It is the first question most of our buyers ask: can I, as a foreigner, own a bar, restaurant, hotel or shop in Thailand? The short answer is yes, but usually through a Thai company, and with rules on who owns what. Here is how it works in plain English.
The Foreign Business Act and the 49% rule
Thailand’s Foreign Business Act lists business activities that foreigners may not do, or may only do with special permission. Most of the businesses people buy in Pattaya, such as restaurants, bars, massage shops and many services, fall into the restricted lists. In practice this means a company running them should be majority Thai-owned: foreigners can hold up to 49% of the shares.
This is why most foreign buyers set up a Thai limited company with Thai shareholders holding at least 51%. The Thai shareholders must be genuine investors. Using “nominee” shareholders who only lend their name is illegal, and a good lawyer will not set it up that way.
Ways to hold more than 49%
- US Treaty of Amity: US citizens and US-owned companies can hold the majority of a Thai company for many business types.
- BOI promotion: the Board of Investment can grant foreign ownership and other benefits to businesses in promoted sectors. This rarely applies to small hospitality businesses.
- Foreign Business Licence: possible for some activities, but slow and with significant capital requirements.
Working in your own business
Owning shares does not give you the right to work. To work in your own business, even behind the bar or at reception, you need a work permit, usually alongside a Non-Immigrant B (business) visa.
The company generally has to meet requirements to support a foreign work permit. Commonly cited rules are registered capital of around 2 million baht for each foreign employee and four Thai employees on the payroll for each work permit. Your lawyer or accountant will confirm the current figures for your situation.
Some jobs are reserved for Thai nationals altogether, including traditional Thai massage. A foreign owner of a massage shop manages the business rather than giving treatments.
Leases and property
Most businesses in Pattaya rent their premises, and a foreigner or a company can sign a lease. Leases over three years should be registered at the Land Office to be enforceable for their full term. If you are buying the building as well, note that foreigners cannot own land in their own name. See our guide to foreign property ownership.
A typical set-up for a bar or restaurant takeover
- Agree the takeover in principle and pay a refundable holding deposit.
- Your lawyer registers a Thai limited company, or reviews the seller’s company if you are buying its shares.
- The lease is transferred to the company, and the licences are moved or re-applied for in its name.
- The company applies for your business visa and work permit.
- Handover, then accounting and tax filings every month and year.
Buying an existing company is sometimes faster, but your lawyer must check it for debts, tax arrears and staff liabilities first.
Costs to plan for
- Company registration and legal fees.
- Accounting and monthly tax filings.
- Visa and work permit fees, renewed every year.
- Thai staff salaries and social security, if required for your work permit.
We introduce every buyer to lawyers and accountants who work with foreign business owners in Pattaya every day. Browse businesses for takeover or ask us a question.
This article is general information, not legal advice. Thai rules change, and your nationality and plans matter, so get advice from a licensed Thai lawyer before you sign.
