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will be restricted from engaging in certain businesses in
Thailand.

To avoid being subject to the foreign investment restrictions

under the FBA and the Land Code, offshore investments shall not
result in the shareholding of the portfolio companies exceeding

the following requirement: (i) at least 51% of their total shares

being held by Thai shareholders; and (ii) the number of their
foreign shareholders being not more than half of their total

number of shareholders.

Nonetheless, it is worth noting that exemptions from the foreign
investment and land ownership restrictions are generally available

to the companies which, among others, are granted investment

promotion from the Board of Investment of Thailand (BOI) or
operate their businesses in the industrial park regulated by the

Industrial Estate Authority of Thailand (IEAT). In addition,
investors from a country having entered into a treaty with

Thailand, such as the Treaty of Amity and Economic Relations

between Thailand and the US, may be eligible for the exemption
if they satisfy the qualification requirement (e.g. the majority

shareholders are US citizens) and do not operate the

Treaty-restricted businesses (e.g. inland transportation and
(18)
banking involving depository functions).

(18)
Foreign entities wishing to engage in the FBA-restricted business activities in Thailand are
generally required to obtain the so-called çforeign business licenseé, the issuance of which
is subject mainly to the discretion of the officials. However, if they fall within any of the
FBA exemptions, they may simply apply for the foreign business certificate, the issuance
of which does not involve the exercise of discretion by the officials. Sections 10, 12 of the
FBA.

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