On 28 August 2026, Thailand published two Ministerial Regulations expanding the activities that foreign-owned companies may conduct without a Foreign Business Licence (FBL) or Foreign Business Certificate (FBC). Both regulations took effect on publication.
The exemptions are narrow. They remove the FBL/FBC requirement only for the specified activities; licences, approvals and conditions imposed under sector-specific laws continue to apply.
These effective rules are separate from the DBD’s consultation on five further proposed FBL exemptions, open until 30 September 2026. Those proposals are not yet in force.
Activities covered
One regulation revises and extends the service-business exemptions. The other creates two specific exemptions for derivatives agency activities.
1. Service-business exemptions
Ministerial Regulation No. 5 makes two sets of changes to the service-business exemptions under the Foreign Business Act.
Expanded securities and derivatives exemptions
- Securities financing: lending money to finance securities purchases and purchasing securities under an agreement to sell them back.
- Derivatives: the service-business regulation updates the exemptions for derivatives dealers, advisers and fund managers. It expressly covers activities involving underlying goods or reference variables outside the scope of the Derivatives Act, and transactions settled by reference to exchange rates or interest rates outside a derivatives exchange.
Six additional service categories
- Telecommunications: services under a Type 1 licence, for operators without their own telecommunications network, within the category open to free provision under telecommunications law.
- Treasury centres: treasury-centre operations under Thailand’s exchange-control rules.
- Shared management services: administrative, human-resources and information-technology management services provided between related legal entities.
- Domestic debt guarantees: guarantees of debt within Thailand between related legal entities.
- Space for employee-service machines: leasing part of a company’s premises for electronic financial-service equipment or automated machines supplying goods or services for employees’ benefit and convenience.
- Petroleum drilling: drilling services performed under a direct contract with a petroleum concessionaire, production-sharing contractor or service-contract holder under petroleum law.
For shared management services and domestic debt guarantees, the provider and recipient must satisfy one of the applicable relationship tests. The table below distinguishes the 25% and 50% capital thresholds.
2. Derivatives agency: two specific exemptions
The separate brokerage or agency regulation exempts acting as an agent in the following derivatives transactions:
- Derivatives whose underlying goods or reference variables fall outside the scope of the Derivatives Act.
- Derivatives requiring cash settlement calculated by reference to exchange rates or interest rates, with transactions conducted outside a derivatives exchange.
These provisions do not create a general exemption for brokerage or agency businesses.
Companies relying on an exemption must still comply with the applicable requirements of the Securities and Exchange Commission, National Broadcasting and Telecommunications Commission, Bank of Thailand, Ministry of Energy or other competent regulator.
Related-company tests
Shared administrative, HR and IT management services and domestic debt guarantees qualify where at least one of the relevant relationship tests below is met:
| Relationship test | Shared services | Domestic debt guarantees |
|---|---|---|
| Common shareholders or partners, counted by number | The same persons constitute more than half of the shareholders or partners in each entity. | The same persons constitute more than half of the shareholders or partners in each entity. |
| Common shareholders or partners, measured by capital | Hold at least 25% of the capital of each entity. | Hold at least 50% of the capital of each entity. |
| One entity holds shares or a partnership interest in the other | At least 25% of the other entity’s capital. | At least 50% of the other entity’s capital. |
| Common directors or partners with management authority | The same persons constitute more than half in each entity. | The same persons constitute more than half in each entity. |
These are alternative tests. Companies should document the particular relationship on which they rely.
Practical effect
The regulations reduce duplicate licensing where an activity is already governed by another regulator or is confined to a qualifying corporate group. They do not create a general exemption for foreign-owned service businesses.
For qualifying activities, neither an FBL nor an FBC is required under these exemptions. Existing licence or certificate holders should confirm that the exemption covers their actual operations and check any necessary steps with the Department of Business Development before surrendering or amending an existing authorisation.
Before relying on an exemption, a company should confirm:
- that its actual activity falls within the precise regulatory wording;
- that all sector-specific licences and approvals remain valid;
- that the applicable related-company test is satisfied; and
- that any activities outside the exemption are separately authorised.
Agricultural-futures proposal not yet effective
The Cabinet also approved in principle a separate draft Royal Decree concerning agricultural commodity futures in May 2026. That instrument was not included in the Royal Gazette publication of 28 August 2026. As of 30 August 2026, it should not be treated as effective unless and until the final Royal Decree is published.
The new regulations implement part of the reform package discussed in our earlier analysis of the proposed 2026 FBA amendments.
Official sources: Ministerial Regulation on Brokerage or Agency Businesses; Ministerial Regulation on Service Businesses (No. 5).
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