Most foreigners setting up a business in Thailand default to a Thai limited company with a Thai partner holding 51%. If your company qualifies for BOI promotion, it can be fully foreign owned and pay no corporate tax for years. Here’s how the two compare, and how to tell which one you actually need.
There’s one thing we want to get straight before anything else. A BOI company isn’t a different kind of legal entity.
It’s a Thai limited company, registered the same way under the Civil and Commercial Code. The difference is that it holds a promotion certificate from the Board of Investment that gives you extra perks.
We walk through what BOI promotion actually is in our main BOI guide. Here we’re focused on one question: does your business need it, or is a regular Thai company the simpler and cheaper choice?
That choice shapes who can own the business, how much tax it pays, how much capital you need, and how easily you can bring in foreign staff.
Key Takeaways
- A BOI company is a Thai limited company that holds a BOI promotion certificate. It isn’t a separate entity type.
- A regular Thai company counts as foreign if non-Thais hold half or more of the shares, which is why most end up 49% foreign, 51% Thai.
- A BOI company can be majority or fully foreign owned, but only for an activity the Board approves for that purpose. It isn’t automatic.
- A regular company pays the standard 20% corporate income tax. A promoted BOI activity can be exempt for 3 to 13 years, depending on its activity group.
- Sponsoring a foreign work permit through a regular company needs THB2,000,000 in paid-up capital and 4 Thai staff per foreign hire. BOI companies bypass that ratio.
- A BOI project needs at least THB1,000,000 in investment, separate from the work-permit capital rule.
- Using Thai nominees to fake a 51% shareholding is a criminal offense, not a shortcut.
- If your activity isn’t eligible for BOI promotion, a regular Thai company is still the right structure.
The Two Structures, Side by Side
Here’s a quick comparison of the two structures.
| Category | BOI company | Regular Thai company |
|---|---|---|
| Foreign Ownership | Up to 100% foreign, if the Board approves it for your activity | Capped at 49% foreign for most activities, unless a Thai partner holds real equity |
| Tax | Corporate income tax exempt for 3 to 13 years on the promoted activity | Standard 20% corporate income tax |
| Capital | At least THB1,000,000 per project, excluding land and working capital | No fixed minimum, but THB2,000,000 per foreign work permit and THB3,000,000 per restricted activity |
| Work permits | No 4:1 Thai-to-foreign staff ratio; handled through the One Stop Service Center | 4 Thai staff per foreign hire, on top of the capital requirement |
A Regular Thai Limited Company
A regular Thai limited company is the standard private company almost every business in Thailand uses. It’s quick to register and works for nearly any activity. But there are two main drawbacks for foreign investors in Thailand:
- Foreign ownership is capped at 49%.
- The requirement of THB2,000,000 in paid-up capital and 4 Thai staff per foreign hire makes it hard to hire a foreign employee.
To stay under the 50% line, most foreigners cap their own holding at 49% and bring in Thai shareholders for the rest. That’s legal, as long as the Thai shareholders are genuine investors with real money and a real say in the company.
However, in the business forums, we see plenty of foreigners who took this route by default rather than by choice, then later found out their “51% partner” was a nominee with no real stake, which put the whole company at risk. We cover why that happens and how to avoid it in our nominee shareholding guide.
The short version: a Thai nominee arrangement is a criminal offense under the Foreign Business Act, for the nominee and the foreigner both. There’s also a major crackdown underway: since late 2025 the Department of Business Development, the DSI, and the anti-money-laundering office have run a coordinated campaign against nominee arrangements. Per DBD figures reported in the Thai press, around 47,000 companies have been flagged for nominee screening and roughly 850 referred for legal action, with tourism and real estate the priority sectors. Don’t do it.
A BOI Company
A BOI company is the same Thai limited company, with one addition: the Board of Investment has granted it a promotion certificate for a specific activity. The certificate exempts that activity from the Foreign Business Act while the promotion lasts, and lets the Board set the shareholding, which is how a foreigner can legally hold up to 100%.
That word “specific” matters. BOI doesn’t promote companies in general; it promotes eligible activities from its published list, like software development, manufacturing, or regional headquarters.
And full foreign ownership isn’t automatic even then. It’s granted by the Board for the activity you’re promoted for, subject to its approval and conditions.
Treat 100% ownership as something you qualify for, not something every BOI company gets by default.
Good to know: You register a BOI company at the Department of Business Development exactly like any other limited company. The promotion certificate is a separate approval that sits on top of it and governs ownership, tax, and staffing for the promoted activity.
Tax
A regular Thai limited company pays the standard 20% corporate income tax on net profit. A BOI company can pay nothing on profit from its promoted activity, for 3 to 13 years depending on the activity group, plus a further reduction afterward for some projects.
We break down the exemption by activity group, along with the additional incentives for R&D spend and decentralized locations, in our incentives guide.
For a profitable business, this is usually the single biggest reason to go through the BOI process at all.
Good to know: Founders who qualify tell us the tax holiday alone justifies the extra paperwork and reporting, especially once you weigh it against years of 20% corporate tax on a growing profit line.
Capital
The capital rules run in different directions for the two structures.
- A regular Thai limited company has no fixed minimum to register, but if it sponsors a foreigner for a work permit it needs at least THB2,000,000 in paid-up capital per foreign employee, and at least THB3,000,000 per restricted activity if it’s foreign-majority.
- A BOI project needs at least THB1,000,000 in investment, excluding land and working capital (knowledge-based activities use a minimum salary spend instead).
In practice, if you need to work in your own company, the capital you have to put up is at least THB1,000,000 lower than for a normal Thai limited company. We cover both sets of numbers, and how they interact if you need a work permit either way, in our minimum capital guide.
Work Permits and Staff
There are two main benefits here:
- No 4:1 ratio
- The One Stop Service Center
No 4:1 ratio
A regular Thai limited company must keep 4 Thai employees for every foreign worker it sponsors, on top of the THB2,000,000 capital per work permit. For a small foreign-run business, hiring four Thai staff just to justify one foreign hire is often the hardest condition to meet.
A BOI company brings in its foreign experts through the Board instead, under the promotion itself, and skips that 4:1 ratio. This means there’s no fixed limit on how many foreigners you can hire in a BOI-promoted company, as long as you can show the Board of Investment why you need each new foreign employee and how they can share their knowledge with your Thai staff.
One Stop Service Center
Work permits and visas for a BOI company also run through the One Stop Service Center. It comes with several benefits, such as:
- Location: the One Stop Service Center is in the One Bangkok building, right in the center of Bangkok.
- Process: you can apply for both the visa and the work permit on the same day. For a non-BOI company, it’s a two-step process, where you apply for the visa at an immigration center and the work permit at the Ministry of Labour.
When a Regular Thai Company Is Still Right
There are three main situations where BOI promotion might not be the right choice for you.
- Eligibility: you can’t get promotion if your company’s activity isn’t on the BOI promoted list.
- Timeline: a normal company registration can be done in a single day, but getting a BOI promotion generally takes 6 to 10 months and requires approval from several agencies.
- Reporting: on top of tax filings, you have to report your activities to the BOI every quarter to keep your promotion. The report runs to many pages, and you’ll normally need an experienced accountant to file it for you.
Read our guide on how to apply for BOI promotion to find out more.
How to Decide
Work through these questions in order:
- Is your activity on the BOI promoted list? If not, a Thai limited company is your only option.
- Do you need full foreign ownership, or do you have a real Thai partner? With a genuine Thai partner and an unrestricted activity, a Thai limited company may be simplest.
- Will the business be profitable enough that a tax holiday matters? The more profit, the more BOI pays off.
- Do you need to bring in foreign staff? If so, BOI can be the better choice.
- Can you meet the BOI capital and reporting commitments? If your activity qualifies and the numbers work, BOI is usually worth it.
If you’re not sure whether your business qualifies for promotion, you can check in a few minutes, or let us match you with a firm that will give you an honest read before you commit to either route.
Thinking about setting up with BOI?
BOI Connect matches foreign business owners with a vetted firm that handles the whole thing, from company registration to visas, tax, and ongoing compliance.