The Foreign Business Act B.E. 2542 (1999) is a key piece of Thai commercial law that restricts foreigners from operating certain types of business in Thailand without a license. It is more relevant to operating businesses in Thailand than to buying residential property, but the two intersect when foreign buyers use Thai company structures to hold land.
For most foreign property buyers — those buying condos in their own name or villas via leasehold + superficies — the Foreign Business Act is background context, not directly applicable. For buyers considering or operating a Thai-company-holds-land structure, the FBA shapes how the company can lawfully operate.
What the Act does
Three primary functions:
1. Defines “foreigner” for business law purposes. A foreigner under the FBA is a non-Thai natural person, OR a juristic person registered abroad, OR a Thai-registered company with foreign majority shareholding (more than 49% foreign), OR a Thai-registered company controlled by foreigners through other mechanisms (preference shares, voting rights).
2. Restricts foreigner activities. The Act categorizes business activities into three lists:
- List 1 (absolutely prohibited) — activities foreigners cannot do under any structure (limited list: newspapers, broadcasting, rice farming, certain agricultural activities, antique dealing)
- List 2 (requires Cabinet approval) — activities related to national security, culture, agricultural products
- List 3 (requires Foreign Business License) — broad list including most professional services, legal services, accounting, retail with capital under THB 100M, restaurants, tour operations
3. Creates the licensing mechanism. Foreign-majority companies wanting to operate in restricted activities must obtain a Foreign Business License from the Department of Business Development. Approval is discretionary and not routine.
How it intersects with property
The FBA does not regulate property purchase directly — that’s the Land Code (for land) and the Condominium Act (for condos). But the Act becomes relevant when foreign buyers use company structures:
Thai-majority company structure. The 51% Thai / 49% foreign shareholding ratio commonly used for Thai-company-holds-land structures is partly designed to keep the company outside FBA scope. A 51% Thai-owned company is treated as Thai under both the Land Code (can own land) and the FBA (no business restrictions).
The nominee question. If the Thai shareholders are nominees (holding shares on behalf of foreigners without genuine economic interest), the structure is illegal under Land Code Sections 113–114 — separate from the FBA. The 2024–2025 enforcement crackdown (Thai company structures for property ownership — what changed in 2024–2025) has been driven by Land Code prosecution, not FBA prosecution.
BOI-promoted companies. A company promoted by the Board of Investment can operate in some FBA-restricted activities and can hold land for promoted business activities, even with foreign-majority shareholding. The BOI promotion is the main exception to FBA restrictions for foreign-controlled businesses.
What this means for property buyers
For most foreign Phuket property buyers, three rules:
1. Direct foreign condo ownership is outside FBA scope. The Condominium Act governs your purchase; the FBA doesn’t apply.
2. Leasehold + superficies for villas is outside FBA scope. Your registered rights are personal (or held in your name as an individual), not held in a company structure that the FBA would govern.
3. Thai-company-holds-land structures are legal under FBA only if Thai shareholders are genuine. The 49% foreign shareholding cap exists to keep the company outside FBA scope. Crossing into nominee territory is illegal under the Land Code regardless of FBA compliance.
For broader context on company structures: Thai company structures for property ownership — what changed in 2024–2025. For ownership framework: Foreign property ownership in Thailand — what you can and cannot own. For the Condominium Act: Condominium Act of Thailand — the law behind foreign condo ownership.