Buying a business in Thailand: what a foreigner should check before paying

• Shareholding. Under the Foreign Business Act, a company in which foreigners own half the capital or more is treated as foreign. Restaurants, retail, hotels, tourism and many services are on the restricted list: a foreign majority needs a Foreign Business License or BOI privileges. That is why buyers more often take a stake of up to 49% in a Thai company.
• Nominee shareholders. A scheme in which Thais are shareholders only on paper while the money and decisions are yours is a criminal offence: up to 3 years in prison and a fine of 100,000 to 1,000,000 ฿. In 2026 the Department of Business Development (DBD) is checking such companies in 12 provinces, including Bangkok, Phuket and Chonburi, where Pattaya is, with tourism first in line.
• Land. A foreigner cannot own land in Thailand. Almost any business you buy operates in rented premises, so the lease is the main asset to check.
• Working in your own business. To work yourself, you need a work permit. As a general rule, for each foreigner with a work permit the company must have 2 million ฿ of paid-up capital and 4 Thai employees; BOI companies have their own conditions.

• The company. Registration with the DBD, shareholders and directors, who has signing authority, whether financial statements were filed, and whether the company has a doubtful reputation or signs of nominee shareholders. You can get this officially, not just from the seller.
• The lease. How many years are left, who the tenant is, whether the owner agrees to a transfer, and what a renewal costs. Leases longer than 3 years are registered with the Land Department. Check the deposit and any key money separately.
• Debts and taxes. Taxes, staff social security, utilities, suppliers, loans. Put in the contract who is responsible for old debts.
• Licences. Alcohol, food service, hotel, tourism. They are often issued to a specific person or company: check with the authority in advance whether they pass to you or have to be obtained again.
• Revenue. Don't trust the seller's spreadsheet. Ask for bank statements, till reports and tax filings, and better still, watch the customer flow yourself for a few days.
• Staff. Contracts, social security, who stays on. When the employer changes, employees' rights are usually kept.
• Equipment. What is included in the price, its condition, and whether it is leased or pledged.

From experience. Hotels are what I am asked about most often. For example, I helped a client from India buy a ready-made hotel business: I looked for sellers, made calls, visited the site, inspected the premises and rooms, and checked the documents together with a lawyer. Owners who want to sell a ready-made business also come to me. A typical trap I see: the business is registered to a company with a doubtful reputation or held through nominee shareholders. Such deals are better avoided or checked especially thoroughly.