Can Foreigners Buy a Business in Thailand? Ownership, Licences and Nominee Risks

Foreign buyers can acquire or invest in businesses in Thailand, but the correct structure depends on the buyer, the company, the activity being operated and the assets included in the deal. Buying shares or assets does not by itself confirm that the buyer may legally operate the business.

1. Identify exactly what is being acquired

Confirm whether the proposal is a purchase of company shares, selected business assets, a leasehold operation, a joint venture or another arrangement. The structure affects which liabilities transfer, which contracts and licences remain valid, and what approvals may be required.

2. Check the Foreign Business Act before committing

Thailand’s Foreign Business Act classifies certain activities as restricted or prohibited for foreigners. The result is activity-specific: a structure that is suitable for one business may not be suitable for another. Depending on the facts, a Foreign Business Licence, Foreign Business Certificate, investment promotion, treaty entitlement or a different compliant structure may be required. Obtain Thai legal advice on the actual registered and planned activities before paying a non-refundable deposit.

3. Never use nominee shareholders

A Thai person must not hold shares merely to conceal foreign ownership or allow an unlicensed foreign-controlled business to operate. Nominee arrangements can expose all participants to serious legal consequences. Genuine shareholders should make real investment decisions, fund their shares properly and have the rights and responsibilities recorded in the corporate documents.

4. Verify the company and signing authority

Review current Department of Business Development records, registered capital, shareholder information, directors, company objectives and signing conditions. Check whether the seller owns the shares or assets being offered and whether board, shareholder, lender, landlord or other third-party consent is required.

5. Confirm licences and regulated activities

Restaurants, hotels, alcohol businesses, factories, schools, clinics, travel operations and other regulated activities may need specific approvals. Do not assume that an existing licence automatically transfers to a new owner, company or premises. Confirm the licence holder, expiry date, conditions and transfer or re-application process with the responsible authority.

6. Separate the business from the premises

Business ownership does not automatically provide ownership of land or a right to occupy the premises. Review the title or lease, permitted use, remaining term, assignment rights, landlord consent and registration status where applicable. Foreign land ownership is subject to separate restrictions and should be reviewed independently.

7. Treat immigration and employment permission separately

Owning shares or buying a business does not automatically grant a visa or permission to work in Thailand. The company structure, capital, staffing and role may affect immigration and work-permit eligibility. Check these requirements before relying on the business as the basis for living or working in Thailand.

8. Use conditions that protect the buyer

A written offer or sale agreement should identify the exact assets or shares, price, deposit, due-diligence period, required approvals, warranties, liabilities, completion documents and refund conditions. Independent Thai legal, accounting and tax advisers should review the transaction before completion.

Official starting points

Review the Thai government’s Foreign Business Licence procedure, the official warning on nominee shareholding, and current company information through the Department of Business Development. Requirements can change, so verify the current position for the particular buyer and activity.