Révisé par ThaiLawOnline, un cabinet d'avocats thaïlandais agréé exerçant en Thaïlande depuis 2006. Avocate thaïlandaise en charge du dossier : Wichuda Atthamethakon, LL.M., licence du barreau thaïlandais 3149/2556.
Dernière mise à jour le 5 septembre 2026
Le Loi sur les entreprises étrangères BE 2542 (1999) (พระราชบัญญัติการประกอบธุรกิจของคนต่างด้าว, usually shortened to the Expédié par Amazon, formerly the Alien Business Law) is the statute that decides which businesses a foreigner, or a Thai company that is at least half foreign-owned, may carry on in Thailand and on what terms. It sorts restricted activities into three lists, requires a Foreign Business Licence or Certificate for most of them, and punishes both the foreigner who trades without one and the Thai who lends a name to hide it. It is the reason most foreign-run Thai companies are structured 49/51, and the reason that structure is now being audited.
Table des matières
How the Act defines and restricts foreigners
Section 4 defines a foreigner as a non-Thai individual, a company not registered in Thailand, or a Thai-registered company in which foreigners hold half or more of the shares. A company with 49% foreign capital is therefore Thai for the purposes of the Act, which is where the familiar 49/51 split comes from.
Section 8 and the three lists. List 1 covers businesses closed to foreigners outright, such as newspapers and broadcasting, farming and land trading. List 2 covers national security, culture and natural resources and needs permission from the Minister of Commerce with Cabinet approval. List 3 covers businesses in which Thais are held not yet ready to compete, including most services, and needs a licence from the Director-General of the DBD with the approval of the Foreign Business Committee. Section 14 sets the minimum capital: not less than 2,000,000 baht for a foreigner starting any business, and not less than 3,000,000 baht for each restricted business.
Licence, certificate or treaty in practice
A foreigner who wants majority ownership of a List 2 or List 3 business has three routes. The Foreign Business Licence is a discretionary application decided within 60 days, extendable once by 60 days; refusals are common for ordinary services. The Foreign Business Certificate is issued almost automatically, within 30 days, to a company promoted by the BOI or protected by a treaty, and under the Treaty of Amity that means American-owned companies. The third route is to fall outside the Act altogether by keeping foreign shareholding below half, which is lawful only if the Thai actionnaires are real investors.
List 1 has no licence route at all. That is why no structure lets a foreigner trade land, and why a company that buys land for a foreigner’s use is examined under both this Act and the Code foncier.
Penalties and the nominee problem
Sections 36 and 37 carry the criminal sanctions: imprisonment of up to 3 years, a fine of 100,000 to 1,000,000 baht, or both, plus a daily fine of 10,000 to 50,000 baht while the breach continues, and the court must order the business stopped or the shareholding unwound. Section 36 is aimed at the Thai who holds shares or fronts a business for a foreigner; the foreign principal is punished with the same penalties.
Enforcement has moved from theory to practice. DBD Order 2/2569, in force from 1 August 2026, requires Thai shareholders in mixed companies to prove with bank statements that they paid for their own shares, and the 2026 répression des candidats has produced arrests, seizures of land and dissolved companies. A 49/51 company whose Thai partners contributed nothing is not a grey area under this Act; it is the offence the Act was written to catch.
Foire aux questions
Can a foreigner own 100% of a company in Thailand under the Foreign Business Act?
Only through an exception: BOI promotion, a Foreign Business Licence, the Treaty of Amity for Americans, or a business that is not on any of the three lists, such as most manufacturing and export. For a restricted service business without one of those routes, foreign ownership must stay below half.
What businesses are restricted for foreigners in Thailand?
List 1 closes newspapers, broadcasting, farming and land trading to foreigners entirely. List 2 covers security, culture and natural resources. List 3, the longest, covers most services, retail and wholesale below set capital levels, construction, brokerage and advertising. Manufacturing for export and many technology activities are generally not restricted.
What is the penalty for using a Thai nominee under the Foreign Business Act?
Both the Thai nominee and the foreign principal face up to 3 years in prison, a fine of 100,000 to 1,000,000 baht, or both, and a further 10,000 to 50,000 baht per day while the breach continues. The court also orders the shareholding or business unwound, and since 2026 the DBD checks the source of Thai shareholders’ funds at registration.
Voir aussi : Foreign Business Licence, BOI, Traité d'amitié, Candidat, the Foreign Business Act guide ET créer une entreprise en Thaïlande en tant qu'étranger.
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