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Guidelines for Consideration for Foreign Restricted Businesses (Thailand)

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February 2026

Guidelines for Consideration for Foreign Restricted Businesses (Thailand)

Author: Yothin Intaraprasong, Preeyanuch Jareonlarp (Co-author)

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Publisher: Nagashima Ohno & Tsunematsu

Journal / Book: NO&T Thailand Legal Update No.42 (February, 2026)

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*Please note that this newsletter is for informational purposes only and does not constitute legal advice. In addition, it is based on information as of its date of publication and does not reflect information after such date. In particular, please also note that preliminary reports in this newsletter may differ from current interpretations and practice depending on the nature of the report.

(i) Introduction

Foreign business operations in Thailand are subject to certain restrictions under the Foreign Business Act of 1999 (“FBA”). Under the FBA, a foreign business operator is prohibited from engaging in certain businesses or activities unless it has obtained a Foreign Business License (“FBL”).

In recent years, there has been a growing number of foreign business operators seeking to invest in businesses in Thailand and obtain approval to operate such businesses. In light of this development and in order to ensure clarity, transparency and consistency in the approval process, the Foreign Business Administration Bureau, Department of Business Development, Ministry of Commerce (“DBD”) has issued guidelines for consideration for foreign business operations under the FBA (the “Guidelines”) in addition to the general criteria provided under Section 5 of the FBA※1.

This article will summarize the key considerations to obtain approval for an FBL in relation to certain restricted businesses based on the information available in the latest version of the Guidelines (May 2025).

If you have any questions or would like advice to ensure the compliance and consistency of an FBL application for your business, please feel free to contact either of the authors of this article.

(ii) Key Considerations

Under the Guidelines, the following are the key considerations to take into account to obtain approval for an FBL for each type of business:

No	Type of Business	Key Consideration
1.	Provision of services or other business operations under contracts with private sector counterparties	A written service agreement clearly defines the scope of services, key terms, duration and contracting parties; The services require specialized expertise that support technology and know-how transfer to Thai personnel; and The services are related to essential public utility systems that contribute to economic, social or industrial development.
2.	Provision of services to affiliated companies or group companies for accounting, legal, consultancy and back-office services	The business for which an application is being submitted is not the main business of the applicant; The services are to be exclusively provided to the affiliated or group companies of the applicant; and The services are to be provided to ensure consistency and alignment in accounting, legal compliance or operational and management practice standards across the affiliated or group companies of the applicant.
3.	Provision of guarantees to affiliated companies or group companies	The business for which an application is being submitted is not the main business of the applicant; The services are to be provided exclusively to the affiliated or group companies of the applicant; The guarantees are to be provided either with consideration or without consideration; The guarantees are to be provided in the ordinary course of business with the purpose of enhancing the financial management efficiency of the affiliated or group companies; Both the guarantor (the applicant) and the service recipients (the borrowers) have sufficient financial resources for repayment; The details of the service recipients (the borrowers) are clearly specified in the FBL application; and In the case of cross-border guarantees, the details of the relevant guarantee agreement must be specified in the FBL application.
4.	Provision of loans to affiliated companies or group companies	The business for which an application is being submitted is not the main business of the applicant; The services are to be provided exclusively to the affiliated or group companies of the applicant; The nature of the loan business must be different from those of financial institutions where a lender receives deposits from the public; The loans are to be provided either with consideration or without consideration; The loans are to be provided in the ordinary course of business with the purpose of enhancing the financial management efficiency of the affiliated or group companies and reducing the procedural complexity in relation to obtaining financing from outside financial institutions; Both the lender and the borrowers have sufficient financial resources to provide and repay the loans; The details of the borrowers must be clearly specified in the FBL application; In the case of cross-border lending, the details of the terms and conditions of the loan agreement and repayment must be specified in the FBL application; and The FBL application must clearly specify the following details: The loan facility amount, loan amount, interest rate and repayment period; and The interest rate must be as follows: If the source of the loan is from the applicant’s own funds, during the loan period, the interest rate must not be lower than the fixed deposit interest rate of domestic commercial banks. If the source of the loan is from other financing sources, during the loan period, the interest rate must not be lower than the interest rate charged by said financing sources and must not be lower than the fixed deposit interest rate of commercial banks in the relevant country.
5.	Lease of premises to affiliated companies, group companies or business partners	The business for which an application is being submitted is not the main business of the applicant, and the premises to be leased must be the unused space remaining from the normal operations of the applicant; The leasing is to be provided exclusively to the affiliated companies, group companies or business partners of the applicant with the intention of supporting the business of the applicant; The details of the lessees and the address of the leased premises must be clearly specified; and The purposes of the lease of the premises are to facilitate operations and reduce operating costs of affiliated or group companies (if leasing to affiliated or group companies).
6.	Lease of premises to other business operators to support the applicant’s main business	The business for which an application is being submitted is not the main business of the applicant, the leasing area must be the unused space remaining from the normal operations of the applicant and the total area thereof must be less than 50% of the total area used for the main business of the applicant; The remuneration from the lease is rent only and is not a profit-sharing or revenue-sharing model; The details of the address of the leased premises must be clearly specified; The purpose of the lease is to support or facilitate the main business of the applicant (the lessor) in the ordinary course of business and is necessary therefor and such main business shall have the following characteristics: A high investment amount in the main business; The services of the applicant (the lessor) are used by a limited group of customers and not the general public (e.g., having a membership system); and The lease is beneficial and optional to Thailand’s small and medium-sized enterprises (SMEs).
7.	Lease of products	The products to be leased are manufactured or distributed by the applicant or the applicant’s affiliated or group companies; and The lease of the products is optional and beneficial to customers in need of leased products.
8.	Provision of hire-purchase arrangements and leasing services	The hire-purchase or leasing of assets is optional to consumers; and The arrangement is beneficial to business operators in need of such products.
9.	Wholesale	The wholesale of industrial related-goods or products with specific technology or complexity; The wholesale of goods that are required as raw materials for related industries; or The wholesale of goods manufactured by affiliated or group companies with specific trademarks.
10.	Installation, repair and maintenance services	The service recipients are customers of products manufactured or distributed by the applicant or the applicant’s affiliated or group companies; The products require specialized expertise for installation, repair and maintenance; and The service centers must be as follows: At least one service center must be established as a model center, where other local business operators have sufficient knowledge, skills, experience and capacity to provide such services; or More than one service center may be permitted on a case-by-case basis if a local business operator lacks adequate knowledge, skills, experience or capacity to provide such services in the following cases: Repair and maintenance services that require specialized expertise and advanced technology due to the level of complexity of the products; or Repair and maintenance services that local business operators have limited or no capability to provide due to the products having the following characteristics: Products with clearly identifiable trademarks; Products that are high value with a risk of damage; or Large-sized products that are difficult to transport.
11.	Made-to-order	The company’s main business is manufacturing or OEM; The services clearly specify the types of products to be manufactured and identify the service recipients or groups of service recipients or specify the product brand(s); and The products require specialized expertise, which contributes to the transfer of technology and know-how to Thai personnel.
12.	Factoring	The services consist of financial support to business operators by providing a source of working capital to enhance liquidity and by reducing administrative costs related to receivables management and debt collection.
13.	Brokerage and agency businesses for sourcing and sale of products	For domestic sale of imported products The services are to be provided exclusively and specifically to overseas affiliated or group companies; The products are affixed with specific trademarks and: Manufactured by affiliated or group companies using specific technology; or Are necessary and beneficial to various business operators and involve complex technology.
13.		For export sale of products from Thailand The services are to be provided exclusively and specifically to affiliated or group companies; and The services are limited to exporting goods for sale in overseas markets, generating income to Thailand and contributing to national economic development.
14.	Sale of food and beverages※2	For supporting main businesses or facilitating employees The business for which an application is being submitted is not the main business of the applicant and the proportion of the area used and revenue derived from the sale of food and beverage business must be less than those of the main business; The purpose of the business for which an application is being submitted is to support or facilitate the main business or to support, facilitate and provide welfare benefits to the applicant’s employees and the applicant’s affiliated and group companies; and The location for the sale of food and beverages must be clearly specified in the FBL application and must be the same location as the applicant’s main business.
15.	Services related to carbon credits	Sale and transfer of carbon credit certificates The arrangement serves as an alternative and provides benefits to greenhouse gas reduction project developers (rights holders) to trade carbon credits as well as business operators or other persons seeking to use carbon credits to offset greenhouse gas emissions instead of undertaking such activities on their own; and The arrangement supports export activities and national environmental objectives in achieving greenhouse gas emission reduction targets.
		Advisory and calculation services for carbon credit trading The services require specialized expertise and contribute to the transfer of technology and know-how to Thai personnel; The services serve as an alternative and provide benefits to business operators who are greenhouse gas reduction project developers and have a need for such services; The services support export activities and national environmental objectives to achieve greenhouse gas emission reduction targets as well as international trade goals; and The services enhance the efficiency of the carbon credit trading system and promote compliance with international standards.
		Acting as a Validation and Verification Body (VVB) for project validation and verification of greenhouse gas emission reductions The applicant (a service provider) must be incorporated and registered as a juristic person in Thailand; The services require specialized expertise and contribute to the transfer of technology and know-how to Thai personnel; The services serve as an alternative and provide benefits to business operators who are greenhouse gas reduction project developers and have a need for such services; The services support export activities and national environmental objectives to achieve greenhouse gas emission reduction targets as well as international trade goals; and The services enhance the efficiency of the carbon credit trading system and promote compliance with international standards.

According to the Guidelines, notwithstanding the key considerations above, foreign business operators who wish to engage in business where the characteristics or scope thereof differs from those described above may still be able to apply for an FBL. In such case, the Foreign Business Committee will consider each application on a case-by-case basis by taking into account the benefits and impacts on Thailand in various respects, including national security, economic and social development, technology transfer, etc.※3

(iii) Next Steps for Foreign Business Operators

In light of the Guidelines, foreign business operators planning to conduct business activities in Thailand are advised to review the Guidelines thoroughly and use them as a practical reference when assessing and structuring their proposed business activities as well as when preparing their FBL applications to enhance the likelihood of obtaining approval.

For restricted business activities that are not addressed in the Guidelines, it should be noted that the DBD may further prescribe additional guidelines for consideration for such businesses.

Endnotes

*1
Section 5 of the FBA. In respect of approval for foreigners for the operation of businesses under this Act, consideration shall be given to advantageous and disadvantageous effects on national safety and security; national economic and social development; public order or good morals; national values in arts, culture, traditions and customs; natural resource, energy and environmental preservation; consumer protection; undertaking sizes; employment; technology transfer; and research and development.

*2
“Sale of food and beverages” means the sale of food or beverages that are prepared or cooked to completion and ready for immediate consumption by consumers regardless of whether consumption areas are provided on the premises or the food or beverages are taken away for consumption elsewhere. This also includes the sale of ready-to-eat food that has already been prepared and packaged in bags or other containers. However, this definition does not include the sale of ready-made or semi-prepared food and beverages that are manufactured and pre-packaged by manufacturers for off-premises consumption.

*3
Section 5 of the FBA.

February 13, 2026

This newsletter is given as general information for reference purposes only and therefore does not constitute our firm’s legal advice. Any opinion stated in this newsletter is a personal view of the author(s) and not our firm’s official view. For any specific matter or legal issue, please do not rely on this newsletter but make sure to consult a legal adviser. We would be delighted to answer your questions, if any.

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Lawyers

Yothin Intaraprasong

Partner

Bangkok

Preeyanuch Jareonlarp

Associate

Bangkok

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