Thailand Law Library

by Thailand Lawyer

On 28 August 2026, Thailand published two ministerial regulations in the Royal Gazette that removed the Foreign Business Licence requirement from a further set of business activities. Both were signed by the Minister of Commerce on 18 August and appear in Volume 143, Section 51 ก. Neither contains a commencement clause or any transitional provision, so both took effect on publication.

The clearest example of what the change is for is telecommunications. Under section 7 of the Telecommunications Business Act B.E. 2544, a Type One licence is issued on notification: once an applicant notifies the NBTC, the Commission is required to issue it. Until 28 August, a foreign-owned operator holding a licence it was entitled to receive automatically still had to apply for a Foreign Business Licence to use it.

This article sets out what each regulation covers, where the boundaries of each exemption sit, and what still needs to be filed. It is written for foreign-owned companies and joint ventures already operating in Thailand, and for advisers deciding whether a client’s existing licence is now redundant.

What Changed on 28 August 2026

Both regulations were issued under section 46 paragraph one of the Foreign Business Act B.E. 2542 (1999). The Act itself was not amended. Each operates by declaring the listed activities to be businesses that fall outside List Three, which is why no application is required, rather than an easier application being available.

The first regulation, Ministerial Regulation Prescribing Service Businesses Exempt from the Requirement to Obtain a Foreign Business Licence (No. 5) B.E. 2569, is issued under List Three (21). It is the fifth instrument in a series that began with the 2556 (2013) regulation and was amended in 2559, 2560 and 2562. The consolidated list now runs from item (1) to item (18).

No. 5 does three things: it adds two activities to the existing securities entry at item (1), it rewrites the derivatives entry at item (2), and it adds six new categories numbered (13) to (18).

The second regulation, Ministerial Regulation Prescribing Brokerage or Agency Businesses Exempt from the Requirement to Obtain a Foreign Business Licence B.E. 2569, is new and standalone. It is issued under a different part of the same list, List Three
(11)(ง), which is why it had to be a separate instrument rather than another clause in the first one.

The stated reason for both, in the explanatory notes, is that these are activities in which Thai nationals are ready to compete with foreign operators, or that are conducted between related juristic persons.

Six New Exempt Service Categories

Telecommunications, item (13). Holders of a Type One telecommunications licence under the Telecommunications Business Act, meaning operators without their own telecommunications network whose business is of a nature suitable for liberalised service provision. The regulation adopts the statutory definition of a Type One licence rather than adding conditions to it.

Treasury centre, item (14). Treasury centre operations conducted under the exchange control law.

Intra-group administrative services, item (15). Management of administrative, human resources and information technology functions between related juristic persons, on a 25% related-entity test. See the two sections below, because this category overlaps an existing one and the distinction between them is easy to miss.

Domestic debt guarantees, item (16). Guarantee services confined to within Thailand, provided between related juristic persons. The related-entity test for this category uses a 50% threshold, not the 25% that applies elsewhere in the regulation.

Leasing out space for machines, item (17). Leasing out part of one’s own premises so that electronic financial-service machines and automatic machines dispensing goods or services can be installed, to serve and provide convenience to company employees. The exempt activity is granting the lease, not taking one.

Petroleum drilling, item (18). Petroleum drilling services where the contractor has entered into a turnkey contract directly with a concessionaire, a production-sharing contractor, or a service contractor under the petroleum law. Work held through an intermediate subcontract is not covered.

Advising Versus Performing: How Item (15) Relates to Item (12)

Item (12), in force since 2562 (2019), already exempts three activities between related juristic persons: domestic money lending, leasing office space with utilities, and advisory services in management, marketing, human resources, and information technology.

New item (15) exempts the management of administrative, human resources, and information technology work between related juristic persons. Both use the same four-limb 25% test.

The line between them is advising and performing. Since 2019, a foreign-owned entity could advise group companies on their HR and IT; it could not run those functions for them. Item (15) closes that gap, which is what makes a genuine intra-group shared services centre workable without a licence.

One asymmetry survives. Item (12) covers marketing advice. Item (15) does not mention marketing at all. Advising group companies on marketing is exempt; running the group’s marketing function is not.

Securities and Derivatives Entries

Two activities were added to the securities entry at item (1), which has covered securities business and other activities under the Securities and Exchange Law since 2556: lending money for the purchase of securities, and purchasing securities under a reverse repurchase agreement.

The first of these is margin lending. It is not securities lending in the market sense of lending out the securities themselves, which has been exempt under item (1)(ง) since 2556.

The derivatives entry at item (2) was rewritten. The heading was widened from derivatives business under the derivatives law to derivatives business and other businesses under that law, and the three sub-items it previously contained, derivatives dealer, derivatives advisor and derivatives fund manager, were carried forward unchanged. Three were then added: purchase of securities under a reverse repurchase agreement, and the same three dealer, advisor and fund manager roles in two situations that sit outside the Derivatives Act, namely where the underlying goods or reference variable fall outside that Act, and where the contract requires payment calculated from an exchange rate or interest rate and is traded off-exchange.

Nothing that was exempt before 28 August ceased to be exempt. The rewrite is expansive only.

Reverse repo now appears in both the securities entry and the derivatives entry, so the exemption holds however the activity is characterised.

A Separate Regulation for Derivatives Agency

The second regulation covers two activities, both of which involve acting as an agent in derivatives trading rather than dealing on one’s own account:

• Acting as an agent where the goods or reference variable underlying the contract fall outside the Derivatives Act
• Acting as an agent in derivatives requiring payment calculated from an exchange rate or interest rate, where the trading is conducted outside a derivatives exchange

Agency sits under List Three (11)(ง) while dealer, advisor and fund manager roles sit under List Three (21). A firm performing more than one of these functions should check both instruments, because the exemptions arrive through different routes.

Related Legal Entities: Two Different Thresholds

Items (15) and (16) both apply only between related juristic persons, and each sets out a four-limb test. Two entities are related where any one of the following is met:

1. Shareholders or partners exceeding half the number in one entity are shareholders or partners exceeding half the number in the other
2. A shareholder or partner holding shares worth at least the threshold percentage of one entity’s capital holds shares worth at least that percentage of the other’s
3. One juristic person holds shares worth at least the threshold percentage of the other’s capital
4. Directors or partners with management authority exceeding half the number in one entity are also directors or partners with management authority exceeding half the number in the other

The threshold percentage at limbs 2 and 3 differs by category. For intra-group administrative, HR and IT management under item (15), it is 25%. For domestic debt guarantees under item (16), it is 50%.

The 25% figure has been the template for intra-group exemptions since item (12) was added in 2562. Item (16) departs from it. A group structure that satisfies the test for shared services will not necessarily satisfy it for a debt guarantee, and the two should be assessed separately.

What the Exemption Does Not Do

Do not surrender an existing FBL or FBC before confirming the exemption covers your exact scope of operations. Where a licence covers activities broader than the exempted category, surrendering it removes permission for the remainder.

The exemption is from the Foreign Business Licence requirement and nothing else. Sector-specific licensing continues to apply in full, including approvals from the Securities and Exchange Commission for derivatives functions, the Office of the National Broadcasting and Telecommunications Commission for telecommunications, the Bank of Thailand under the exchange control regime, and the Department of Mineral Fuels for petroleum operations.

Neither regulation contains a transitional provision, so there is no grandfathering mechanism and no guidance on the position of existing licence holders.

The regulations also do not change the FBA’s definition of a foreigner or its shareholding thresholds.

Frequently Asked Questions

We hold a Type One telecommunications licence. Do we still need a Foreign Business Licence?

Not for the telecommunications service itself. Item (13) covers Type One licence holders as that licence is defined in the Telecommunications Business Act. The NBTC licence obligations continue unchanged.

We already hold an FBL for treasury centre operations. Should we surrender it?

Not without checking scope first. If the licence covers only treasury centre activity, it may now be redundant, but many licences are drafted more broadly than the activity actually being performed. Surrendering a licence that covers additional activities removes permission for those activities, and the regulations provide no transitional route back.

Our regional entity currently advises group companies on HR and IT. Does anything change?

Advisory services of that kind have been exempt since 2562 under item (12). What is new is that the entity can now manage those functions for group companies rather than only advise on them, provided the 25% related-entity test is met.

Does the exemption cover a subcontractor providing petroleum drilling services?

No. Item (18) requires a turnkey contract entered into directly with the concessionaire or contractor. Drilling work held through an intermediate subcontract falls outside it.

Professional Assistance

Whether a particular business falls inside one of these exemptions usually turns on scope rather than sector, and in two of the new categories on which the related-entity threshold applies. Siam Legal can review your corporate structure and activities against the consolidated list, advise on whether an existing FBL or FBC remains necessary, and identify the sector-specific approvals that continue to apply.

Contact Siam Legal to discuss your position with a corporate lawyer.