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customs, folklore handicrafts or natural resources and

environment, such as production and trading of firearms,
domestic transportation and mining; and

(3) List Three - business activities which Thai nationals are not

yet ready to compete with foreigners, such as retail,

wholesale and provision of certain services.

Furthermore, foreigners are also prohibited by the Land Code
from owning a plot of land in Thailand, and may thereby be

restricted from engaging in businesses which require land

ownership in Thailand. In this regard, in the case of a company,

it would be deemed as a çforeigneré from the perspective of the

Land Code if any of the following conditions is met:

(1) more than 49% of the companyûs registered capital are held
by foreign entities (i.e. shareholding percentage); and

(2) the number of its foreign shareholders is more than half of
(17)
its total number of shareholders (i.e. headcount).

In light of the foregoing, the offshore private equity funds need

to be extra mindful of the shareholding structure of the SPV, as
it may trigger the foreign business restriction under the FBA,

both in the SPVûs level and the portfolio companiesû level. That

is, if the SPV is deemed to be a foreign entity under the FBA,

its acquisition of shares in the portfolio companies may render

such portfolio companies a foreign entity under the FBA, which

(17)
Section 97 of the Land Code.

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