BOI vs FBL: What to Do After Registering a Company in Thailand in 2026

You have received your BOI certificate or FBL license. Congratulations are premature. The real work begins now: you have 30 to 90 days to launch operations, register with government systems, hire staff, and set up ongoing compliance monitoring. Missing any single step can result in fines, status revocation, or a full shutdown of your business.

For international investors unfamiliar with the Thai regulatory environment, the system can feel complex. The underlying logic is straightforward, however: the government has granted you the right to 100% foreign ownership of a business in Thailand, and it now expects you to honour every commitment you made during the application process. This guide walks through each critical step.

Quick Answer

• BOI provides 8 to 13 years of corporate tax holidays, import duty exemptions on machinery, and streamlined visas for foreign staff. Minimum registered capital starts from 1 million THB
• FBL permits ownership of more than 49% in restricted business sectors, but without tax incentives. Minimum capital is 2 to 3 million THB
• VAT registration is mandatory when projected annual revenue exceeds 1.8 million THB
• Social Security contributions are set at 5% of each employee's salary, and registration is required immediately after hiring the first staff member
• For BOI companies operating in the IT and knowledge sectors, the total annual payroll for Thai employees must be at least 1.5 million THB
• The minimum monthly salary for a foreign manager at a BOI company is 50,000 THB

Scenarios and Options

Scenario 1: Manufacturing BOI Company

You are opening an electronics manufacturing facility on Thailand's Eastern Seaboard. BOI has approved your project, granting tax holidays and zero import duties on production equipment. A strict condition applies: if your total workforce exceeds 100 people, at least 70% must be Thai nationals (a ratio of approximately 2.3 to 1). Every quarter or year, you must confirm progress against your investment milestones - equipment purchases, job creation figures, and export volumes.

A common mistake at this stage is hiring the bare minimum of staff without reaching the targets declared in the original application. BOI audits these figures, and failure to comply can result in suspension of your incentive status.

Scenario 2: IT and Knowledge Sector BOI Company

Technology and knowledge-based businesses receive more flexible staffing rules regarding the ratio of foreign to Thai employees. If your startup develops software or digital services, an equal or even higher proportion of foreign specialists may be permitted, provided you can demonstrate the business rationale. Simplified visas and work permits accelerate the onboarding of international talent. The key requirement remains: the total annual Thai employee payroll must reach at least 1.5 million THB.

Scenario 3: Trading or Services FBL Company

If your business involves trade or services listed under the restricted categories of the Foreign Business Act, the FBL route allows ownership above 49%. You will need to demonstrate that your operations deliver tangible benefits to Thailand - technology transfer, local job creation, or economic activity that does not directly displace Thai-owned competitors.

There are no fixed staff quotas under FBL, but giving hiring priority to Thai nationals is a formal obligation. An annual report submitted to the Department of Business Development (DBD) must document your economic contribution in detail.

Comparison Table

Main Risks and Mistakes

1. Missing registration deadlines. You have 30 to 90 days from the date your documents are issued. Late VAT registration or Social Security enrollment triggers immediate fines and can jeopardise your licensed status.

2. Failing to execute the BOI investment plan. You declared equipment purchases of 10 million THB and a target of 50 new jobs. BOI verifies this. If actual investment falls short of the approved plan, incentives are cancelled retroactively and you become liable for all unpaid taxes from prior years.

3. Tokenistic hiring of Thai staff. Some companies place Thai nationals on the payroll at minimum wage purely to satisfy quota requirements. Inspectors identify this pattern. Consequences include formal notices, fines, and in serious cases, criminal liability.

4. Insufficient evidence of economic contribution (FBL). If your annual DBD report cannot demonstrate meaningful technology transfer, local training, or broader economic benefit, your licence may not be renewed.

5. Accounting and reporting errors. Monthly VAT and Social Security filings are compulsory, alongside an annual financial audit. Errors or late submissions can attract penalties of up to 200% of the understated amount.

6. Incorrect employment contracts. Minimum salary requirements vary by region, role, and the nationality of the employee. For foreign managers at BOI companies, the floor is 50,000 THB per month. Non-compliance blocks the issuance of work permits.

FAQ

Can a foreigner own 100% of a business in Thailand? Yes, through a BOI certificate (for strategic sectors) or an FBL licence (for restricted sectors). Without these instruments, maximum foreign equity is capped at 49%.

What is the minimum capital for a BOI company? From 1 million THB (approximately 28,000 USD at 2026 exchange rates), though the exact requirement depends on the sector and project scale.

How many Thai employees must a foreign-owned business hire? Manufacturing BOI companies with more than 100 staff must ensure at least 70% are Thai nationals. IT and knowledge sector rules are more flexible. FBL companies have no fixed quota but must demonstrate that Thai hiring is a genuine priority.

What happens if a BOI company misses its investment plan targets? Tax incentives are cancelled with retroactive tax liability assessed for all prior years. In serious cases, company operations may be suspended entirely.

Is VAT registration mandatory? Yes, when projected annual revenue exceeds 1.8 million THB. Most BOI and FBL companies register immediately after commencing operations.

How often does a BOI company need to file reports? Monthly accounting and tax filings are required. Quarterly or annual reports confirm investment milestone progress. An annual financial audit and income, investment, and employment declarations are also obligatory.

Can a single company hold both BOI and FBL status? In theory, one entity can hold a BOI certificate for one activity and an FBL licence for another. In practice, this significantly increases compliance complexity, and most businesses choose a single pathway.

Which sectors qualify for BOI promotion? Manufacturing, information technology, digital services, biotechnology, renewable energy, and other strategic industries. The full list is published by the Thailand Board of Investment.

How much does an annual audit cost? For smaller companies, fees typically range from 30,000 to 80,000 THB. For businesses with turnover above 100 million THB, costs increase substantially based on operational complexity.

What should be done in the first 30 days after receiving a BOI certificate? Register for VAT with the Revenue Department, enroll with the Social Security Office, finalise employment contracts for initial hires, and begin executing the approved investment plan.

Step-by-Step Post-Registration Action Plan

Days 1 to 14: Register for VAT at the Revenue Department office serving your company's location. This step is mandatory for BOI companies even where import VAT exemptions apply.

Days 1 to 30: Register with the Social Security Office. This is required from the moment you hire your first employee. The system covers healthcare, pensions, and welfare benefits for all workers aged 15 to 60, including foreign nationals.

Days 14 to 60: Hire staff and execute employment contracts. Thai employees require contracts aligned with regional minimum wages. Foreign hires need visas and work permits - BOI companies benefit from a streamlined application process.

Monthly: Submit VAT and Social Security filings, maintain proper accounting records, and monitor expenditure against the approved plan.

Quarterly or annually: BOI companies must confirm investment milestone completion. FBL companies must compile evidence of economic contribution. Both types require a financial audit, tax declarations, and reports on revenue, investment activity, and employment.

The governing principle is this: treat your post-registration obligations with the same rigour you applied to obtaining the approval itself. A BOI certificate or FBL licence is not the finish line. It is the starting gate, and regulators will monitor your compliance at every stage.

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