How to tell whether a Thailand tax and investment adviser is any good

01The first three questions: does what they tell you stand up to checking

In Thailand the person advising you often decides the outcome more than the rules do. On the same question — can we own 100 percent? — one adviser walks you in through the BOI front door, while another says "find a Thai to hold 51 percent" and walks you into criminal exposure. These six questions can be asked at a first meeting, and the quality of the answers shows immediately.

• One: what is the official announcement number for that? A good answer gives you the provision and the number — the Foreign Business Act (FBA) §36 when the subject is nominee shareholding, DBD Central Registrar Order No. 2/2569 (effective 1 August 2026, superseding Order No. 2/2568) when the subject is checking where a Thai shareholder's money came from — and adds, unprompted, that the official text governs. Be careful with anyone who says "that is just how Thailand works" and cannot produce a number.
• Two: have you actually handled my activity category? A good answer starts with classification: whether your activity falls on one of the three restricted lists under the Foreign Business Act, and which one, because the routes are completely different. Ordinary manufacturing that is not on the lists — production to your own drawings, sold as your own product — can usually be 100 percent foreign-owned, and a nominee is simply unnecessary, whereas contract manufacturing to a customer's drawings is another matter. A restricted business with BOI promotion goes through the Foreign Business Certificate (FBC) route — notification, certificate issued within 30 days — not an open-ended licence review. Anyone who opens with shareholding percentages before classifying the activity has probably not done this before. See the three restricted business lists.
• Three: does your plan involve a Thai holding shares in name? This one question can end the meeting. Using a Thai nominee to get around the restrictions on a restricted business carries, for the nominee and for the foreign party who knew, imprisonment of up to three years or a fine of THB 100,000 to 1,000,000, or both; continuing after a court order to stop draws a further fine of THB 10,000 to 50,000 per day. A good adviser tells you first that many manufacturers do not need any of this, rather than dressing criminal exposure up as "everyone does it". See where the nominee line actually sits.

02The last three questions: where does the adviser stand when something goes wrong

The first three test whether their claims survive checking. The next three test whether they will still be standing next to you when a filing turns out to be wrong.

• Four: if a filing or a registration is wrong, where does the responsibility land? A good adviser raises directors' personal liability without being asked — when the company breaks the law, a director who knew and allowed it, or who failed to take reasonable steps to prevent it, carries personal criminal liability of their own — and is willing to put their own judgement in a signed written opinion, rather than assuring you on a voice message.
• Five: once BOI approves, is that the end of it? This is the dividing question. The right answer: BOI and DBD are two independent review lines. Promotion lifts the operating restrictions that apply to a restricted business; it does not stop DBD from checking whether a Thai shareholder's capital is really their own. And a run of obligations continues during and after the promotion period. "Once you have BOI, you are set" costs marks. See what stays on your plate after the certificate.
• Six: does the quote separate one-off items from ongoing ones? Incorporation, the application and a written opinion are one-off. Monthly filings, annual reports and later notifications are ongoing. If they arrive as a single lump sum and nobody can say which part is a government fee and which part is the fee for the work, the room for later increases is hiding in exactly that fog.

03One ready-made test question

If you only get to ask one thing, ask about the new rule: which order governs the verification of where a Thai shareholder's money came from, and what exactly does it require? The first half of that question is the one that matters — the instrument in force is DBD Central Registrar Order No. 2/2569, effective 1 August 2026, which expressly revokes Order No. 2/2568. An adviser still treating 2/2568 as current is working from material that stopped half a year ago.

One who has actually done it adds three details: it applies to incorporation registrations only, and only where foreign holdings total less than 50 percent, or where there is no foreign shareholder but a foreign national is an authorised signing director, so a wholly foreign-owned incorporation falls outside it, which means only that this order does not apply and not that nothing else does; the statement covers the three months counted back from the date the shares were paid for, not from the date of subscription; and besides the Thai shareholder's paying account, the account of the director who received the money has to be filed as well. Anyone who cannot answer, or who says it does not matter, is working from an out-of-date picture of how this is being enforced.

04The line that ends the conversation

One thing overrides the other five answers. If the plan contains "find a Thai to hold 51 percent" or "register it this way now and change it later", our advice is to walk away no matter how well the rest went. This is not a difference of style. It is a criminal line.

An honest closing note. These six questions test method and where someone draws the line; the real quality of a plan only shows in the written judgement you get after the adviser has seen your approvals, your accounts and your contracts. Whether your business falls on a restricted list, and how the shareholding and the capital contribution should be made real, has to be checked case by case by our advisers, against the latest official Thai announcements.