Foreign Business Licensing Assessment

Who this service is for

• Investors preparing to establish a foreign-invested company in Thailand who need to assess whether the proposed activities are restricted under the Foreign Business Act.
• Existing Thai companies planning to increase foreign shareholding, change ultimate control or add restricted activities, and needing to assess an FBL, FBC, BOI or other route.
• Businesses that already hold BOI promotion, an FBC or another approval but plan to add sales of goods, services, e-commerce, imports or other activities not expressly covered.
• Businesses involving cosmetics, food, medical products, imports, e-commerce, platforms or other regulated sectors that need to distinguish foreign business entry requirements from sector licensing requirements.
• Applicants that have received DBD requests for additional documents, explanations or an interview and need to organise the facts, documents and reasoning for a response.

First assess the appropriate route

An FBL, an FBC, BOI promotion and company registration are not the same thing. An initial assessment generally proceeds in the following order.

1. Identify the applicant and its direct and indirect ownership structure, and assess whether it is a foreigner under the Foreign Business Act.

2. Separate each actual activity the business plans to conduct, including what it sells, whom it charges, who signs the contracts, who imports, who provides the services and where revenue comes from.

3. Check whether each activity is prohibited, restricted, excluded from the restricted scope, or potentially eligible for a special licensing or certificate route.

4. Where the business holds or plans to seek BOI, IEAT, treaty or other statutory eligibility, assess the applicable FBC requirements separately. Do not treat an FBL and an FBC as two documents that can be chosen interchangeably.

5. Separately check FDA, importer, TISI, e-commerce, platform, visa and work permit requirements, and other sector procedures. Obtaining an FBL or FBC does not automatically complete those requirements.

Work that may be agreed with the firm

An engagement may include activity classification, ownership and licence-path analysis, preparation of the application and business plan, supplementary submissions, meeting preparation and a post-decision conditions checklist. Corporate changes, sector licences and continuing compliance are included only if separately agreed.

• Business activities and entry analysis: Review the business description, contracts and payment model, ownership and existing approvals to identify questions requiring further verification and advise on possible routes.
• Application scope: Help align the proposed application scope with actual activities, sources of revenue and implementation plans, rather than simply copying registered company objectives without explaining the actual business.
• Business plan and application materials: Once the engagement is agreed, organise information about the company, shareholders, capital, personnel, technology, customers, market and contribution to Thailand's economy or business development, and prepare the application forms, business plan and supporting attachments.
• Submission and supplementary explanations: Communicate with the competent authority within the authorised scope, organise additional documents and written responses, and identify matters the applicant needs to explain. Submission methods and attendance arrangements depend on the procedures then in force.
• Decision and conditions: After a decision is received, check the activities and conditions recorded in the licence or certificate, and identify matters concerning company registration, ownership changes, capital, premises, sector licensing or continuing compliance.
• Subsequent corporate and sector procedures: Whether share transfers, capital increases, changes of directors or company objectives, DBD registration, FDA, import, VAT, platform or other sector procedures are included in the same engagement must be confirmed separately.

Information to prepare for an initial consultation

Provide the ownership structure, actual products or services, customers and payment model, contracting and import flow, investment and staffing plan, existing registrations or approvals, and any DBD questions or deadlines.

You do not need to provide a complete set of original documents at the outset. You can begin with a list of the information and document types available.

• The name and registration status of the existing or proposed company, its shareholders and ultimate control structure.
• A description of the actual business: products or services, customers, payment model, contractual relationships, and import and delivery arrangements.
• Expected investment, registered capital, sources of funds, staffing, premises and implementation timetable.
• Principal contracts, quotations, platform rules, supply and sales arrangements, and expected sources of revenue.
• Existing company registration documents, financial statements or management information. A new project can identify documents that are not yet available.
• Existing or planned BOI, FBC, FDA, import, TISI or other approvals.
• Questions already raised by the authority, requests for additional documents or meeting dates.
• The stage you would like the firm to handle: preliminary assessment only, a complete FBL application, responses to supplementary requests, or post-approval corporate changes and continuing advisory work as well.

Process

1. Establish the facts: Confirm the entity, ownership, activities, contracts, payment model and existing approvals.

2. Assess the route: Distinguish FBL, FBC, BOI, non-restricted activities and other sector approvals, and list assumptions and matters requiring confirmation.

3. Agree scope and fees: Clarify separately whether preliminary advice, the business plan, application, supplementary submissions, interview preparation, corporate changes and subsequent compliance are included.

4. Prepare and check the materials: Prepare forms, the business plan and supporting documents for the agreed application scope, and obtain the client's confirmation of the business facts.

5. Submit and follow up: Submit through the channels applicable at the time, and record acceptance, supplementary requests and communications. The competent authority makes the decision in accordance with the law.

6. Deliver the result: Organise the decision, the scope and conditions recorded in the licence or certificate, and the next steps. Arrange a separate handover where further registration or sector licensing is needed.

Deliverables that may be agreed

• An explanation of the foreign business entry route and key risks.
• A document checklist and allocation of responsibilities for the application scope.
• The business plan, application forms, explanatory letters and confirmed set of attachments.
• Supplementary questions, written responses and meeting preparation points.
• A record of application progress and matters confirmed by the authority.
• A checklist of the licence or certificate's business scope, conditions and post-approval actions.
• Corporate change, sector licensing or continuing compliance documents, if separately commissioned.

Legal fees and third party costs

Preliminary feasibility assessment, a complete application, supplementary submissions or interviews, post-approval ownership and company registration changes, sector licensing and continuing advice may be separate stages. Whether legal fees cover all of these stages depends on the specific quotation and engagement documents.

Before the engagement begins, the parties should also clarify whether government fees, translation, notarisation or legalisation, audit work, specialist technical reports, platform or sector application fees and other third party expenses are charged separately. This page does not promise a fixed total price or automatic inclusion of every subsequent procedure.

Before we begin

• Company registration does not by itself authorise a company treated as a foreigner under the Foreign Business Act to conduct every registered objective or to carry on restricted activities.
• An FBL, FBC or BOI approval covers only the applicable legal basis, approved activities and recorded conditions. Additional activities must be checked again.
• Licensing and certificate decisions are made by the competent authorities. Acceptance of the application, requests for additional documents, licensing conditions and the final decision depend on the facts and the law. No approval or fixed completion date is guaranteed.
• Nominee shareholders, fictitious activities or inaccurate documents must not be used to evade foreign business restrictions. Clients should confirm that their ownership, business, contractual and financial information is true and complete.
• The start of any applicable processing period, whether an application has been formally accepted, and whether further documents are required depend on the authority's records and the procedures then in force.

What is the difference between an FBL, an FBC and BOI promotion?

After BOI approval, is an FBL still required?

Can one FBC cover all of a company's activities?

Is an FBC available only for BOI projects?

What else should be checked after obtaining an FBL or FBC?