ทนายความ การลงทุน ที่ดีที่สุดใน Thailand

1. About การลงทุน Law in Thailand

Thailand’s investment framework combines specific sector rules with general business and corporate law. The key objective is to regulate foreign and domestic investment while promoting economic growth and ensuring regulatory compliance. The system involves multiple authorities, including the Board of Investment (BOI), the Securities and Exchange Commission (SEC), and the Department of Business Development (DBD).

For foreigners, the Foreign Business Act B.E. 2542 (1999) sets out which activities are reserved for Thai nationals or require government permission. The BOI framework, under the Investment Promotion Act B.E. 2520 (1977), offers incentives for promoted projects and helps streamline approvals. In addition, the Civil and Commercial Code and related statutes govern company formation, contracting, and ownership structures that impact 투자 decisions.

Recent reforms have aimed to digitalize processes and clarify eligibility for incentives. The government has emphasized faster processing for certain promoted projects and improved one-stop services through BOI, while securities and corporate activities remain subject to the SEC and DBD frameworks. Understanding these layers is essential for responsible, compliant investment planning in Thailand.

Key sources for official guidance include the Board of Investment, the Securities and Exchange Commission, and the Department of Business Development. See the cited government resources for current rules, forms, and timelines.

“Investment promotion in Thailand is administered by BOI and supported by Ministry of Commerce guidance on corporate structures and licensing.”

Sources: Board of Investment (BOI) - boi.go.th; Securities and Exchange Commission (SEC) - sec.or.th; Department of Business Development (DBD) - dbd.go.th

2. Why You May Need a Lawyer

Investing in Thailand involves complex cross‑border and local requirements. A qualified attorney helps ensure compliance, structure, and ongoing governance across regulatory regimes.

When applying for investment promotion or sector licensing

A manufacturing project seeking BOI promotion requires a detailed project plan, eligible activity classification, and alignment with incentive criteria. An attorney helps prepare the application, coordinates with authorities, and ensures ongoing compliance for tax holidays or exemptions.

When entering a foreign ownership or land related arrangement

Foreign ownership restrictions on land and certain businesses necessitate careful structuring. A lawyer can advise on ownership vehicles-such as Thai‑registered entities or compliant lease arrangements-and help avoid inadvertent violations of land or business laws.

When planning a cross‑border share transfer or capital increase

Raising funds from foreign investors or issuing new shares in a Thai company triggers securities and corporate law duties. An attorney ensures proper disclosures, regulatory filings with the SEC, and alignment with Thai corporate governance standards.

When negotiating and drafting key contracts

Leases, supply agreements, and joint venture contracts must reflect Thai law and relevant international practices. A lawyer helps tailor contracts to local requirements, minimize risk, and provide enforceable dispute resolution clauses.

When addressing regulatory investigations or disputes

If you face regulatory inquiries from BOI, SEC, or other authorities, legal counsel is essential to manage responses, document preservation, and potential litigation or settlement strategies.

When registering a business or changing corporate structure

Company formation, change of directors, or re‑organization under the Department of Business Development requires precise filings. A lawyer ensures all forms, signatures, and official stamps are properly completed to prevent delays.

3. Local Laws Overview

The Thai investment landscape is shaped by several core laws. Below are two to three primary statutes and their practical implications for investors.

Foreign Business Act B.E. 2542 (1999)

This statute restricts foreigners from engaging in certain business activities unless permission is granted. Some sectors require national control, while others allow operations under ministerial or committee approvals. It remains a foundational tool for determining what foreign investors may or may not do in Thailand.

Key point: Always verify whether your proposed activity is on the restricted list and whether an exemption or license is required before proceeding.

Source references: BOI guidance and SEC/DBD resources that summarize foreign business restrictions and licensing pathways. See SEC Thailand and BOI.

Investment Promotion Act B.E. 2520 (1977)

This Act established the Board of Investment and the framework for investment promotion incentives, including tax privileges and exemptions for promoted activities. It guides which projects may qualify for incentives and how to maintain eligibility over time.

Key point: The BOI awards incentives through Investment Promotion Certificates and related regulations, with ongoing compliance requirements to retain benefits.

Official reference: BOI - Investment Promotion Act and guidelines.

Securities and Exchange Act B.E. 2535 (1992) and Related Regulations

This framework governs the issuance and trading of securities, disclosure obligations, and protections for investors. It governs listed companies, brokerages, and investment funds operating in Thailand.

Key point: For any offering, fundraising, or securities transaction involving Thai investors or markets, expect regulatory filings with the SEC and compliance with disclosure standards.

Official reference: SEC Thailand.

4. Frequently Asked Questions

Use these questions to gauge what you need to know before engaging a lawyer. All questions start with What, How, When, Where, Why, Can, Should, Do, or Is.

What is the Foreign Business Act used for?

The Act controls foreign participation in restricted activities and requires permission for specific sectors. It determines whether a project can be carried out by a foreign entity.

How do I know if my project qualifies for BOI incentives?

BOI assesses promoted activities, location, investment size, and job creation. An official assessment helps confirm eligibility before investment commitments.

When can a foreigner own land in Thailand?

Generally, foreigners cannot own land. Exceptions include long‑term lease arrangements or ownership through Thai‑registered companies meeting specific conditions.

Where do I file for a business registration in Thailand?

Most basic company registrations are filed with the Department of Business Development under the Ministry of Commerce. DBD handles corporate filings and name reservations.

Why is a Share Purchase Agreement important in Thailand?

A Share Purchase Agreement governs the transfer of shares, including conditions precedent, warranties, and post‑closing obligations. It helps avoid post‑closing disputes.

Can a foreign investor participate in a Thai joint venture?

Yes, with appropriate licensing or by meeting Thai ownership requirements in line with the FBA. A lawyer helps structure the JV to comply with Thai rules.

Should I use a Thai company for investment promotions?

Often yes. A Thai company can qualify for BOI incentives and simplify local compliance. An attorney can design the ownership and governance model.

Do I need to engage a Thai lawyer for licensing?

Yes. Thai licensing, permits, and registrations typically require local counsel to navigate language, procedural steps, and document formalities.

Is the BOI the only path to incentives?

No. Other incentives may be available through sector regulations or tax regimes, but BOI is the primary, widely used channel for many promoted projects.

How long does it take to obtain BOI approval?

Processing can range from 2 to 6 months, depending on project complexity and sector. A lawyer helps prepare a complete file to minimize delays.

What is a One Stop Service by BOI?

One Stop Service consolidates several approvals into a single process to reduce timelines and improve coordination for promoted projects.

5. Additional Resources

These official bodies provide authoritative guidance and updates on investment, business registration, and securities regulation in Thailand.

• Board of Investment (BOI) - promotes investment, issues Investment Promotion Certificates, and provides guidance on promoted activities. Website: boi.go.th
• Securities and Exchange Commission (SEC) Thailand - regulates securities markets, licensing of market participants, and investor protections. Website: sec.or.th
• Department of Business Development (DBD) - handles company registrations, corporate records, and business registrations under the Ministry of Commerce. Website: dbd.go.th

6. Next Steps

1. Define your investment objectives and foreign involvement - Clarify sector, location, and whether you will own the business directly or through a Thai entity. Timeline: 1-2 weeks.
2. Identify potential regulatory requirements early - Check if the activity is restricted under the Foreign Business Act and whether BOI incentives apply. Timeline: 1-3 weeks.
3. Consult a Thai investment lawyer to assess structure - Obtain a preliminary risk assessment and recommended corporate form. Timeline: 1 week for initial advice.
4. Prepare a due diligence package - Gather project plans, financial projections, land or lease details, and corporate documents. Timeline: 2-4 weeks.
5. Submit licensing and registration applications - File for any required licenses, BOI promotion, or sector approvals with the relevant authorities. Timeline: 1-6 months depending on approvals.
6. Draft key agreements with local counsel - Share purchase, joint venture, lease, and service agreements tailored to Thai law. Timeline: 2-4 weeks.
7. Set up ongoing compliance and reporting processes - Establish governance, accounting, and regulatory reporting to BOI, SEC, and DBD. Timeline: ongoing with quarterly reviews.