Can a Singapore company own a business in Thailand?

Key Takeaways

• ”Foreign” under the Act is a test of who owns the shares, not where the company is managed from or who runs it. A Singapore-owned company is treated the same as a company owned from anywhere else.
• The Act restricts specific named categories of business, not business in general. A lot of ordinary SME activity is not named in any of the three lists, so the ownership question never comes up for it.
• Where your activity is restricted, there are three routes to majority or full foreign ownership: a Foreign Business Licence (read more), BOI promotion (read more), or confirming your activity was never restricted to begin with.
• The amendment you may have read about is not law. Cabinet approved it in principle on 12 May 2026 and it is still sitting at the Council of State. Two much narrower regulations did take effect, on 28 August 2026.

In Detail

What the Act is actually testing

The Foreign Business Act B.E. 2542 defines a “foreigner” as, among other things, a juristic person not registered in Thailand.¹ That is a definition about registration and shareholding, not about passports. A Singapore Pte Ltd counts as foreign for the same reason a company registered anywhere else outside Thailand does: it is not a Thai-registered entity, and any shares it holds in a Thai company count toward the foreign side of the ownership test.

A Thai limited company itself is only classed as “foreign” once foreign shareholding reaches 50 percent. There is no ceiling on foreign shareholding under the Civil and Commercial Code itself, and a foreign entity, including a Singapore one, can hold shares in a Thai company directly.¹ The Foreign Business Act is what puts a ceiling on that, and only for the activities it names.

Three lists, and what each one means

The Act sets out three lists of restricted business, annexed to the Act itself. List One is closed to foreign operation entirely, with no licence able to open it. List Two needs Ministerial approval. List Three needs approval from the Director-General of the Department of Business Development.¹

Our source registry does not give us a named, primary-sourced example of a specific List One or List Two activity to quote here, so we are not going to invent one. What we can say with a source behind it: restaurants, bars and other food and beverage outlets carry a 49 percent foreign ownership cap with a licence required above it, unchanged in the 2026 reform round.²³ Private and international schools sit in a similar position: 49 percent without BOI promotion, up to 100 percent with it.⁴ Most other services activities relevant to a Singapore SME, including the ones BOI promotes such as TISO, software development and IBC-style shared services, carry no BOI-imposed equity cap once promoted, unless the Board attaches one to that specific activity.⁵

Why the question often does not even arise

Because the Act only restricts what it names, an activity sitting outside all three lists is not touched by its ownership test at all. A Singapore company can hold 100 percent of a Thai company doing that activity, and the 49 percent conversation this chapter is named after never starts.

Say this early, because a lot of Singapore SME owners arrive assuming the opposite: that every business in Thailand needs a Thai partner. Check your specific activity against the lists before you assume you need one.

The capital floor, whichever route you take

Section 14 of the Act sets minimum capital for a foreigner commencing business under it: at least THB 2 million generally, rising to at least THB 3 million for each business that requires a Foreign Business Licence.¹

Three routes to majority or full ownership

If your activity sits on List Two or List Three, three routes get you to majority or full foreign ownership. First, a Foreign Business Licence, granted by the Director-General for List Three activities or the Minister for List Two. That is the Foreign Business Licence, and it is not a rubber stamp. Second, BOI promotion, which exempts a promoted company from most of the Act under Section 12.¹ That is BOI promotion. Third, confirm the activity was never restricted to begin with, which is the case above.

What is not a route: finding a Thai shareholder to hold 51 percent on paper while you run and fund the company yourself. That is a nominee arrangement, it is a criminal offence, and it is covered in the beneficial ownership question, not here.

Two things that will not help a Singapore company

The Treaty of Amity is the one you will hear about constantly. Its actual name is the Treaty of Amity and Economic Relations Between the Kingdom of Thailand and the United States of America, signed at Bangkok on 29 May 1966. Read the text itself rather than a summary of it: Article I and Article II define “nationals” and “companies” only “of either Party,” meaning Thailand and the United States.⁶ No other country is a party to it. It gives national treatment, and exemption from most Foreign Business Act restrictions, to US citizens and to US-incorporated or Thai-incorporated companies that are majority US-owned, commonly at least 51 percent of shares and voting shares held by US nationals with a majority of directors also American.⁷ A Singapore-incorporated or Singapore-majority-owned company is not a party to this treaty under any reading of it. It gets nothing from the Treaty of Amity. If someone tells you otherwise, they are describing a benefit that exists for a different nationality of investor.

The ASEAN Framework Agreement on Services works differently, and is easier to overstate. AFAS liberalises trade in services among ASEAN states through schedules of commitments that each member state lodges sector by sector. It is not a general right: it only applies where Thailand has actually scheduled a commitment for your specific sub-sector and mode of supply, and each schedule can carry its own conditions or equity ceilings.⁸ Outside a scheduled commitment, the ordinary Foreign Business Act limits, commonly the 49 percent cap on List Two and List Three activities, apply in full to a Singapore investor exactly as they would to any other non-treaty foreign investor.⁸ One more thing worth knowing if you go looking for AFAS yourself: it has been superseded as the current ASEAN services instrument by the ASEAN Trade in Services Agreement, which entered into force on 5 April 2021 and moved to a negative-list approach, liberalising services by default except where a member state files a reservation.⁹ We could not confirm Thailand’s current reservation list under that agreement in this pass, but the bottom line for a Singapore investor is unchanged either way: no scheduled commitment or unreserved sector, no right above the Act’s ordinary caps.

What changed in 2026, and what has not

Cabinet approved a Foreign Business Act amendment in principle on 12 May 2026, covering a package of liberalised categories. It is still under review at the Council of State. It has not been gazetted and it is not law.¹⁰¹¹ A great deal of published content already writes about it as though it were in force. It is not.

Separately, and on a much smaller scale, two Ministerial Regulations under the Act were gazetted on 28 August 2026: one covering broker and agent businesses that no longer need a licence, and one a fifth amendment to the list of exempt services.¹² These are narrower than the pending amendment, and they are the only part of the 2026 reform conversation that is actually in force right now.

What this means for you

Before you plan around needing a Thai partner, check whether your actual activity is named in the lists at all. If it is not, the ownership question in the rest of this Part may not apply to your specific case, though the capital floor and general company-law rules still do. If it is, BOI promotion and the Foreign Business Licence cover the two real routes, and the beneficial ownership question covers what you now have to be able to prove about any Thai partner you do bring in.

Before you assume you need a Thai partner

• Have you actually checked your specific activity against FBA Lists One, Two and Three, rather than assuming every service business needs a Thai majority?
• If it is listed, is it List One, which no licence can fix, or List Two or Three, where a licence or BOI promotion is a real option?
• Have you priced BOI promotion, read more, before defaulting to a Foreign Business Licence, read more? The two suit different businesses.
• Do you have the Section 14 capital ready: THB 2 million generally, or THB 3 million for each business needing a licence?
• Has anyone told you the Treaty of Amity or the ASEAN Framework Agreement on Services solves this for you? The Treaty is bilateral to the United States only, and AFAS only reaches sectors Thailand has actually scheduled. Neither gives a Singapore company a right above the Act’s ordinary caps.
• Has anyone told you the 2026 amendment already passed? It has not. Check the Royal Gazette, not a news article, before you rely on it.

Sources

12 sources for this article, 3 of them primary. Where we could not verify something, the article says so rather than estimating.

1. Thailand Board of Investment (primary), www.boi.go.th
2. ASEAN Briefing, www.aseanbriefing.com
3. Nagashima Ohno & Tsunematsu, www.nagashima.com
4. AIA Group, www.aiaig.com
5. BOI One Start One Stop (primary), osos.boi.go.th
6. Department of Trade Negotiations (primary), www.dtn.go.th
7. U.S. Embassy Thailand, th.usembassy.gov
8. Clifford Chance, www.cliffordchance.com
9. ASEAN, asean.org
10. ASEAN Briefing, www.aseanbriefing.com
11. One Asia Lawyers, oneasia.legal
12. LawPlus, www.lawplusltd.com

This article is general information about doing business in Thailand and is not legal, tax, or financial advice. Every figure is cited with its source and its date. Thai regulation is changing quickly and rules current at publication may change without notice. Confirm anything you intend to act on with qualified Thai counsel.