Foreign Business Law in Thailand

By: Wjaegel
With highly sophisticated infrastructure and free enterprise economy, Thailand - officially the Kingdom of Thailand - attracts many foreigners to set up and conduct innovative businesses. However, in order to invest or conduct a business in Thailand, a foreign investor is required to comply with certain laws and regulations. Al though they are sometimes complicated, these regulations are straightforward and not problematic.

The laws regarding foreign business laws in Thailand are governed by the Foreign Business Act, B.E. 2542. In other words, the Foreign Business Act 1999 (FBA) is the most significant law that oversees major foreign-owned businesses in the country. Published on December 4, 1999 in the Royal Government and came into existence with effect from March 3, 2000, this Act actually replaced the Alien Business Law, otherwise known as the National Executive Council No. 281, which was enacted in 1972.

The Foreign Business Act 1999 has been developed to provide the country with a modern as well as effective legal framework that enables foreign investors to invest in large scale. According to the Foreign Business Act, a company is regarded foreign, if it complies with following regulations such as:

- The entity not being registered in the country
- A registered or a limited partnership entity with non Thai managing partner
- Al though the entity is incorporated in the country, foreign shareholding is half or more than half of the overall shares of the company
- Over half of the firm's capital fund is derived from a person who is not of a Thai nationality

As per the Foreign Business Act, the businesses have been categorized into three categories, such as Category A, Category B, and Category C. Under the Category C, foreign individuals are completely restricted from starting certain business for some special reasons, and some of them are newspaper publication as well as television or radio business firms, livestock business, wood processing business, business in connection with the Thai herbs, trading of antique or any items of historical significance, manufacturing of the images of Lord Buddha, and land business.

As in the case of the Category A, the Category B also prohibits foreigners from investing in certain types of businesses. Among these businesses are businesses that may affect the safety as well as security of the national, such as, manufacture and sales of items like gun powder and explosive items; businesses that may affect the art and culture of the country like manufacture of wood items, manufacturing of earthenware items, silkworm rearing, orchard farming, and laundry services; and businesses that may affect natural resources of the country, such as, manufacture of sugar from sugarcane, mining of rock salt, and processing wood to build furniture as well as utensils. However, such businesses may be conducted if the entity can gain the approval of the Board of Investment.

When comes to the Category C, it allows foreign firms to invest in certain types of businesses, provided they get approval from the Committee. Included in this category are farming of rice as well as production of flour, business in connection with fishery and forestry matters, mining, manufacture of glass containers and crockery, lime production, accounting and legal service businesses, and architecture and engineering related businesses.

A foreigner interested in investing as well as conducting any of the business specified in the Category C is required to submit an application with the Department of Commercial Registration in order to receive a license, namely, Alien Business License, before starting any business activity in the country. This license would be valid for a stipulated time period, and would be further subject to certain conditions.

However, for a foreigner or an alien company to apply for Alien Business License, the Ministerial Regulations, as per the Section 8 of the Law, has put forward certain conditions, of which some of them are the overall debt in connection with the financing of the business should not exceed seven times the capital possessed by the proprietors, partners, and shareholders of the business; money brought from abroad should not be less than the amount that has been declared as capital investment for the business in Thailand; and the number of Thai as well as alien directors must be in accordance with the capital held.

A plethora of law firms and other related service providers are in the scenario to help foreigners in dealing with complicated laws in connection with the foreign business registrations.
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