Foreign ownership law

How Thai foreign-ownership law affects buying a bar: the Foreign Business Act, the majority-Thai company reality, the illegality of nominees, BOer/treaty exceptions, and doing it legally.

The rule that structures everything

Thailand restricts foreign ownership of many businesses — and most bar/hospitality activities fall under the restrictions. This single fact shapes how every legitimate bar purchase is structured, and understanding it is non-negotiable.

The framework

• The Foreign Business Act (FBA) restricts “foreign” (majority foreign-owned) companies from many service businesses without special licensing — bars and restaurants typically included;
• The common structure: a Thai company limited in which Thais hold the majority of shares, with the foreigner as a minority shareholder and/or director — the everyday reality of foreign-run bars;
• ⚠ Nominee shareholders are illegal. Using Thai nominees who hold shares only on paper to disguise foreign control breaches the FBA (and Land Code where land is involved) — it's periodically prosecuted, and it leaves you with no real legal control of your own money. Do not let anyone talk you into it as “how everyone does it”;
• Legitimate routes: a genuine Thai partnership, appropriate licensing, or in some cases BOI promotion or treaty rights (e.g. the US–Thai Treaty of Amity for American investors) — a lawyer maps the honest options for your situation.

The practical implications

• Control vs ownership: structuring genuine protection for a minority foreign shareholder (via director powers, share classes, agreements) is skilled legal work — pay for it properly;
• Work permits: working in your own bar legally needs the right visa and work permit — another reason the company structure matters (running it);
• This is exactly where amateurs get robbed — by sellers, “fixers” and their own impatience. A licensed Thai lawyer is the cheapest insurance you'll buy (due diligence).