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Establishing a BOI company in Thailand: Opportunities for tax exemptions, land ownership, and support for foreign experts.

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Did you know? When establishing a BOI (Build-Operate-Transfer) company in Thailand, foreign businesses can be exempt from corporate income tax for up to 13 years, exempt from import duties on machinery and raw materials, and even have the right to own land for their investment project?

Beyond tax incentives, the BOI company model helps investors optimize their ownership structure, access industries prioritized by the Thai government, and benefit from clear and transparent support mechanisms. So what is a BOI company, and why are more and more international businesses choosing this model when investing in Thailand? Let's explore the details with GLA experts in the article below. 

1. What is BOI Company in Thailand?

BOI Company in Thailand is a business registered with the Thailand Investment Council.Board of Investment (“BOI”)) approve and issue investment incentive certificates. 

BOI companies are not considered independent business entities under Thai corporate law. Legally, they can still be established under one of the common forms such as:

  • Private Limited Company.
  • Joint Stock Company (Public Limited Company). 

The granting of an Investment Incentive Certificate by the Board of Investment of Thailand (BOI) does not change the legal status or the type of business the company is already registered as.

A company approved by the BOI remains a regular company under corporate law, but enjoys additional investment rights and incentives as specified in the certificate issued by the BOI.

Regulations on the percentage of foreign ownership in BOI companies.

An important point for foreign investors to note is that the Board of Investment (BOI) has specific regulations regarding the shareholding ratio in projects seeking investment incentives, based on Thailand's Foreign Business Act (BE 2542), specifically:

  • For certain sectors restricted to foreign investors, the law requires Thai shareholders to hold a minimum of 51% of the charter capital. This means that foreign investors are not allowed to have controlling ownership in these sectors.
  • For many other sectors, foreign investors may own all or most of the charter capital, unless otherwise stipulated by relevant specialized laws.
  • In certain specific cases, the BOI has the right to review and apply foreign ownership limits appropriate to each project granted investment incentives.

Therefore, before implementing a project under the BOI model, businesses should carefully review the intended business lines to determine the ownership structure that complies with current legal regulations.

Shareholding in BOI company in Thailand

Foreign company Only 100% ownership is permitted. companies in the specified sectors

2. Why should foreign businesses choose the BOI company model?

When expanding investment in Thailand, many foreign businesses are not only interested in the market but also carefully consider tax incentives, legal rights, and government support mechanisms. In this context, the BOI (Board of Investment) certified company model becomes a strategic choice due to its comprehensive and clear incentive system.

Here are some key reasons why many foreign companies should consider the BOI company model: 

2.1. The company is exempt from corporate income tax for up to 13 years.

One of the biggest advantages of the BOI model is the exemption from corporate income tax (CIT) for 3-13 years, depending on the business sector and industry classification (A1+, A1, A2, A3, A4, B).

Special:

  • High-tech, R&D, and innovation sectors may be exempt from taxes for up to 10-13 years.
  • In some cases, a 50% reduction in CIT is granted for the next five years following the tax exemption period.
  • The tax exemption can be up to 100% of the investment capital (excluding land costs and working capital).

For foreign companies, this is a significant competitive advantage as it optimizes operating costs during the investment phase.

3. Priority sectors encouraged for investment by BOI Thailand.

When researching the BOI (Build-Operate-Transfer) company model, one of the key aspects businesses need to consider is the list of industries prioritized for investment by Thailand's BOI. BOI doesn't offer indiscriminate incentives to every sector, but focuses on industries with high added value potential, that promote technological innovation, and enhance national competitiveness.

Below are the industry group The following are prominent features that are being strongly encouraged by BOI Thailand: 

  • Agriculture and Food Industry: Modern agriculture, economic forestry, energy crops, livestock farming, breeding, agricultural product processing, food, cold storage, agricultural product trading centers.
  • Healthcare and BiotechnologyMedical devices, pharmaceuticals, medical centers, clinical research, bioplastics, biochemicals, biotechnology.
  • High technology and automation industryIndustrial robots, automation systems, intelligent machines, scientific equipment, advanced materials, nanomaterials, aerospace.
  • The automotive and next-generation vehicle industry: Manufacturing of automobiles, components, engines, electric vehicles (EVs), EV charging stations, ships, and railways.
  • Electrical, electronics and telecommunications industryHousehold electrical appliances, electronic components, telecommunications equipment, electronic circuit design.
  • Chemical, materials and energy industries: Chemicals, petrochemicals, plastics, fertilizers, gas separation plants, steam power generation, energy services (ESCO), recycling and waste treatment.
  • The Digital IndustrySoftware development, digital platforms, digital content, data centers, cloud services, digital parks, innovation centers.
  • Logistics and Infrastructure Industry: Inland container depots (ICDs), commercial airports, multimodal transport, distribution centers/industrial parks (DCs/IDCs), smart logistics.
  • Specialized services and trade support industry: Trade and Investment Support Office (TISO), engineering design, laboratory, calibration, product sterilization, International Business Center (IBC).
  • Specialized urban and industrial development sector: Industrial parks, high-tech zones, smart cities, specialized industrial parks.

GLA assists businesses in identifying activities eligible for BOI registration, building dossiers, preparing documents, and working directly with the BOI throughout the review process.

4. What steps does a business need to take to register and maintain a BOI (Board of Interest) in Thailand?

To be considered for investment incentives by the Board of Investment of Thailand (BOI), a project applying for BOI must not only belong to a encouraged industry, but also meet certain criteria. specific criteria or:

1. The company must be registered and operate in accordance with Thai law.

Businesses must be legally established in ThailandRegistered and operating in accordance with Thai law throughout the project implementation and business process.

All of the company's activities, including investment, employment, tax obligations, and project operation, must fully comply with the current legal framework of Thailand.

GLA supports businesses set up a company in Thailand A complete package from A to Z, including legal model consulting, business registration procedures, and ongoing legal compliance support throughout the entire operation process.

5. The procedures and processes for establishing a BOI company in Thailand are quick and efficient.

The application process for BOI (Build-Operate-Own) investment incentives in Thailand is standardized by the Board of Investment of Thailand (BOI) with clear steps and specific processing deadlines to ensure transparency and efficiency for investors. 

The process includes the following steps:

Before submitting an application, businesses need to determine whether the planned investment sector falls under the categories encouraged by the BOI, and understand the corresponding incentive policies and requirements to prepare a suitable application in accordance with BOI regulations.

GLA assists businesses in reviewing investment sectors, assessing compliance with BOI conditions, and advising on optimal registration strategies from the outset, helping to minimize the risk of rejection or requests for document adjustments.

The BOI company registration dossier requires businesses to provide detailed information about the investment project, including: 

  • Scope of operation.
  • Project scale.
  • Financial plan.
  • Staffing needs and implementation roadmap. 

All content in the application must be consistent, uniform, and conform to the criteria of the Board of Investment of Thailand (BOI). 

GLA assisted the Thai company throughout the process of building and completing the registration dossier, minimizing errors and reducing the risk of being asked to resubmit the application.

Businesses need to submit their BOI company registration application online through the E-Submission system on the official website of the Board of Investment of Thailand (BOI).

Online BOI company registration profile

Online BOI company registration profile

Once the application meets the requirements, the company will be invited to participate in an interview/project discussion with the Board of Investment of Thailand (BOI). The processing time depends on the total investment capital of the project.

  • Projects with an investment capital of ≤ 200 million baht: Reviewed within 40 working days from the date of submission of a complete application.
  • Projects with an investment capital of ≤ 2.000 million baht: Reviewed within 60 working days.
  • Projects with an investment capital exceeding 2.000 million baht: Reviewed within 90 working days.

Once the project is approved, BOI will notify the review results in writing. Businesses need to:

  • Confirm Approve the BOI's investment promotion decision within the stipulated timeframe.
  • Submit We request the issuance of a Promotion Certificate in accordance with the guidelines.

After receiving all the necessary documents, BOI will issue the Investment Promotion Certificate within approximately 10 working days.

From this point onwards, the Enterprise is officially recognized as an enterprise promoted by the BOI and is eligible to receive incentives as approved.

Throughout its operations, BOI Thailand must:

  • Prepare progress reports, investment status reports, and reports on the use of incentives as required by the BOI.
  • Obtain written consent before making significant changes such as:
    • Project transfer.
    • Mortgaging, liquidating, and transferring machinery and equipment.
    • Adjust the content of the approved project.

Full compliance with obligations is mandatory conditions To maintain the validity of the BOI Certificate and ensure the right to enjoy investment incentives.

6. How does GLA support businesses in establishing BOI companies in Thailand?

With its investment advisory experience and in-depth understanding of the regulations of the Board of Investment of Thailand (BOI), GLA accompanies businesses throughout the entire process of establishing and operating a BOI company.

  • We provide advice on investment models and business types suitable for prioritized industries and BOI company registration requirements.
  • Assess the project's ability to meet the BOI criteria, reviewing its scope of operations, investment capital, personnel, and technology.
  • Establish a company in Thailand. In accordance with legal regulations, this provides the legal basis for registering BOI.
  • Prepare and finalize the BOI application dossier, ensuring its consistency, validity, and compliance with the review criteria.
  • Company representatives work directly with the BOI, participating in interviews, providing explanations, and adjusting documents as required.
  • Post-BOI licensing support includes reporting, compliance, accounting and tax matters, and maintaining investment incentive status.

7. Frequently Asked Questions about Establishing a BOI Company in Thailand 

1. How long does it take to register for a BOI certificate?

The processing time for BOI applications typically ranges from 1 to 3 months, depending on the industry, project size, and complexity of the application. 

For projects with large investment capital or belonging to specialized sectors, the approval time may be longer.

Icon gla element Highlights
  • BOI companies are not a separate type of business entity, but rather a regular business (Ltd./Public Co., Ltd.) that has been granted an Investment Incentive Certificate by BOI and enjoys the benefits under the Thai Government's investment incentive policy.
  • Key incentives include corporate income tax exemptions/reductions for up to 13 years, import tax exemptions for machinery and raw materials (especially for export production and R&D), and numerous non-tax incentives such as visas for experts and land ownership rights for projects.
  • The priority sectors focus on high technology and high added value, such as: digital industry, electrical/electronics, automotive & EV, automation, biotech healthcare, energy, logistics, and infrastructure.
  • Foreign ownership limits vary depending on the business sector, as defined by Thailand's Foreign Business Act. For certain restricted sectors, Thai investors must hold a minimum of 51% of the registered capital. For many other sectors, foreign investors can own 100% of the capital, unless otherwise stipulated by specific laws.
  • The transparent approval process and clear timeline (40–90 days depending on capital size) allow Thai companies to proactively plan their investments and implement projects in Thailand.

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