Promoted companies are required to comply with the conditions set forth in their promotion certificate. However, they may request changes to their project to align with the business environment after receiving the investment promotion certificate. Examples include:
Projects seeking to change the product type must fulfill certain criteria. Firstly, these projects must not have commenced operations and should align with the types of businesses endorsed by the Board of Investment (BOI), in accordance with Board of Investment Announcement No. 2/2014. The changes will take effect from the date the company submits the project amendment request form. Additionally, the amendment in product type can be classified into three cases, detailed as follows
- Request to amend the product type without additional investment in machinery
- Request to amend the product type with additional investment in machinery
- Termination of a product type must not alter the fundamental nature of the project in a way that conflicts with the project approval criteria. If the termination affects the project's compliance with these criteria, the investment promotion certificate may be revoked.
Supporting Documents for Consideration:
1) The completed project amendment request form (F PA PC 01) with all required information
2) Submit the project amendment request form to Investment Promotion Division 1–4 at the Office of the Board of Investment or to the Regional Economic Investment Centers 1 – 7.
Additional Information: Announcement of the Board of Investment No. Por. 3/2547 on the criteria for consideration of project amendment approval in the case of additional investment
The investment promotion certificate specifies the maximum production capacity or service capacity of the promoted project.
If the project produces or provides services beyond the capacity stated in the investment promotion certificate, the excess production will not be eligible for corporate income tax exemption. However, the excess production capacity beyond what is stated in the certificate can be used to account for raw materials. The adjustment of production capacity can be categorized into four cases as follows:
Case 1: Increasing production capacity through additional investment in machinery
The project must be one that has not yet commenced operations. It may increase the total production capacity by no more than 30 percent of the capacity specified in the original promotion certificate
Supporting Documents for Consideration: The completed project amendment request form (F PA PC 01) with all required information download the project amendment request form here
Additional Information : Announcement of the Board of Investment No. Por. 3/2547 on the criteria for consideration of project amendment approval in the case of additional investment.
Case 2: Increasing production capacity through additional working hours
The project will be allowed to increase production capacity in proportion to the increased working hours, regardless of whether the project is already operational or not.
Supporting Documents for Consideration: The completed request form for an increase in production capacity (due to increased working hours) (F PA PC 15).
Download the request form for an increase in production capacity (due to increased working hours) here.
Download the request form for an increase in production capacity (due to increased working hours) here.
Case 3: Increasing Production Capacity Based on Engineering Facts
Supporting Documents for Consideration: The completed project amendment request form (F PA PC 01) with all required information download the project amendment request form here
Case 4: Decreasing Production Capacity
The BOI will allow a reduction in production capacity, provided that it does not compromise the core objectives of the project or violate the minimum criteria for investment promotion.
Supporting Documents for Consideration: The completed project amendment request form (F PA PC 01) with all required information download the project amendment request form here
Submit the project amendment request form to Investment Promotion Division 1–4 at the Office of the Board of Investment or to the Regional Economic Investment Centers 1 – 7.
The BOI has established conditions for the production or service process, which the recipients of the promotion must adhere to.
In cases where products are not produced according to the approved production process, they will not be considered as products eligible for promotion. Therefore, revenue from the sale of such products will not be eligible for corporate income tax exemption, and the raw material for these products cannot be written off the promoted raw material list. The modification of the production process is categorized into four cases as follows:
- Adding steps to the production process by investing in additional machinery must be for a project that has not yet commenced operations.
- Adding hiring steps must not cause the core aspects of the project to conflict with the minimum criteria for investment promotion.
- Reducing production steps must not cause the core aspects of the project to conflict with the minimum criteria for investment promotion.
- For other cases, the company can submit a request for the BOI to review on a case-by-case basis, and additional special conditions may be set to align with the specific modification.
Supporting Documents for Consideration:
1) The completed project amendment request form (F PA PC 01) with all required information
2) Submit the project amendment request form to Investment Promotion Division 1–4 at the Office of the Board of Investment or to the Regional Economic Investment Centers 1 – 7.
The applicant for promotion must specify the condition of the machinery used in production. The use of such machinery will be stipulated in the investment promotion certificate, which the recipient must adhere to. If the recipient fails to comply with these conditions, the investment promotion certificate may be revoked.
Therefore, if the investment promotion recipient has modified their investment plan regarding machinery - for example, changing from investing in all new machinery to using used machinery imported from abroad - the applicant must submit a request to amend the project for review by the BOI. The preliminary review guidelines are as follows:
(1) All used machinery to be used in the project must have a performance certificate from a reputable institution, regardless of whether the machinery is granted benefits such as import duty exemptions or reductions.
(2) If the machinery is the main machinery of the project, it cannot be put into operation until the company obtains a performance certificate for the machinery and amends the project to seek approval for using the used machinery (in cases where there are conditions requiring all new machinery).
Supporting Documents for Consideration:
1) The completed project amendment request form (F PA PC 01) with all required information
2) Submit the project amendment request form to Investment Promotion Division 1–4 at the Office of the Board of Investment or to the Regional Economic Investment Centers 1 – 7.
Recipients of investment promotion will have conditions related to registered capital or capital call set forth in the investment promotion certificate. If they are unable to comply with the conditions specified in the certificate, they must request an amendment to the registered capital conditions for review by the BOI. The preliminary guidelines are as follows:
- If the investment promotion certificate sets a registered capital requirement higher than what is necessary for the approved project, it will be allowed to amend the project to reduce either the registered capital or the capital call. However, this must not cause the debt-to-equity ratio to fall below the specified criteria.
- If the reduction in registered capital is intended to address accumulated losses or to repay shareholders, the BOI will review and consider such requests on a case-by-case basis.
Supporting Documents for Consideration:
1) The complete request form for approval to amend registered capital (F PA PC 09)
2) Submit the request form for approval to amend registered capital to Investment Promotion Division 1–4 at the Office of the Board of Investment or to the Regional Economic Investment Centers 1 – 7.
If a recipient of investment promotion wishes to adjust the shareholder ratio of the company, they may request the BOI to review the amendment to the shareholder ratio. The preliminary review guidelines are as follows:
Case 1: If there is a change in the shares held by foreigners or Thais, and the Thai/ foreign share ratio in the company still complies with the Thai shareholding conditions specified in the investment promotion certificate (e.g., Thai shares must be at least 51%), no project amendment is required in this case.
- The recipient of the investment promotion can proceed with the changes with the Department of Business Development, Ministry of Commerce first, and then provide the relevant documents, such as the updated shareholder list (BOJ 5), to the BOI for notification.
Related Documents:
Copy of the shareholder list (BOJ 5)
Submit documents to the Investment Promotion Division 1-4, Office of the Board of Investment, or to the Regional Economic Investment Centers 1-7.
Case 2: If there is a change in the shares held by foreigners or Thais, and the Thai share ratio in the company conflicts with the Thai shareholding conditions specified in the investment promotion certificate (e.g., Thai shares change from 51% to 49% while the certificate requires at least 51% Thai shares), the recipient of the investment promotion must submit a request for review by the BOI. Additionally, if the recipient is involved in agriculture, livestock, fisheries, mining, or activities listed in Schedule 1 of the Foreign Business Act (which requires Thai shares to be at least 51% of the registered capital) and fail to comply with the Thai share ratio conditions and the aforementioned criteria, it may result in the revocation of the promotion.
Supporting Documents for Consideration:
1) The complete request form for approval to amend shareholder ratio (F PA PC 02)
2) Copy of the shareholder list (BOJ 5) prior to the amendment
3) Consent letters from all Thai shareholders/shareholders' meeting minutes showing the purpose of amending the shareholder ratio (for public companies, the minutes of the board of directors' meeting can be attached instead).
4) In the case of increasing the proportion of foreign shareholders, if approved, the company must submit proof of foreign currency inflow using the form of a money transfer notification or deposit slip issued by a commercial bank, corresponding to the amount approved for the increase in foreign shareholding. This documentation should be included with the amendment to the investment promotion certificate.
5) Submit the shareholder ratio amendment request form to Investment Promotion Division 1–4 at the Office of the Board of Investment or to the Regional Economic Investment Centers 1 – 7.
The BOI has set conditions for the location of the factory/establishment in the investment promotion certificate. If the recipient of the investment promotion wishes to relocation of the factory/establishment, it can be divided into two cases as follows:
- Relocating the factory/establishment within the same area specified in the investment promotion certificate (moving within the same province or remaining within the same industrial zone or estate) and in compliance with the relevant regulations does not require an amendment to the project. However, the recipient must submit a notification letter to the BOI to inform them of the relocation.
- Relocating the factory/establishment to a new location different from that specified in the investment promotion certificate (moving to a new province or a new industrial zone or estate). The recipient of the promotion can submit a request to amend the factory/ establishment location for review by the BOI.
Supporting Documents for Consideration:
1) Clarification letter (to be prepared by your company) must include the following key information: the investment promotion certificate number, the old address, and the new address of the establishment location.
2) The complete request form for approval to change/ add/ reduce the factory/ establishment location (F PA PC 03-07).
3) Copy of the company certificate (new version, with signature and company seal)
4) The original investment promotion certificate
5) Submit the project amendment request form to Investment Promotion Division 1–4 or to the Regional Economic Investment Centers 1 – 7.
(1) In addition to the above project amendments, recipients of the investment promotion can request amendments for other issues based on the project's facts, such as changing the unit of measurement for plastic parts production from 'pieces' to 'kilograms,' etc.
The consideration of such amendments will be based on the facts and appropriateness on a case-by-case basis.
Supporting Documents for Consideration :
1) The completed project amendment request form (F PA PC 01) with all required information
2) Submit the project amendment request form to Investment Promotion Division 1–4 or to the Regional Economic Investment Centers 1 – 7.
(2) Requesting an amendment to the project for additional rights and benefits, such as
(2.1) Requesting rights and benefits for import duty exemptions on goods imported for research and development under Section 30/1, including related testing. Recipients of the promotion who need to import goods for research and development during the R&D phase (in cases where they have not previously received benefits under Section 30/1) can request an amendment to the project for additional rights and benefits.
Supporting Documents for Consideration :
1) The complete request form for additional rights and benefits under section 30/1 (F PA PC 18)
2) Submit the project amendment request form to Investment Promotion Division 1–4 or to the Regional Economic Investment Centers 1 – 7.
Additional Information :
(1) Announcement of the Board of Investment No. 1/2560 on the Rights and Benefits for Import Duty Exemption on Goods Imported for Research and Development
(2) Announcement of the Board of Investment No. Por. 3/2562 on the Guidelines and Procedures for Using Rights and Benefits for Import Duty Exemption on Goods Imported for Research and Development, including Related Testing under Section 30/1
(3) Announcement of the Board of Investment No. Por. 4/2562 on the Procedures for Release and Guarantee of Goods Imported for Research and Development, including Related Testing under Section 30/1 through the Electronic System (RMTS)
(2.2) Requesting rights and benefits to enhance competitiveness: Recipients of investment promotion in Category A who wish to apply for additional rights and benefits based on the project's merits (merit-based incentives) can request an amendment to the project to include these additional rights and benefits. There must be remaining corporate income tax exemptions privilege under Section 31 in both the duration and the amount of the tax exemption granted.
Supporting Documents for Consideration :
1) The complete request form for additional rights and benefits to enhance competitiveness (F PA PP 37)
2) Submit the project amendment request form to Investment Promotion Division 1–4 or to the Regional Economic Investment Centers 1 – 7.
Additional Information:
(1) Announcement of the Board of Investment No. 2/2557 on Investment Promotion Policies and Criteria
(2) Clarification dated July 6, 2018, on the Application for Additional Rights and Benefits Based on Project Merits (Merit-Based Incentives) for Competitiveness Enhancement as per Announcement No. 2/2557
Business Transfer/Temporary Suspension of Business
• Transfer and Merger of Promoted Businesses
When a recipient of an investment promotion wishes to transfer or sell the promoted business with another party, the BOI will determine whether it is a transfer or merger of the business based on the legal entity receiving the transferred business.
1. In the case of a business transfer, the receiving entity is the same legal entity as the original one (no new legal entity is established).
For example: if Company A (BOI) and Company B (Non-BOI) merge, and only one of the original companies remains (A+B = A or A+B = B).
** Therefore, in the case of a business transfer, where Company B receives the promoted business from Company A (BOI), the guidelines and procedures for applying for promotion will follow the criteria set out in the Board of Investment Announcement No. 2/2547 on the Transfer and Merger of Promoted Businesses.
However, if Company A (BOI) receives the business of Company B (Non-BOI), Company A must follow the procedures and regulations set by the Ministry of Commerce for the business transfer (there is no need to notify the BOI).
2. In the case of a merger = The receiving entity is a newly established legal entity.
For example, when Company A and Company B merge to form a new legal entity (C) (A+B = C), this new entity is legally considered a separate legal entity from the original companies, regardless of whether it retains the name of A or B or is given a new name, C.
• Procedures for Requesting a Business Transfer/Merger
Case 1: If a new legal entity has not yet been established (in case of a merger), when submitting the merger request to the BOI, the applicant must specify the name of the new company and merger date.
Case 2: If the company has already transferred/ merged before submitting the request to the BOI, the company must submit the transfer/merger request within three months. This is because once the transfer/merger has occurred, the investment promotion certificate of the transferring company is valid three months from the date of the merger.
Therefore, if the company receiving the transferred business or the new company resulting from the merger does not submit the transfer/merger request within three months, the benefits of the investment promotion certificate will terminate. Additionally, the new company resulting from the transfer/merger will be required to pay all remaining taxes and duties of the transferring company.
The legal entity or the new legal entity resulting from the transfer/merger will only receive the rights and benefits equivalent to what remains on the investment promotion certificate of the transferring company. Therefore, the company should apply for investment promotion in advance of the merger date to allow for the preparation and issuance of a new investment promotion certificate on the merger date.
• Supporting Documents for Consideration (Review period of 30 business days):
For the recipient of the business transfer
1. A letter of explanation from the business requesting the transfer confirming responsibility for all tax liabilities related to machinery and raw materials of the transferring company, signed by a director and stamped with the company seal.
2. Application Form for Investment Promotion to Receive a Business Transfer (F PA PC 17) (signed by authorized directors collectively)
3. Detailed list of machinery to be transferred (must be included) with joint signatures
4. Detailed list of raw materials, essential materials, and items to be transferred (must be included) with joint signatures
5. Latest company registration certificate, not older than six months
6. Latest shareholder list (BOJ 5)
7. Latest financial statements
8. Power of attorney with a 30 Baht stamp duty, along with copies of the identification cards of both the grantor and the grantee, signed
9. In the case of a business transfer, a copy of the annual general meeting minutes of the shareholders must specify the purpose of the business transfer and the transaction value, with signatures from all shareholders. If the shareholders are legal entities, include the company profile and copies of the identification cards or passports of the authorized directors, along with their signatures.
For the transferring company
1. Request letter for business transfer from the company (company introduction letter)
2. List of raw materials and maximum stock quantities (in case of exercising raw material rights)
3. Latest company registration certificate, not older than six months
4. Latest shareholder list (BOJ 5)
5. First Invoice
6. Asset Register
7. Copy of the investment promotion certificate
8. Power of attorney with a 30 Baht stamp duty, along with copies of the identification cards of both the grantor and the grantee, signed
9. In the case of a business transfer, a copy of the annual general meeting minutes of the shareholders must specify the purpose of the business transfer and the transaction value, with signatures from all shareholders. If the shareholders are legal entities, include the company profile and copies of the identification cards or passports of the authorized directors, along with their signatures.
**** In the case of a business merger, if the merger involves a legal entity that does not have investment promotion, documents related to that legal entity must also be submitted for consideration of the merger approval (documents for the transferring entity). This is to facilitate the evaluation of the investment promotion criteria set by the BOI, such as the assessment of the debt-to-equity ratio (or shareholders' equity).
Additional Information: The Announcement of the Board of Investment Regulation No. 2/2547 on the Transfer and Merger of Promoted Investment Activities
• Temporary Suspension of the Business
In cases where the promoted company intends to suspend operations for more than two months, it must seek permission from the BOI before the suspension begins.
• Guidelines for consideration
- In cases where the promoted company has been authorized to commence operations and has all the machinery and equipment imported (with import tax exemption of reduction) and fully installed at the factory/ establishment
(1) In cases where the machinery is difficult to move, such as in the steel or petrochemical industries, a temporary suspension of operations for up to six months may be permitted without the need for an inspection of the facility.
(2) In cases where the machinery in the factory is easily movable or there are other concerns, an inspection of the facility will be conducted to ensure that the machinery is still properly installed and intact. Only after this inspection, temporary suspension of operations can be permitted.
- In cases where the promoted company has been authorized to commence operations but lacks the machinery and equipment necessary to carry out the project, it will be considered as an intention to not comply with the conditions of the promotion. Consequently, the investment promotion certificate shall be revoked.
• Supporting Documents for Consideration
1) The complete request form for temporary suspension of operations (F PM ST 01)
2) Submit the project amendment request form to Investment Promotion Division 1–4 or to the Regional Economic Investment Centers 1 – 7.
Cancellation of Investment Promotion Certificate
For BOI promoted companies that no longer wish to retain their promoted status, they can submit a letter requesting the cancellation of their investment promotion certificate to the BOI. The letter should explain the reasons for the cancellation, such as ceasing operations, discontinuing the production of promoted products, or ending tax benefits and not wishing to use non-tax-related benefits.
The BOI will review the use of benefits in various aspects through the BOI's and the Investor Club Association’s document management systems, including the use of benefits related to machinery, raw materials, corporate income tax, land, and skilled labor as per the company's received benefits. The company must submit the cancellation request letter along with supporting documents to the Investment Monitoring and Evaluation Division 1-2, or the Regional Economic Investment Centers 1 – 7, or through the E-SUBMISSION system.
Supporting Documents for Cancellation of Investment Promotion Certificate
2. Copies of Tax Form Por Ngor Dor 50 covering the period from the date of first revenue generation up to the end of the benefits period, including the most recent year
3. Latest Financial Statements
4. If benefits related to machinery and/or raw materials were exercised: Attach documents for the write-off of machinery and/or raw materials, which can be obtained from the Investor Club Association.
Note: All documents must be certified with signatures from authorized representatives as specified in the company's registration certificate.
