Key Takeaways
- Every sector below sits on one of the Foreign Business Act’s three lists, and that placement decides everything else: List 1 closed to foreigners, List 2 needs Ministerial approval, List 3 needs the Director-General’s.1
- Food and beverage keeps its 49 percent cap with a Foreign Business Licence required above it, and nothing has changed there. Retail, tourism and hospitality are commonly described the same way, but this registry could not confirm the exact figures usually quoted for them, so we say so plainly rather than guess.
- No current BOI activity category fits a wellness or spa business at SME scale. Two research passes went looking for one and found nothing that matches.
- The Ministry of Commerce’s plan to inspect 46,918 entities names restaurants, e-commerce, hotels and resorts among its targets. If you are in one of those, you are inside a live enforcement programme, not a hypothetical one.
In Detail
Retail and market trading
Retail sits inside the same Foreign Business Act structure as every other restricted activity: List 1 is closed outright, List 2 needs Ministerial approval, List 3 needs the Director-General’s, and outside an exemption a company counts as foreign once foreign shareholding passes 49 percent.1 That general test is what governs a retail operation.
Which specific list retail sits on, and whether a distinct minimum-capital carve-out attaches to it the way one does for some other List 3 activities, is not something this registry settles. We looked for a current row establishing either figure and did not find one. If you have seen a specific capital-per-store number quoted for retail elsewhere, treat it as unverified until a Thai lawyer confirms it against the current list text, not against this guide.
The reserved-occupations list separately closes shop-floor selling and peddling to a foreign worker, regardless of who owns the company. That is a different rule from the ownership question above, and it is reserved occupations’s subject.
Food and beverage, restaurants and bars
Restaurants, bars and food and beverage outlets keep the standard 49 percent cap. A Foreign Business Licence is required to go beyond it, and no change was identified to this position through 2026.23 These categories were not among those put forward for delisting under the pending Foreign Business Act reform package described in the beneficial ownership question, which remains stuck at Council of State review.23
What changed is not the ownership rule. It is who is checking it. Restaurants are named specifically in the Ministry of Commerce’s inspection plan, covered below.
Tourism, guesthouses and hospitality
Hotels, resorts and guesthouses fall under the same general Foreign Business Act test as any other restricted business, and hospitality is one of the sectors the Ministry of Commerce has named for active inspection.23
The specific ownership ceiling or licensing threshold that applies to hotel and guesthouse operation itself, distinct from the general 49 percent test, is not established in this registry. We did not find a row confirming it, so we are not printing a number that might be wrong. Confirm the current position with a Thai lawyer before you commit capital to a structure.
Education, private and international schools
Private and international schools keep the same split as most services activities under this Act: 49 percent without BOI promotion, up to 100 percent with it. No change was identified in either direction.4
A separate Ministry of Education policy reaffirmed, from the 2025 academic year, that all schools must accept foreign students regardless of nationality or status.4 That is an enrolment rule, not an ownership rule, and it does not touch the 49/100 split above.
Wellness, spa and massage
Beauty, spa and wellness services became a contract-controlled business under a Contract Committee notification issued 26 September 2025, with compliance required from 24 January 2026. That deadline has passed. Operating one now means a prescribed standard-form Thai-language contract covering pricing, refunds, cancellation terms and a cooling-off period.56
Ownership follows the same general Foreign Business Act test as the rest of this chapter, and we did not find a registry row settling which list a spa business itself sits on. What is settled is who can physically deliver the service: Thai traditional massage and hairdressing and beauty services sit on List 1 of the reserved occupations, closed outright to a foreign worker regardless of who owns the company.7 The full list is reserved occupations.
There is no current BOI activity category sized for a wellness or spa business at SME scale. We looked twice, once in the original research pass and again in a targeted retry, and found nothing closer than hospitals, retirement homes and long-stay lodging-and-healthcare businesses, all built for a different scale of investor, and even that document is confirmed likely to be a superseded version of the activity list. If you are running a spa or wellness studio, BOI promotion is not the lever available to you.
Software and digital services
Software and digital services fall under the general 49 percent test like any other service activity, but BOI promotion offers a real route past it. The current activity codes are 8.1.1 for developing software or a digital platform and 8.1.2 for improving or modifying one.8 Treat those numbers as perishable. This is already a third numbering generation for the same underlying activity since 2021, and BOI’s own FAQ pages have been caught still showing a superseded code well after a change took effect. Re-verify directly against boi.go.th before you file anything. BOI promotion covers the full mechanism, the qualifying test, and this same standing warning in more detail.
Events, MICE and production
No dedicated new MICE-sector regulation was identified beyond the general visa-exemption changes covered elsewhere in this guide. The TR-MICE visa for TCEB-endorsed events remains available on its existing terms.9
What is and is not restricted for an events or production company itself, as distinct from the visa route into an event, is not something this registry settles at the level of a specific Foreign Business Act list entry. Apply the same general framework as the rest of this chapter, the 49 percent test and the three-list structure, until you have confirmed your specific activity’s classification with a Thai lawyer.
BOI does offer incentives for convention halls and international exhibition centres, but at a scale built for developers, not organisers: a minimum 4,000 square metres of floor space for a convention hall, 25,000 square metres of indoor space for an exhibition centre. That is not a fit for a 5-to-50-person events business.10
Professional services and consulting
Professional and consulting services carry none of the sector-specific licences elsewhere in this chapter: no per-store capital ceiling, no beauty-industry contract rule. The general 49 percent test applies, and the route past it for a genuine back-office or advisory operation is BOI’s Trade and Investment Support Office, TISO, currently activity code 10.1.1.11 TISO qualifies on spending, not capital: a minimum of THB 10 million a year in sales and administrative expenses, and no corporate income tax exemption, since it sits in BOI’s Group B.8 BOI promotion covers TISO in full.
Two professions are worth flagging on their own. Accounting, engineering and architecture sit on the reserved occupations’ List 2, open to a foreigner only under an international agreement such as an ASEAN mutual recognition arrangement, a different rule from anything the Foreign Business Act says about the company itself.7 reserved occupations has the complete list.
The inspection programme that touches most of the sectors above
Underneath the sector-by-sector rules sits one enforcement fact that applies regardless of which list you are on. The Ministry of Commerce announced a plan, in April 2025 and rolling out from that year, to inspect 46,918 business entities across tourism-adjacent sectors: restaurants, e-commerce, hotels and resorts, real estate, transport and warehousing, agriculture, and construction.23
Food and beverage and tourism and hospitality sit directly inside that list. E-commerce, adjacent to retail, does too. Education, wellness, software, events and professional services do not appear in the reported scope. The wider nominee-enforcement context behind this programme, the raids and the penalties, is the beneficial ownership question.
**Retail's specific list placement and any per-store capital carve-out** could not be confirmed against a current, citable source in this registry. Do not treat a widely quoted figure for retail as settled until your Thai lawyer has checked it against the current list text.
**The equivalent ownership or licensing threshold for hotels and guesthouses** is in the same position. We found the general Foreign Business Act framework applies, but no row settling a hospitality-specific figure distinct from that general test.
**An events or production company's exact Foreign Business Act classification** was not confirmed at the level of a specific list entry, only the general framework that applies to any restricted service business.
**The BOI thresholds for training institutes, hospitals, retirement homes, convention halls, exhibition centres and amusement parks** all come from a single BOI document confirmed likely superseded. Treat them as indicative of the category type, not as current figures to plan around.
What this means for you
”Restricted” is not one answer across Thai business. It is a per-activity lookup, and the answer changes the licence, the ownership ceiling, and whether BOI even has a lever to pull for you. Retail, tourism and food and beverage carry the clearest paper trail and the closest enforcement attention right now. Wellness has no BOI shortcut at all. Software’s shortcut exists, but the door number keeps changing.
Find your sector above, then verify the specific figure against a current source before you build a structure around it. A number this guide could not confirm is not a number you should build on either.
Before you build a structure around your sector
- Have you found your specific activity’s Foreign Business Act list entry, not just the general 49 percent rule that applies to all of them?
- If you are in food and beverage, tourism, hospitality, or retail’s e-commerce arm, have you accounted for sitting inside the Ministry of Commerce’s active inspection programme?
- If you are in wellness or spa, have you priced the standard-form Thai-language contract that became compulsory on 24 January 2026, and accepted that BOI promotion will not rescue the structure?
- If you are in software, have you re-verified your activity code against boi.go.th today, not against whatever a consultant quoted you last year?
- Does your own role, or the role of anyone you plan to hire, brush up against a reserved occupation? reserved occupations has the full list.
- Where your sector’s exact ownership ceiling was not confirmable in this guide, have you got a written answer from a Thai lawyer before you sign anything?
This article is one of twenty-four chapters. The complete guide adds six working tools: a registered-capital worksheet, an annual compliance calendar, an incorporation document checklist, a partner due-diligence checklist, a setup cost and timeline comparison, and a decision tree for choosing your structure.
Sources
11 sources for this article, 4 of them primary. Where we could not verify something, the article says so rather than estimating.
- Thailand Board of Investment (primary), www.boi.go.th
- ASEAN Briefing, www.aseanbriefing.com
- Nagashima Ohno & Tsunematsu, www.nagashima.com
- AIA Group, www.aiaig.com
- Tilleke & Gibbins, www.tilleke.com
- Nishimura & Asahi, www.nishimura.com
- Khaosod English, www.khaosodenglish.com
- Thailand Board of Investment (primary), www.boi.go.th
- Thailand International Cooperation Agency, form.tica.or.th
- Thailand Board of Investment (primary), www.boi.go.th
- Thailand Board of Investment (primary), www.boi.go.th
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.