreign company needs |
|---|---|---|
| 1 | Media, farming, land trading | Closed to foreigners; no licence is issued |
| 2 | National security, arts and culture | Cabinet approval; at least 40% Thai capital, two-fifths Thai directors |
| 3 | Hotels, restaurants, tour businesses, language schools | The Director-General's permission, that is, an FBL |
Who counts as a foreign company
A company becomes foreign the moment foreigners hold half of its capital — the 51/49 rule, since Thai shareholders need more than 50%. Say a British founder and an Australian founder set up a company with a Thai partner and split the shares 25/25/50: foreigners hold half, so the company is already foreign, a common surprise for anyone assuming 50/50 keeps it Thai. Thai shares need to be genuine: a nominee arrangement, where a Thai shareholder exists only on paper, is a criminal offence under section 36. Since 2026 the DBD checks where Thai shareholders' money actually comes from — our typical case DBD shareholder check: proving real ownership.
FBL, or the lawful alternatives
An FBL is for a List 3 business. A foreign company needs a minimum capital of THB 2 million in general, and THB 3 million for a business on List 2 or 3. Three lawful alternatives exist: BOI promotion, which lifts most restrictions for projects the government backs; a Treaty of Amity certificate for US nationals; or genuine Thai control. British, Australian and most other founders don't have that route: without an FBL or BOI promotion, Thai control is their only option. Steps and timing are in our guide on how to register a company in Thailand.
Not sure which list applies to your business? Describe it in an enquiry — our lawyers will tell you which route fits, a licence or BOI promotion, and we answer within 24 hours. We help clients pick a lawful structure and register a company in Thailand, with the cost fixed before we start. Still deciding? See Open a business in Thailand as a foreigner.
