Foreign Business License (FBL) with Commercial Registration Department (CRD) of Thailand
The foreign business license (FBL) is a permit that allows foreigners to register companies in Thailand with more than 49% foreign ownership. Notice that the Commercial Registration Department (CRD) does distinguish between ownership and control, i.e. it is possible to have more than 49% of the voting rights of a company without a foreign business license (FBL).
The “easiest” way to obtain a foreign business license (FBL) is to gain a promotion by the Board of Investment (BOI), as explained here. Although a promotion by the Board of Investment (BOI) is not equivalent to a legal title to obtain a foreign business license (FBL), the past probability on receiving such a license is close to 100%. However, the Board of Investment (BOI) only promotes industries that are of importance to the Kingdom of Thailand and beneficial for the countries’ entire industry structure. For industries that are not promoted by the Board of Investment (BOI), foreigners may apply for a foreign business license (FBL) directly with the commercial registration department (CRD) of Thailand:
The first step to register for a foreign business license (FBL) is to provide the department of business development (DBD) with the following information:
- A copy of a certificate of evidence of the company that shall receive the foreign business license, at minimum containing particulars of the name, capital, paid-up capital, list of shareholders, objects, place of business, name list of directors and authorized signatories
- A copy of the passport, identification document for foreigners or identifications card of the representative appointed.
- Certificates giving evidence that the natural representative of the company fulfills the following qualifications: Not younger than 20 years old, permitted to enter Thailand for business purposes, having received adequate education for the type of business to be conducted, being financially stable, not being punished within the previous 5 years, never being imprisoned within the last 5 years for fraudulent acts, debtor cheating, embezzlement, offenses of trade, offenses relating to fraudulent loans to the public or for offenses under the immigration law.
- A statement giving notice that an application for a foreign business license has not been rejected within the previous 5 years.
- A map indicating the approximate location of the place of business operation in Thailand
- A declaration of the details of the type of business
- A copy of financial statement of the previous 3 years of foreign shareholders
- Copies of licenses that may be required for operating business in certain industries
- A copy of the visa showing evidence to be permitted to stay in the Kingdom of Thailand
In addition to these relatively standard documents, the department of business development (DBD) also requires detailed descriptions on:
- Type of business, including product descriptions, descriptions of internal processes and stage of operation
- Employee staffing plan, including position name, number, nationality and salary for the following three years
- Plan of technology transfer from foreign to thai employees
- Training plan for thai employees
- Business plan for the following 3 years
The completeness of the latter documents is evaluated by the department of business development (DBD) officer in charge. Therefore, depending on the officer whom which an applicant submits its application for a foreign business license, the level of detailedness varies significantly. In addition, the time the officer requires to review the completeness of information also varies significantly and can take up to several months.
Once the department of business development (DBD) officer accepts the application, the foreign business committee is legally bound to review the foreign business license (FBL) application within 60 days. If the foreign business committee accepts the application, the foreign business license (FBL) must be issued to the applicant within 15 days of the decision of the foreign business committee.
The criteria of the foreign business committee to grant a foreign business license are the following:
- The type of activity could not be undertaken by majority Thai-owned company
- The type of activity is not contrary to the country’s security and stability, good morals or public order
- The activity is beneficial to the economy of Thailand, including its affects on natural resources, conservation, energy and environment, consumer protection, size of the enterprises and employment
- The activity is beneficial in terms of technology transfer, research, and development
In summary, to apply for a foreign business license (FBL) can be a time-consuming process depending on the detailedness of information required by the officer in charge.