Following the Thai Cabinet's approval on 12 May 2026 of theamendments to the restricted business schedules under the Foreign Business ActB.E. 2542 (1999) ("FBA"), the Ministry of Commerce (“MOC”)has promulgated the following two new Ministerial Regulations which introduceadditional categories of businesses that are exempt from the requirement underthe FBA to obtain a Foreign Business License (“FBL”) before commencing operations:

1.     MinisterialRegulation Prescribing Service Businesses Exempt from the Requirement to Obtaina Foreign Business License B.E. 2569 (2026); and

2.     MinisterialRegulation Prescribing Brokerage and/or Agency Businesses Exempt from theRequirement to Obtain a Foreign Business License B.E. 2569 (2026).

Importantly, the two new Ministerial Regulations have now expanded thelist of exempt businesses to include the following eight businesses:

Group 1 — Businesses Subject to  dedicated sectoral regulation

1.                Telecommunications Services (Type I  License) – regulated under the Telecommunications Business Act B.E. 2544 (2001) and  supervised by the National Broadcasting and Telecommunications Commission (NBTC).  The exemption applies only to operators holding a Type I telecommunications  license, which covers telecommunications business operators that do not have  their own telecommunications network.

2.                Treasury Centre Services – regulated under the  criteria prescribed by the Bank of Thailand (BOT) and applicable foreign  exchange regulations. These services include activities  relating to the management of foreign currency for affiliated companies both in  Thailand and overseas, for example, reinvoicing, acting as an agent for the  receipt and payment of funds, income netting, foreign currency exchange  transactions, exchange rate risk management, and liquidity management.

3.                Securities Business (Expansion of the Scope  of Related Activities) - regulated by the Securities and Exchange Commission  (SEC) under the Securities and Exchange Act B.E. 2535 (1992). To support the  development of the securities business sector, the following activities are  now exempted from the list of restricted businesses under
 the FBA:

(i)                Lending money for the purchase of securities; and

(ii)               Purchasing securities under a repurchase agreement (REPO).  

 4.                Derivatives Business (Expansion of the  Scope of Related Activities) - regulated by the SEC under the Derivatives  Act B.E. 2546 (2003) (“Derivatives Act”). Similar to the securities  business, the following activities are now exempted from the list of  restricted businesses under the FBA:

(i)                Purchasing derivatives under a repurchase agreement  (REPO);

(ii)               Acting as an agent, dealer, advisor, or fund manager in  relation to derivatives contracts where the underlying asset or reference  variable falls outside the scope of the Derivatives Act; and

(iii)             Acting as an agent, dealer, advisor, or fund manager in  relation to derivatives contracts whose payment is linked to a foreign  exchange rate (FX) or interest rate index, where such derivatives contracts are  entered into outside the Thailand Futures Exchange (TFEX).

Group 2 — Intra-group services

5.                Intra-Group Administrative, Human  Resources (HR), and Information Technology (IT) Management Services – provided to  affiliated companies of the foreign entity.

6.                Intra-Group Domestic Debt Guarantee  Services – provided in respect of domestic obligations incurred by affiliated  companies of the foreign entity.

(Note: This  exemption applies only to direct affiliated companies. For ease of reference,  a diagram illustrating the affiliated companies that qualify for this  exemption is shown below.)

Group 3 — Specific-condition  businesses

7.                Space Rental for the Installation of  Electronic Financial Service Equipment or Automatic Vending Machines – provided solely  for the convenience of employees.

8.                Petroleum Drilling Services – provided solely where  the service provider has entered into a direct contractor agreement with a  concessionaire, a production sharing contractor, or a service contractor  under the supervision of the Department of Mineral Fuels, Ministry  of Energy, and the Energy Regulatory Commission, in accordance with the laws  relating to petroleum.

Scopeof Intra-Group Administrative, Human Resources (HR), and Information Technology(IT) Management Services

In light of the current trend toward corporate reorganization,many business groups are adopting reorganization plans under which a holdingcompany serves as a centralized provider of intra-group back-office services toits affiliated companies. This approach enables the group to achieve costsavings, improve operational efficiency, and promote consistent compliance withgood corporate governance principles across the group companies.

However, a key question arises as to whetherthe new exemption is broad enough to cover the full range of activitiestypically performed by a centralized intra-group back-office service provider.

As the MOC has previously issued guidelines concerning its considerationand approval of FBL applications for the provision of Intra-GroupAdministrative, Human Resources (HR), and Information Technology (IT)Management Services to affiliated companies, such guidelines may serve asuseful references in interpreting the scope of the newly introduced exemption.Nevertheless, as the interpretation of the new exemption may continue todevelop and may differ in scope from the MOC’s previous practice andguidelines, further analysis may be required as to whether particularactivities performed as part of intra-group services fall within the scope ofthe exemption.

In this regard, we recommend that business operators review theircompliance with the FBA, particularly in relation to the nature and scope of intra-groupservices provided to their affiliated companies, before commencing any corporatereorganization plan. Where there is uncertainty as to whether particular intra-groupservices fall within the scope of the exemption, business operators should seeklegal advice to assess the applicability of the exemption to their specificbusiness operations and whether any further action may be required under theFBA.

In addition, in the Thai market, business operators providing back-officeservices commonly seek both tax and non-tax incentives through applicablechannels, such as the Board of Investment of Thailand (BOI) and the RevenueDepartment. We therefore also encourage business operators to explore whethertheir business operations may qualify for any available incentive schemes undersuch channels, with a view to maximizing operational efficiency and obtainingthe full benefits available under those schemes.

We will continue toclosely monitor any further developments, including any clarification or rulingfrom the MOC regarding the scope of the exemption for Intra-GroupAdministrative, Human Resources (HR), and Information Technology (IT)Management Services.

Lastly,should your company require advice on whether your existing or proposedintra-group services fall within the scope of the new exemption, or on howthese developments may affect your existing business operations or upcomingreorganization plans in Thailand, please contact our Corporate Team.

Authors:

Saithip Mansri, Partner (saithip@siampremier.com)

Panuwit Kanjanawongdeengam, Associate (panuwit@siampremier.com)  

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