A Ukrainian entrepreneur can establish a wholly foreign-owned company in Thailand where the chosen activity and applicable authorization regime allow it. Selecting a structure requires separate consideration of permitted ownership, the right to carry out specific operations, and eligibility for investment incentives. Promotion by the Board of Investment (BOI) helps qualifying projects proceed. Still, its suitability depends on what the company will actually do in Thailand and which obligations it is prepared to meet.

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When full foreign ownership is possible

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The starting point is the Foreign Business Act B.E. 2542 (1999). For this Act, a Thai legal entity may qualify as foreign, including where foreigners hold at least half its capital. Incorporation in Thailand therefore does not remove the restrictions applicable to foreign businesses. At the same time, the Act does not impose a universal requirement to transfer 51% of every company to Thai partners.

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The legal outcome depends on the business activity. The Act contains three lists of restricted activities: List One activities are generally closed to foreigners, while Lists Two and Three are subject to the relevant permission regimes and exceptions. You should also check special sectoral legislation and current subordinate regulations. Even where the Foreign Business Act does not require a separate permission, sector-specific ownership, licensing or operational requirements may remain.

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The practical review should begin with the actual operations. A company may develop software, sell imported goods, provide consulting services or combine several activities. Each should be classified separately. Having customers abroad does not by itself establish that services actually provided from Thailand are exempt from the relevant restrictions. The descriptions in the company’s constitutional documents should match its actual operating model.

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What BOI investment promotion provides

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BOI promotes a specific investment project with defined activities and conditions. Foreign investors may retain 100% equity in qualifying projects. Under BOI criteria, projects involving activities in Lists Two and Three of the Foreign Business Act are not subject to general foreign equity restrictions unless other legislation provides otherwise; BOI may also impose limits for particular categories. Therefore, confirm eligibility for 100% foreign ownership for the selected project.

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The package may include tax and non-tax rights, such as corporate income tax exemption within defined limits, customs duty incentives, permission to bring in foreign specialists through the relevant procedure, and other statutory benefits. The package depends on the project category and promotion certificate conditions. BOI promotion does not automatically exempt a company from all taxes, and being a shareholder does not, by itself, authorize a foreign national to work in Thailand.

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Assess the choice against the project’s economics. Compare available benefits with the costs of local staffing, operations, accounting, and compliance with promotion conditions. For a business planning to develop its Thai operations, these commitments may align with its commercial objectives. If the company needs only a small sales function or a role representing group interests, it should first examine other available regimes.

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When BOI suits a digital business

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Ukrainian technology companies should review Category 8.1.1 for developing software, digital platforms, or digital content, and Category 8.1.2 for modifying them. These are different promotion categories. Current BOI materials place Category 8.1.2 in Group B without corporate income tax exemption. This illustrates why eligibility for promotion and entitlement to a tax exemption should be assessed separately.

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Qualifying digital projects must meet a threshold of at least THB 1.5 million per year, calculated under the prescribed rules by reference to salary expenses for Thai IT personnel. This includes additional employment after the promotion application and qualifying temporarily employed personnel. The amount is a project criterion; it should not automatically be treated as a universal registered capital requirement for every foreign-owned company.

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For example, a Ukrainian team plans to develop new platform modules in Thailand and hire local developers. It would be appropriate to assess eligibility for the BOI digital categories, describe the team’s functions, and identify the planned development outputs. Where the Thai company merely sells a product developed entirely abroad, its actual operations require a separate assessment. Using software in a business does not itself establish eligibility for a software development category.

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The BOI certificate and permission to operate

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The process requires a distinction between the BOI investment promotion certificate and the Foreign Business Certificate (FBC). The former establishes project promotion and its conditions. The latter is issued by the Department of Business Development (DBD) under the relevant legal basis. Section 12 of the Foreign Business Act provides this mechanism for BOI-promoted foreign businesses involving List Two or List Three activities.

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Following investment approval, the appropriate corporate steps must therefore be completed, the promotion certificate obtained and, where required, an FBC secured for the relevant activity. Incorporation may take place before or during preparation of the investment project, but it should not be equated with completion of every operational permission. The sequence should follow the conditions of the specific application and BOI decision.

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Promotion for one activity does not automatically cover every future company operation. For example, software development may later be accompanied by equipment trading or payment services. Before launching such an activity, the company should check its separate authorization regime, consistency with corporate documents, and whether a project amendment needs approval. Banking, tax registration and arrangements for foreign personnel also require separate attention.

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Alternatives to investment promotion

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The first route is an activity to which foreign ownership restrictions do not apply. This may include a particular manufacturing model, provided it falls outside the relevant restrictions and special sectoral rules. Subject to proper classification, the business may operate with 100% foreign ownership without BOI promotion. A mixed model also requires review of trading, maintenance, and other ancillary operations.

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The second route is a Foreign Business License (FBL). For relevant List Three activities, this allows an application for permission without BOI investment promotion. The review assesses the business, including its contribution to the economy, employment, and technology transfer. Section 14 of the Foreign Business Act sets a baseline minimum capital requirement of at least THB 3 million for each business activity requiring permission. You must calculate the specific requirements for the chosen model.

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Some projects may use special legal bases, including an applicable Industrial Estate Authority of Thailand (IEAT) regime or international treaty. Availability depends on the activity, project location, and investor status. Establishing a holding company in another jurisdiction requires checking the relevant regime’s conditions. It does not by itself establish eligibility for treaty benefits.

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Opening a branch of a foreign company also requires a Foreign Business Act assessment. The Act covers legal entities incorporated outside Thailand, so changing the organizational form does not remove restrictions on the actual activity. Choosing between a subsidiary and a branch also requires considering the parent company’s liability, contractual model, and funding of local operations.

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Genuine partnerships and nominee structures

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A joint venture with Thai partners may be commercially justified where the partners contribute resources, participate in the business and hold genuine rights. Agree on governance, funding, access to information, and exit arrangements. This involves a different ownership allocation, however, and therefore does not maintain 100% foreign equity.

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Using Thai shareholders as fronts to circumvent restrictions is prohibited by Section 36 of the Foreign Business Act. Documents showing a formal Thai majority do not remedy a structure that conceals the real relationships and is used to violate the law. A shareholders’ agreement should record lawful arrangements between genuine participants. Legal structuring should reflect a permitted operating model and the investment's actual origin.

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Preparing the project for launch

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An initial map of activities and revenue should show what the company creates, where its team works, who its customers are, and what they pay for. This map informs the assessment under the Foreign Business Act, sectoral rules, and potential BOI category. You can then compare costs and timelines for BOI promotion, an FBL, or an unrestricted activity. This approach helps determine the structure before signing the main investment agreements.

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A BOI application should include a description of the product or production process, an investment plan, operational forecasts, team information, and other documents required for the category. A digital project should show which tasks will be carried out in Thailand and how they will be evidenced. The financial plan should account for actual launch, accounting, and staffing costs alongside the formal promotion criteria.

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The launch timetable should cover the full sequence of approvals. This may include review of the investment application, fulfillment of certificate issuance conditions, corporate actions, an FBC or other permissions, bank compliance and personnel arrangements. An existing company should also assess how the new project relates to its current activities. Incorporation is not a universal measure of when the business is ready to begin operating.

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Maintaining rights after approval

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After promotion is granted, the company must comply with its promotion certificate conditions, submit required reports, and demonstrate implementation of the project. Assigning responsibility and maintaining a calendar of key dates helps manage these obligations. Check whether changes to activities, capital, ownership, or other parameters require notification or prior approval.

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Where the company conducts promoted and other activities, its accounting should properly distinguish the relevant income and expenses for incentive purposes. The duration of a particular tax exemption and the conditions governing other rights should be reviewed separately. Under Section 54 of the Investment Promotion Act, failure to meet conditions may result in partial or complete withdrawal of granted rights and benefits. Consequences for the foreign business authorization would also require a separate assessment.

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For a Ukrainian investor, the commercial model determines the starting point. A project involving local development, staffing, and long-term investment should be assessed for BOI eligibility. Other models may be better served by an FBL or an activity permitting wholly foreign-owned operations without investment promotion. The right structure aligns ownership, permitted operations, and financial planning before business begins in Thailand.

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Connect with TUCC

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Stay updated with the latest market insights, legal guides, and networking opportunities within the Thai-Ukrainian business corridor.

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