Foreign Investment & Business Law

Introduction to Capital Contributions and Shareholder Loans In Thai companies, funding is not limited to initial share capital. Ongoing financial support is often required, particularly in growth-stage businesses or capital-intensive investments. Foreign investors frequently provide funding through a combination of equity contributions and shareholder loans. While both mechanisms serve to finance the company, they [...]

Introduction to Thai Company Structures for Foreign Investors Foreign investors entering Thailand frequently consider using a Thai company as the primary investment vehicle. While this is often a practical approach, it is also one of the most misunderstood areas of Thai law. A Thai company is not simply a neutral corporate form. Its structure [...]

Frequently Asked Questions It is a situation where the company cannot move forward because disagreement cannot be resolved through the existing governance structure. No. Deadlock is a specific form of dispute where decision-making has become blocked and the company is functionally stuck. Yes. Balanced ownership without a workable [...]

Frequently Asked Questions Director authority refers to the legal power to act on behalf of a company. In practice, yes — unless authority is restricted by governance structure. Directors control operations, while shareholders own the company. Yes, through Articles of Association and shareholder agreements. [...]

Frequently Asked Questions A shareholder dispute is a conflict between investors that begins to affect control, information access, financial position, company decisions, or enforceable rights within a Thai company. It becomes legal risk when the dispute affects resolutions, authority, capital treatment, access to records, dividend position, transfer of value, [...]

Frequently Asked Questions No. A Foreign Business License (FBL) is not a default market entry solution. It is a regulatory pathway that must be evaluated within the broader foreign investment structure, taking into account long-term operational needs and ownership design. Most failures arise from structural misalignment. The licensed activity [...]

Introduction to BOI Investment Promotion The concept of a BOI promoted company is often presented as the most advantageous structure available to foreign investors in Thailand. In certain cases, that is correct. However, the legal and commercial reality is more specific. The Board of Investment (BOI) does not exist to simplify foreign entry in [...]

Frequently Asked Questions No, regulatory control remains in place No, ownership and control must be verified Treaty Qualification Review Before relying on Treaty classification, legal analysis should verify eligibility, business activity alignment, and regulatory exposure under Thai law. REQUEST CONSULTATION Submitting [...]

Understanding the Foreign Business Act Framework Foreign investors entering Thailand often encounter a regulatory system that differs significantly from many Western jurisdictions. Business incorporation alone does not automatically grant the right to operate freely. Instead, foreign participation in the Thai economy is governed by a legal framework that regulates ownership structures, business activities, and [...]

Understanding Nominee Shareholder Structures Foreign investors entering Thailand occasionally encounter proposals suggesting that foreign ownership restrictions can be “solved” through the use of Thai nominee shareholders. These arrangements typically involve Thai individuals holding shares in a company on behalf of a foreign investor in order to present the appearance of Thai ownership. While such [...]