BOI investment promotion: shareholding, staff and the obligations beyond the certificate
BOI privileges are not only about tax. For many foreign investors, the most valuable are full ownership without a separate foreign business licence, and visas and work permits through the One Stop Service Center. With them comes a set of conditions that must be kept: promotion is granted to a specific approved project, not as a general status for the company.
Published 15 August 2026 · Updated 12 October 2026
Promotion is granted to a project, not a company
Investment promotion is granted under the Investment Promotion Act B.E. 2520 (1977), and it is granted to a specific approved project, not to the company itself. One company can have promoted projects and unpromoted business side by side. That answers almost every question that follows: the privileges extend only as far as the project described in the approval, and anything the company does beyond it carries no privileges and may breach the promotion conditions. Income and expenses of the promoted project and of other business usually have to be accounted for separately; whether that is required, how, and under which rule depends on the approval conditions and the tax rules of the day, and should be checked before the books are set up.
Shareholding: no separate foreign business licence
Under the Foreign Business Act B.E. 2542 (1999), a company in which foreigners hold half or more of the shares is itself a foreigner and may not carry on a listed business without permission. This is the structural obstacle foreign investors meet most often in Thailand. With promotion, and where the conditions for that type of activity do not limit foreign ownership, a separate foreign business licence is ordinarily not needed within the approved project. Instead, the company uses its promotion certificate to obtain a certificate from the Department of Business Development under section 12 of the Foreign Business Act, which the Department must issue within 30 days of notification. Whether full foreign ownership is allowed, and whether Thai shareholding is required, depends on the announcement in force for that activity and on the company's approval conditions, and should be checked case by case. The exemption also stops at the project boundary: a listed business the company carries on outside the approved project still needs its own licence or certificate.
People: the One Stop Service Center, and what it does not change
A promoted company can handle visas and work permits through the BOI's One Stop Service Center. What changes is the channel and the time taken, not the legal requirements. A visa and a work permit are still two matters under different laws, issued by different authorities, and permission to stay is not permission to work. A work permit is still tied to the employer, position and workplace it names, and a change to any of them without amending the permit puts the work outside its conditions. Ninety-day reporting applies as usual. If the permission to stay does not itself allow re-entry, a re-entry permit must be obtained before leaving, or the permission to stay ends on departure; whether one is needed depends on the type of permission held and should be checked case by case.
The general capital and staffing ratio
When a company without promotion applies for a work permit, the Department of Employment looks at paid-up capital and the number of Thai employees together. The general rule is 2 million baht of paid-up capital and four Thai employees for each foreign employee. These figures can change with the rules and with the officials' discretion, so check them before planning staff. BOI-promoted companies follow a different standard. For a project that needs several foreign managers and technicians on site, this is often where the value of promotion lies, rather than on the tax bill.
Tax privileges: why they often come third
The type, scope and length of tax privileges depend on the project's activity type and approval conditions. The number of years has to be confirmed against the announcement in force and the company's own approval, and cannot be stated in general. The more practical reason is that a corporate income tax exemption is only worth something when there is taxable profit (whether import duty is also exempted or reduced depends on the approval conditions and the rules of the day; see below). A new project often has no profit to exempt in its early years, while the obstacles on shareholding and staffing exist from day one. When the only reason to apply is the tax exemption, the question of whether it is worth applying has usually not yet been answered.
What the BOI does not provide
A promotion certificate is not a general licence. It does not replace company registration, tax registration or employer registration with the Social Security Office. It does not exempt the company from sector licences: factory, food and drug or health facility licences are still obtained under their own laws, and are usually attached to the premises rather than the company. It does not exempt the employer from its duties under the Labour Protection Act B.E. 2541 (1998), and it does not change the company's governance or the relations between shareholders under the Civil and Commercial Code. Promotion may separately confer rights to land, exemption from or reduction of import duty on machinery and raw materials, and rights on foreign currency and the remittance of profits. Whether and how far these apply to a given project depends on the activity type, the approval conditions and the rules of the day, and should be checked case by case.
How an application proceeds
First, the project is compared item by item with the list of activities eligible for promotion, the privileges realistically available are assessed, and a decision is made on whether applying is worthwhile. Second, the application is filed with the project details, capacity, production or service process, investment plan and sources of funds, and the investor's profile and financial statements. Third, the project interview: officials and the sub-committee question the substance of the project, and the applicant attends to explain it. The scope of questioning varies with the type of project and should be prepared for before filing. After approval, the resolution must be accepted and the promotion certificate collected within the set time. Finally, start-up: progress must be reported on schedule and operations started, or the privileges may be revoked.
After the certificate: obligations that can cost the privileges
The conditions of promotion are in the approval, not in the application. Common departures include progress reporting and the start-up deadline, the nature of the business and its capacity, the place of operation, the shareholding, and what foreign staff actually do; each can become grounds for revocation if it departs from the approval conditions. Which matters need the BOI's approval in advance, and at what threshold, should be checked before the business decision is made. Most need an application to the BOI beforehand, not a report afterwards. The consequences are not limited to the future either: whether tax privileges already used are clawed back depends on the grounds and basis of revocation, and should be checked as soon as a departure occurs, not when a notice arrives.
Not applying is also an answer
If the project is not on the list of eligible activities, or the size of investment and way of operating are not meant to be kept to the approval conditions over the long term, a certificate under a treaty or free trade agreement, or a structure that does not touch the lists at all, may be faster and simpler. A foreign business licence is not necessarily faster, but for a project unsuited to keeping approval conditions long term it may be the only workable route. The choice between these routes should be made before the company is set up, not after it has been registered and a lease signed. Done in the wrong order, the work usually has to be redone.
What to do before applying
The shareholding, sources of funds and investment plan entered in the application become part of the approval conditions. They should be settled and put in writing before filing; leaving them to be filled in at the interview stage usually means the whole timetable starts again.
Questions this raises
With BOI promotion, do we still need a foreign business licence?
Within the approved project a separate licence is ordinarily not needed. Instead the company uses its promotion certificate to obtain a certificate from the Department of Business Development under section 12 of the Foreign Business Act, which the Department must issue within 30 days of notification. The effect stops at the project boundary: a business in the lists of the Foreign Business Act B.E. 2542 (1999) that the company carries on outside the project still needs its own licence or certificate. Check the procedure and timing for the certificate before operations begin.
Does promotion cover all of the company's business?
No. Promotion is granted to a specific approved project. One company can have promoted and unpromoted business side by side, with income and expenses accounted for separately as the approval conditions and tax rules require. Whether a new line of business falls within the approved scope is a question to answer before starting it, not when the annual return is filed.
With BOI, do work permits still depend on capital and the Thai staff ratio?
Promoted companies follow a different standard from the general rule. The general rule is 2 million baht of paid-up capital and four Thai employees for each foreign employee, which can change with the rules and the officials' discretion. Which standard a promoted company follows, whether each foreign position needs approval and whether there is a quota, should be checked with the authorities before planning staff.
How long is the tax holiday, and when does it start?
The length and how it is counted depend on the project's activity type and approval conditions, and cannot be stated in general. The ceiling and counting rules under the current system have to be confirmed against the announcement in force and the company's own approval, not inferred from another project's conditions.
Must a Thai company be set up before applying?
The order of applying and setting up the company should be checked against the rules in force when the application is made. Either way, a Thai company registered with the Department of Business Development must in the end hold the promotion certificate. It must also register for tax, for VAT once over the threshold, and with the Social Security Office as an employer once it hires staff. The timing of bank accounts, leases and staffing should be planned around that sequence.
What if the project's capacity, location or shareholding is to change?
Most changes need an application to the BOI beforehand, not a report afterwards. Which changes need prior approval, and at what threshold, should be checked before the business decision is made, because an unapproved departure is itself grounds for revoking the privileges.
What happens if promotion is revoked?
At the least, the project no longer has the rights that came with promotion, including the advantages on shareholding and staffing, and the company has to go back to the licence or certificate route. Whether tax privileges already used are clawed back depends on the grounds and legal basis of revocation, and should be checked as soon as a departure occurs.
The legislation
- Investment Promotion Act B.E. 2520 (1977)
- Foreign Business Act B.E. 2542 (1999)
- Emergency Decree on Managing the Employment of Foreigners B.E. 2560 (2017)
- Labour Protection Act B.E. 2541 (1998)
- Civil and Commercial Code
