How to Set Up a Thailand BOI Company Ownership, Incentives & Step‑by‑step BOI Application

Foreign investors looking to establish a Thailand BOI company gain access to a powerful set of legal privileges from majority or full foreign ownership to multi-year corporate income tax holidays and streamlined visa processing. The Board of Investment (BOI) is the Thai government agency that grants “promotion” status to qualifying projects, effectively lifting many of the restrictions that the Foreign Business Act (FBA) imposes on foreign-owned businesses.

This page is written for founders, CFOs and in-house counsel evaluating whether BOI promotion is the right route to set up a company in Thailand as a foreigner. You will find a clear explanation of what BOI promotion means, how foreign ownership rules work, the full catalogue of BOI incentives, a numbered step-by-step application process, a document checklist, a BOI vs FBA comparison table, and sector-specific examples.

In mid-2026, the BOI launched its Investment Acceleration Program branded “Thailand FastPass” designed to shorten approval timelines and coordinate cross-agency permits for priority sectors. The practical effect for investors is a faster path from application to operational status, particularly in data centres, advanced manufacturing and high-value digital services.

Whether you are weighing a BOI application against a standard Thailand foreign business licence, or need to understand how BOI incentives in Thailand translate into real cost savings, the sections below give you the legal framework and practical steps in one place.

What the BOI does and what “promotion” means

The Thailand Board of Investment is a government agency under the Office of the Prime Minister. Its mandate is to encourage domestic and foreign investment in activities deemed beneficial to the Thai economy. When the BOI “promotes” a project, it issues a Promotion Certificate that confers specific legal privileges both tax and non-tax on the promoted entity. The company is then referred to as a BOI-promoted company (or informally, a Thailand BOI company).

Promotion is activity-based, not company-based. A single legal entity may hold multiple promotion certificates for different activities, and each certificate carries its own set of conditions, incentives and compliance obligations. The BOI publishes a detailed list of eligible promoted activities, grouped into categories such as agriculture, manufacturing, digital technology, infrastructure and knowledge-based services.

Legal basis and core privileges

BOI promotion is governed by the Investment Promotion Act, B.E. 2520 (1977), as amended. The core privileges fall into two groups:

• Tax incentives: Corporate income tax (CIT) exemptions or reductions for defined periods, exemption or reduction of import duties on machinery and raw materials, and exemption from certain other taxes and surcharges.
• Non-tax incentives: Permission for foreign nationals to hold majority or full ownership of the promoted company, permission to own land, facilitated work permits and visas through the One Start One Stop (OSOS) service centre, and permission to bring in foreign skilled workers and experts.

How BOI promotion interacts with the Foreign Business Act

Under the Foreign Business Act, B.E. 2542 (1999), a company with more than 50 per cent foreign shareholding is classified as a “foreign” entity and is restricted from engaging in many business activities listed on the FBA’s three annexes unless it obtains a Foreign Business Licence. BOI promotion provides a separate, and often more advantageous, legal pathway: if the activity is on the BOI promoted list, the BOI can grant permission for majority or even 100 per cent foreign ownership without the need for an FBA licence. This is the fundamental legal advantage that makes forming a Thailand BOI company the preferred route for many foreign investors.

Foreign ownership rules for BOI companies

Foreign ownership is often the primary reason investors pursue BOI promotion rather than operating under the FBA default. Understanding how ownership limits work and where exceptions apply is critical to structuring a compliant entity.

BOI promotion vs FBA baseline when full foreign ownership is allowed

The FBA baseline is straightforward: if foreign shareholders collectively hold more than 50 per cent of registered capital, the company is treated as a foreign entity and must either avoid restricted activities or obtain a Foreign Business Licence (a slow and often uncertain process). BOI promotion overrides this restriction for promoted activities. In practice:

• Most promoted manufacturing activities: 100 per cent foreign ownership is permitted outright.
• Promoted service activities: Depending on the specific activity and its classification, the BOI may allow majority foreign ownership (51–100 per cent). Some services still require Thai participation at specified levels.
• Activities on FBA List 1 (reserved for Thai nationals): BOI promotion does not override these restrictions they remain closed to foreign participation regardless of BOI status.

Investors should confirm the ownership ceiling for their specific activity by checking the BOI’s promoted activities list and any conditions attached to the promotion category.

Practical ownership structures and nominee risk

Some foreign investors attempt to circumvent FBA restrictions by using Thai nominee shareholders individuals or entities that hold shares on behalf of the foreign investor without genuine economic interest. This practice is illegal under the FBA and carries criminal penalties. The Department of Business Development actively investigates nominee arrangements.

BOI promotion eliminates the need for nominee structures in promoted activities. This is not merely a convenience: it provides genuine legal certainty. A properly promoted Thailand BOI company can be structured with transparent, fully foreign-owned shareholding that is compliant with both the FBA and the BOI’s conditions.

Special regimes: US Treaty of Amity

US citizens and US-majority-owned companies may also benefit from the Treaty of Amity and Economic Relations between Thailand and the United States, which grants national treatment in most business sectors. However, the Treaty of Amity route does not provide the tax incentives that BOI promotion offers. For US investors in promoted activities, combining Treaty of Amity rights with BOI promotion can maximise both ownership flexibility and fiscal benefits.

BOI incentives (tax and non-tax) what investors actually get

The value proposition of a Thailand BOI company rests on a concrete package of fiscal and operational privileges. The BOI classifies incentives into activity-based groups (labelled A1 through B2, and further sub-categories), with the most strategically important activities receiving the most generous packages.

• Corporate income tax exemption: Depending on the activity category, promoted companies can receive CIT exemption for periods ranging from 3 to 8 years and in some priority categories, up to 13 years when merit-based incentives are included. After the exemption period, a 50 per cent CIT reduction may apply for additional years.
• Import duty exemptions: Exemption or reduction of import duties on machinery essential to the promoted activity, and exemption of import duties on raw materials and essential materials used to produce export products.
• Work-permit and visa facilitation: Promoted companies access the BOI’s One Start One Stop (OSOS) service centre, which processes work permits and visas for foreign employees, experts and their families in a single location. Smart Visa eligibility may also apply for high-skilled roles in targeted sectors.
• Land ownership: BOI-promoted companies may be permitted to own land for their promoted operations, a right not generally available to foreign-majority entities.
• Foreign expert quotas: BOI promotion allows companies to bring in foreign technicians and experts beyond the standard ratios imposed by the Department of Employment.
• Industrial estate and utility support: Projects sited within IEAT industrial estates or Special Economic Zones (SEZs) may receive additional geographic incentives, including enhanced tax holidays and infrastructure support.

Eligibility checklist summary

Not every project qualifies for BOI promotion. Key eligibility requirements include:

• Promoted activity: The project must fall within the BOI’s published list of eligible activities.
• Minimum investment: Most activities require a minimum capital investment (excluding land and working capital) of THB 1 million, though many priority activities have higher thresholds.
• Value-added requirement: Manufacturing projects must generally demonstrate a value-added ratio of at least 20 per cent of revenue.
• Modern production processes: The BOI requires use of modern, efficient and environmentally sound production methods.
• Geographic and SEZ incentives: Projects located in certain provinces or designated SEZs receive enhanced incentive packages.

Step‑by‑step: from planning to promotion certificate to operation

The BOI application process for a Thailand BOI company follows a defined sequence. Early engagement with qualified legal counsel helps avoid costly missteps particularly around shareholding structure, nominee risk and activity classification.

1. Eligibility check (1–2 weeks): Confirm that the proposed business activity appears on the BOI promoted activities list, meets minimum investment thresholds, and that the intended ownership structure is permissible for the activity category.
2. Pre-application document preparation (2–6 weeks): Assemble the full application dossier: company memorandum of association (MOA), detailed business plan, financial projections, technical specifications, land or lease documentation, and CVs of key personnel.
3. BOI submission (Week 1 of review): File the application through the BOI’s e-submission system or the OSOS centre. The BOI assigns a project officer and begins the formal review.
4. BOI review, queries and conditional approval (4–12 weeks): The BOI may request clarifications, supplementary documents or revisions to the business plan. Responses should be timely and consistent delays or contradictions are common causes of prolonged review. The BOI Board or authorised officer issues a conditional approval letter.
5. Promotion certificate issuance and parallel registrations (2–4 weeks): Upon acceptance of the BOI’s conditions, the Promotion Certificate is issued. The company must also complete registration with the Department of Business Development (DBD), apply for a factory licence (if manufacturing), and secure any IEAT or land-related approvals.
6. Activation of privileges: Register for CIT exemption with the Revenue Department, apply for import duty privileges with Customs, and process work permits and visas through OSOS.

Typical timelines

Straightforward projects with complete documentation can receive BOI approval in as little as 8–12 weeks from submission. More complex projects those involving large capital, multiple activities or sensitive sectors may take 16–24 weeks. The Thailand FastPass program, launched in mid-2026, aims to compress timelines significantly for qualifying high-priority projects through coordinated multi-agency processing.

Where to engage counsel and why early legal review matters

The most consequential decisions activity classification, shareholding structure, IP licensing, and supply-chain arrangements are made before the BOI application is filed. Errors at this stage can result in rejection, delayed promotion, or post-promotion compliance failures. Engaging experienced Thailand company formation counsel before drafting the application ensures that the corporate structure, business plan and capital allocation align with both BOI requirements and broader Thai law.

Document checklist for a BOI application in Thailand

The BOI application requires a comprehensive dossier. Each document serves a specific evidentiary purpose, and incomplete or poorly prepared submissions are a leading cause of delays and rejections.

• Company memorandum of association (MOA): Proves corporate identity and shareholder structure. Must reflect the intended ownership ratios.
• Detailed business plan: Demonstrates the project’s scope, market rationale, production or service methodology, and revenue projections. Must clearly map to a promoted activity.
• Financial statements and evidence of capital: Bank statements, audited accounts of the parent company (if applicable), and proof of investment funds.
• Technical specifications: Machinery lists, process flow diagrams, and technology transfer documentation where relevant.
• Land or lease documentation: Title deed, lease agreement, or IEAT site allocation letter.
• CVs of key personnel: Qualifications and experience of directors, technical experts and foreign employees proposed for work permits.
• Supplier and customer contracts: Evidence of commercial viability and supply chain arrangements.
• Certified translations and notarisation: All foreign-language documents must be translated into Thai or English and certified. Notarisation and apostille requirements apply to documents issued overseas.

Note: DBD company registration must be completed in parallel with or prior to BOI application. The DBD’s e-registration system handles MOA filing, company registration and director appointments.

Common pitfalls and rejection reasons

• Business description mismatch: The project description does not clearly map to a BOI promoted activity category.
• Incomplete capital expenditure plan: Financial projections lack detail or do not meet the minimum investment threshold.
• Nominee shareholder indicators: The BOI and DBD scrutinise shareholding arrangements any appearance of nominee structuring will trigger investigation.
• Fictitious Thai business premises: Providing a virtual office or co-working address without genuine operational use raises red flags.
• Insufficient Thai employment plan: Many promoted activities require a credible plan for hiring and training Thai employees.
• Missing or uncertified translations: Documents not properly translated or notarised are returned, causing delay.
• Late or inconsistent query responses: Slow replies to BOI follow-up questions, or responses that contradict the original application, erode credibility.
• Underestimating post-promotion compliance: Failing to plan for ongoing reporting, tax certificate applications and annual compliance obligations.

A downloadable BOI application checklist GLE_BOI_Application_Checklist_Thailand_2026.pdf is available for investors who want a structured preparation guide. The checklist covers each document, formatting requirements and common errors to avoid.

BOI vs FBA at‑a‑glance comparison

The following table summarises the key differences between operating as a BOI-promoted company and registering under the standard Foreign Business Act framework. For investors evaluating a BOI vs FBA route, this comparison highlights why BOI promotion is the preferred pathway for qualifying projects.

Who benefits most sector examples

BOI promotion delivers the greatest value in capital-intensive, export-oriented or technology-driven sectors. Three illustrative examples show how different types of investors leverage a Thailand BOI company:

• Data centres: Large-scale data centre projects are classified as promoted digital infrastructure activities. They benefit from extended CIT holidays, customs facilitation for imported server and cooling equipment, and expedited FastPass processing for cross-agency coordination (utilities, construction permits, environmental approvals). The capital intensity of data centre builds readily exceeds BOI investment thresholds.
• Export-oriented manufacturing: Manufacturers producing for export gain import duty exemptions on both machinery and raw materials, significantly reducing landed cost. Locating within an IEAT industrial estate or SEZ can unlock additional geographic incentives and streamlined utility connections.
• Technology and digital services: Software development, cloud services and fintech companies benefit from BOI work-permit facilitation essential for recruiting international talent. Smart Visa eligibility and OSOS processing accelerate the onboarding of skilled foreign workers. IP-sensitive businesses also gain confidence from transparent, fully-foreign-owned corporate structures that eliminate nominee risk.

Next steps

Before engaging counsel for a Thailand BOI company application, investors should prepare a one-page business summary describing the proposed activity and its alignment with the BOI promoted activities list, a capital expenditure estimate (excluding land and working capital), the intended shareholding structure with identification of all shareholders, and basic technical specifications for the project. The downloadable BOI application checklist GLE_BOI_Application_Checklist_Thailand_2026.pdf walks through every required document and formatting requirement in detail. Early legal review of the shareholding structure and activity classification is the single most important step to avoid delays, nominee risk and misalignment with BOI conditions.

Last reviewed: 6 August 2026

Sources

• Board of Investment Press Release: Thailand FastPass / Investment Acceleration Program (23 June 2026)
• BOI Promotion Privileges (What We Do)
• BOI Eligible Activities for Promotion
• BOI Tax and Non-Tax Incentives
• BOI Promotion Procedures and Application Process
• BOI FastPass Press Release and Priority Sector Details
• Foreign Business Act, B.E. 2542 (1999) Official English Translation
• OSOS Company Establishment FAQ and DBD Registration Guidance
• Department of Employment Work Permit Forms and eWorkPermit Guidance
• Industrial Estate Authority of Thailand (IEAT) Industrial Estate Approvals and Services