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Corporate & Business Advisory

Business Structuring

Choosing the entity, the shareholding and the licensing route that fit your plan — decided before anything is filed, because the structure is expensive to change afterwards.

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Tell us the situation and we will tell you what we think you should do — and what it will cost.

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Who this is for

  • Foreign investors planning to operate in Thailand
  • Founders formalising a business that has outgrown its structure
  • Groups adding a Thai entity to an existing corporate chain
  • Businesses whose current shareholding no longer matches reality

What we handle

Scope of work

Choosing between a Thai limited company, branch, representative office or partnership

Assessing whether your activity falls under the Foreign Business Act

Mapping the lawful routes to foreign majority — FBL, BOI or treaty

Designing the shareholding, share classes and control rights

Structuring for the visas and work permits the plan will need

Restructuring an existing company where the current setup is a liability

How it works

How we run the matter

  1. Understand the business plan, the money and who will control it
  2. Analyse the activity against the Foreign Business Act and sector rules
  3. Set out the viable structures with their costs and trade-offs
  4. Agree the structure, the shareholding and the licensing route
  5. Hand the decision to the registration and licensing work
  6. Review the structure again when the business changes

Documents to prepare

  • A description of the business and how it will earn
  • Who is investing, from where, and who will control the company
  • Existing company documents, if there is already an entity
  • Group structure charts, for investments through a parent
  • How many foreign staff will need to work in Thailand

Common questions

In some sectors yes, in others no. The Foreign Business Act restricts a defined list of activities; outside that list, or through a Foreign Business Licence, BOI promotion or a treaty right such as the US Treaty of Amity, full foreign ownership can be lawful. The answer turns on what the business actually does, which is why the activity is analysed before the structure is chosen.
Nominee shareholding — Thai shareholders holding for a foreigner without genuine investment — is unlawful, and exposes the company, the foreign investor and the nominees themselves. Common is not the same as lawful. Where foreign control is the goal, we build it through the routes the law actually provides, and say plainly when the plan does not qualify for any of them.
This page answers which structure to use; Company Registration carries out the filings once that is decided. Most problems we are asked to fix later began as a structure chosen at the registration counter rather than before it.
Directly. Registered capital, Thai employee numbers and the entity type determine how many foreign staff the company can sponsor and on what terms — and a representative office cannot support the same plans as an operating company. If the plan includes people moving to Thailand, that requirement shapes the structure from the start.
No, but it costs more than getting it right first time. Capital increases, share transfers, objective amendments and licence applications can all move an existing company toward the right structure. We start by mapping what you have against what the plan needs, and price the gap honestly.

Lawyers for this matter

Generation 1 Chanin Taongern

Founding Partner

Chanin Taongern

40+ years of courtroom and advisory experience

LitigationBusiness advisoryEmployment lawCivil and criminal matters
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Generation 2 Pongsanan Taongern

Partner

Pongsanan Taongern

Modern legal practice, business advisory and international client support

Corporate advisoryEmployment lawCross-border family lawInternational client servicesLegal workshops
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Related reading

Business, Corporate & Contracts 2026-08-067 min read

Foreign Business Licence, BOI promotion or treaty right — which route fits?

Three lawful routes to foreign majority ownership in Thailand, what each actually demands, and why the choice has to be made before the company is registered.

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