This article provides general information and does not constitute legal advice. Specific advice should be obtained for your circumstances.
In the space of four weeks, Thailand eased licensing for some foreign-owned service businesses and tightened scrutiny of nominee shareholdings. It looks contradictory. It isn’t. Together, the changes draw a clearer line between structures the state welcomes and those it will pursue.
At a glance
- Since 28 August 2026, specified service activities – including administrative, HR and IT management services provided to qualifying affiliates – no longer need a Foreign Business Licence.
- Since 1 August 2026, company registrations and amendments involving foreign shareholders or foreign authorised directors face tougher evidence checks on Thai shareholders.
- Since 28 August 2026, a new standing procedure allows foreigners convicted of offences such as operating a business illegally to be referred for deportation.
Track one: fewer licences for genuine group services
Two ministerial regulations issued under section 46 of the Foreign Business Act B.E. 2542 (1999) were published in the Royal Gazette and took effect on 28 August 2026. They remove the licensing requirement for a defined set of activities that previously fell under List Three – the catch-all categories for service and agency businesses.
The change most foreign groups will notice is the treatment of intra-group services. A foreign-owned Thai company may now provide administrative management, human resources management and IT management services to related companies without first obtaining a licence, provided the relationship criteria in the regulation are met. Other exempted activities include treasury centre operations, Type 1 telecommunications services without the operator’s own network, and certain securities and derivatives activities.
An exemption from the licence is not an exemption from the law. Sector regulators – the SEC, the Bank of Thailand, the NBTC – still have their say.
For regional headquarters and shared-service centres, this can remove months of approval time. But the criteria are specific, and each activity should be checked against the text of the regulation rather than assumed to qualify.
Track two: proving the Thai money is real
On the other side of the ledger, the Department of Business Development (DBD) issued Registrar Order No. 2/2569, effective 1 August 2026. It applies where foreigners hold less than half of a company, or where a foreigner is appointed as an authorised director with no foreign shareholder, both on incorporation and on amendments that bring in or increase foreign participation.
In those cases the Thai shareholders must show, with bank statements, that the share capital they claim to have paid really came from them, and confirm that they are not holding shares for a foreign principal. Applications filed before 1 August continue under the old rules. The DBD has said it will step up inspections in areas it considers high-risk.
The stakes are real. Acting as, or using, a nominee is an offence under section 36 of the Foreign Business Act, punishable by up to three years’ imprisonment, a fine of THB 100,000 to THB 1 million, or both.
Track three: a direct line to immigration
The Regulation of the Office of the Prime Minister on Deportation B.E. 2569, in force from 28 August 2026, closes the loop. It sets out, for the first time, a standing procedure for referring foreign nationals for deportation, including those convicted of illegal business operation, illegal work or document forgery. The Department of Corrections must notify the Interior Ministry 50 days before releasing an affected foreign inmate.
The message for foreign investors is consistent: legitimate structures are getting easier; disguised ones are getting riskier, and the consequences now reach beyond fines.
What to do now
- Map your Thai entity’s activities against the new exemptions before applying for, or renewing, a Foreign Business Licence or Certificate.
- Before any registration or shareholder change, check that every Thai shareholder’s capital contribution has a clear bank trail.
- Review any legacy structure that relies on passive Thai shareholders, and consider lawful alternatives such as BOI promotion, a licence, or treaty-based rights where available.
Speak with our legal team
SBC advises foreign investors on Foreign Business Act licensing and exemptions, shareholder structuring, BOI promotion and related immigration matters. To discuss how these changes affect your business, get in touch.
Discuss this topicLegal references
- Ministerial Regulation Prescribing Service Businesses Not Requiring Permission for Foreign Business Operations (No. 5) B.E. 2569 – Royal Gazette Vol. 143, Part 51 Kor, 28 August 2026
- Central Partnership and Company Registration Office Order No. 2/2569 – Royal Gazette Vol. 143, Special Part 182 Ngor, 27 July 2026
- Regulation of the Office of the Prime Minister on Deportation B.E. 2569 – Royal Gazette Vol. 143, Special Part 205 Ngor, 27 August 2026
- Foreign Business Act B.E. 2542 (1999), sections 36 and 46
Legal information in this article is general and is not legal advice. It reflects publicly reported developments as at October 2026; please confirm the position against the official Thai texts and seek advice on your specific circumstances.
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