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CORPORATE & INVESTMENT LAW
Company Registration, BOI Promotion and Corporate Structuring Under Thai Law

Corporate & Investment Law in Thailand

Professional legal counsel for company registration in Thailand, BOI promotion applications, foreign business license compliance, and corporate transactions.

Anona International and Consultancy Co., Ltd. provides corporate and investment legal services in Thailand for Thai and foreign investors, corporate groups, and cross-border stakeholders. Our practice advises on company registration in Thailand, BOI promotion and compliance, foreign business license (FBL) requirements under the Foreign Business Act, shareholder and joint venture structuring, and strategic corporate transactions.

 

We support clients across the full corporate lifecycle — from market entry and entity formation to governance design, capital structuring, regulatory positioning, and transaction execution. Our advice focuses on enforceability, compliance, integrity, and operational continuity, particularly where corporate structures interface with immigration and work authorization requirements, licensing dependencies, and ongoing tax and reporting obligations.

 

Corporate structuring in Thailand is a legal positioning exercise. It requires disciplined analysis of foreign ownership restrictions, activity classification, capital thresholds, and regulatory expectations, alongside careful documentation control and governance implementation. Accordingly, we structure corporate positions to withstand regulatory scrutiny and to remain legally defensible under pressure, including in dispute scenarios involving shareholders, counterparties, or enforcement authorities.

Corporate and investment activities in Thailand operate within an integrated legal framework governing company formation, foreign ownership, capital structure, taxation, and ongoing regulatory compliance.

Key laws and regulations include:

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• Civil and Commercial Code (company formation, director duties, shareholder rights)
• Foreign Business Act B.E. 2542 (foreign ownership restrictions and licensing)
• Public Limited Companies Act (where applicable)
• Revenue Code (corporate income tax, VAT, and withholding tax obligations)
• BOI Regulations (investment promotion and post-approval conditions)
• Department of Business Development (DBD) procedural regulations

In practice, compliant corporate structuring requires more than citing statutes. It requires structured analysis of:

  • Business activity classification (including restricted business categories)

  • Minimum capital thresholds for foreign-controlled entities

  • Nominee exposure risk and shareholder defensibility

  • Sector-specific licensing regimes and operational approvals

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Corporate structuring also directly affects immigration and work authorization eligibility for foreign directors and employees, as well as tax positioning, reporting obligations, and regulatory audit exposure.

Accordingly, company registration, BOI promotion, and investment structuring should be approached through coordinated legal analysis across corporate, regulatory, tax, and immigration considerations to ensure the resulting structure remains compliant, operationally viable, and defensible under regulatory scrutiny.

Our Corporate & Investment Law practice encompasses the full corporate lifecycle:

1. Company Registration Thailand

Legal structuring and incorporation of Thai limited companies, foreign-controlled entities, representative offices, and branch offices.

This includes capital allocation planning, director structuring, Articles of Association drafting, and post-incorporation compliance.

2. BOI Promotion & Compliance

Advisory on investment promotion under Thailand’s Board of Investment framework, including eligibility assessment, application preparation, and post-approval compliance monitoring.

3. Foreign Business License (FBL)

Legal advisory under the Foreign Business Act, including business classification, FBL applications, and risk mitigation for foreign-controlled structures.

4. Joint Venture & Shareholder Agreements

Drafting and negotiation of shareholder agreements, voting mechanisms, dividend structuring, minority protection provisions, and dispute control clauses.

5. Mergers, Acquisitions & Corporate Transactions

Legal support for share and asset acquisitions, due diligence, SPA drafting, capital restructuring, and transaction risk management.

Corporate structuring must address:

• Foreign ownership restrictions
• Nominee exposure risks
• Minimum capital requirements
• Work permit ratio implications
• VAT and corporate income tax exposure
• BOI compliance conditions

Our firm evaluates these elements prior to execution of filings or transactions.

INTEGRATED LEGAL COORDINATION

Our corporate practice operates in coordination with:

• Real Estate & Property Law
• Immigration & Work Authorization Law
• Regulatory & Financial Compliance
• Litigation & Arbitration

This integration ensures that corporate structures remain compliant and defensible in complex regulatory environments.

Corporate structuring in Thailand requires disciplined legal positioning under multi-layered regulatory frameworks.

Anona International and Consultancy Co., Ltd. provides structured corporate legal services grounded in compliance, enforceability, and strategic risk control.

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