B.E. 2542 (1999)
Bhumibol Adulyadej, Rex.
Given on this 24th day of November B.E. 2542 (1999)
Being the 54th year if the present reign.
Majesty King Bhumibol Adulyadej has been pleasantly pleased to proclaim
that it was expedient to improve the law governing the business operation
This Act has some provisions relating to
the restriction of the rights and liberty of individuals but by implication
of Section 29 in conjunction with Section 35 and Section 50 of the Constitution
of the Kingdom of Thailand, the restriction can be implemented by virtue
of the law.
By and with the advice and concurrence of
the Parliament, His Majesty the King graciously ordered the enactment
of this Act as follows:
1. This Act shall be called the "Foreign Business Act 1999".
2. This Act shall come into force immediately after the lapse of the
90 day period that commences on the date of its publication in the Government
3. The following shall be repealed:
(1) Announcement No. 281 of the National
Executive Council dated November 24, 1972.
(2) The Act of 1978 amending Announcement
No. 281 of the National Executive Council dated November 24, 1972.
(3) Act No. 2 of 1992 amending Announcement
No. 281 of the National Executive Council dated November 24, 1972.
4. In this Act:
(1) Natural person not of Thai nationality.
(2) Juristic person not registered in Thailand.
(3) Juristic person registered in Thailand
having the follow-ing characteristics:
half or more of the juristic person's capital shares held by persons under
(1) or (2) or a juristic person having the persons under (1) or (2) investing
with a value of half or more of the total capital of the juristic person.
partnership or registered ordinary partner-ship having the person under
(1) as the managing partner or manager.
(4) Juristic person registered in Thailand
having half or more of its capital shares held by the person under (1),
(2) or (3) or a juristic person having the persons under (1), (2) or (3)
investing with the value of half or more of its total capital.
For the purpose of the definitions, the
shares of a limited company represented by share certificates that are
issued to bearers shall be deemed as the shares of aliens unless otherwise
provided by ministerial regulations.
"Capital" means the registered
capital of a limited company or paid-up capital of a public limited company
or the money invested in a partnership or juristic person by its partners
or its members.
"Minimum Capital" means
the capital of the foreigners in the case where the foreigners are juristic
persons registered in Thailand and, in the case where the foreigners are
juristic persons not registered in Thailand or natural persons, it shall
mean the foreign currencies that the foreigners bring in and use at the
commencement of the business operation in Thailand.
"Business" means the business
operation in agriculture, industry, handicraft, commerce, service or other
dealings for business purpose.
"License" means a business
"Licensee" means a foreigner
who has obtained the License.
"Certificate" means a business
"Certificate Grantee" means
a foreigner who has obtained the Certificate.
"Committee" means the Foreign
"Competent Official" means
a person appointed by the Minister to undertake actions in compliance
with this Act.
"Registrar" means a person
appointed by the Minister as a foreign business registrar.
the Director-General of Commercial Registration Department.
"Minister" means the Minister
in charge of this Act.
5. In permitting the foreigners to operate the businesses under this
Act, the advantages and disadvantages to the nation's safety and security,
economic and social development, public order or good moral, art, culture
and tradition of the country, natural resource conservation, energy and
environment, consumer protection, size of the enterprises, employment,
technology transfer, and research and development shall be taken into
6. The following foreigners shall be prohibited from operating any
business in Thailand:
(1) Foreigners deported or pending deportation.
(2) Foreigners staying in Thailand without
permission under the law governing immigrants or other laws.
7. The following foreigners may operate businesses upon obtaining
a License from the Director-General and may operate only certain businesses
and in the locality announced with the approval of the Cabinet by the
Minister in the Government Gazette. The Minister may prescribe any condition
deemed expedient in the notification.
(1) Foreigners born in Thailand but not
granted Thai nationality under the law governing nationality or other
(2) A person who becomes a foreigner as
a consequence of his nationality being revoked under the law governing
nationality or other laws.
The application for a License, the issuance
of the license and the period of permission shall be in accordance with
the rules and procedures prescribed in the ministerial regulations.
In the case where the Director-General does
not permit a foreigner under paragraph one to operate the business, the
foreigner shall be entitled to lodge an appeal with the Minister and the
provisions of paragraphs one and three of section 20 shall be applicable mutatis mutandis.
8. Subject to Section 6, Section 7 Section 10, and Section 12
(1) Foreigners shall be prohibited from
operating the business not permitted to them with special reasons as described
in List One.
(2) Foreigners shall be prohibited from
operating any business concerning national safety and security, business
affecting art and culture, tradition and folk handicraft or the business
affecting natural resources or environment as prescribed in List Two unless
permitted by the Minister with the approval of the Cabinet.
(3) Foreigners shall be prohibited from
operating the businesses prescribed in List Three in which Thai nationals
are not ready to compete unless permitted by the Director-General with
the approval of the Committee
9. Amendments or changes of the business categories under the Lists
attached hereto shall be made by a royal decree except for the businesses
under List Two, Group 1, in which case the amendments or changes shall
be made by an act of parliament.
The Committee shall review the business
categories under the Lists attached hereto at least once every one-year
period from the date this Act comes into force and shall submit its opinion
to the Cabinet.
The foreigners who has operated the business
not prescribed in List Two or List Three prior to the amendments or changes
of business category under paragraph one and later on that business requires
a permission under this Act and the foreigners wish to continue operating
that business shall notify the Director-General in order to obtain a Certificate
in accordance with the rules and procedure described in Section 11.
During the period prescribed in paragraph
three and while the Certificate has not been obtained, the foreigners
shall not be deemed as non-licensed business operators under this Act.
10. The provisions of Section 5, Section 8, Section 15, Section 17,
and Section 18 shall not be applicable to the foreigners operating the
business that are classified in the Lists attached hereto with a temporary
permission from the Government of the Kingdom of Thailand.
The foreigners operating the business classified
in the attached Lists under a treaty to which Thailand is a party or is
obligated to abide by it shall be exempt from the application of the Sections
stated in paragraph one and shall comply with the provisions of the treaty
which may in return include the entitlement of the Thai nationals and
Thai enterprises to operate the businesses in the country of the foreigners.
11. The foreigners qualified under Section 10 wishing to operate the
business under the attached Lists shall notify the Director-General under
the rules and procedures prescribed in the ministerial regulations in
order to obtain a Certificate. The Director-General shall issue the Certificates
to the foreigners rapidly but shall not exceed 30 days from the date on
which the written notification is filed, unless the Director-General is
of the opinion that the notification does not comply with the rules and
procedures prescribed in the ministerial regulations or is not in accordance
with Section 10. The Director-General shall in that case promptly notify
the foreigners within 30 days of the date on which the written notification
The Certificates shall also specify the
conditions prescribed by the Government or the treaty.
12. In the case where the business of a foreigner that is promoted
under the investment promotion law or permitted in writing to operate
the industry or trade for export under the law governing the Industrial
Estate Authority of Thailand or other laws are classified in List Two
or List Three attached hereto, the foreigner shall notify the Director-General
in order to obtain a Certificate. After the Director-General or his assigned
Competent Official has examined the validity of the investment promotion
certificate or the permit, the Director-General shall issue the Certificate
rapidly but shall not exceed 30 days from the date on which he is notified
of the acquisition of the investment promotion certificate or the permit
as the case may be. In such case, the foreigner shall be exempted from
the implication of this Act, except for Section 21, Section 22, Section
39, Section 40, and Section 42, throughout the period that the business
is investment promoted or permitted for the export industry or trade operation
as the case may be.
The issuance of the Certificate under paragraph
one shall be in accordance with the rules and procedures prescribed by
Section 13. In the case where the
provisions of other laws regulate shareholding, foreigners' partnership
or investment, permission or prohibition for the foreigners in operating
certain businesses or prescribe rules on the foreigner's business operation,
the laws shall prevail and the provisions of this Act shall not be applicable
to the areas that the other laws specifically govern.