Buying a BOI promoted company means acquiring a Thai company, or its business, while it holds a promotion certificate under the Investment Promotion Act B.E. 2520 (1977). Section 56 of the Act deals with what happens to the certificate when the promoted person ceases business, merges or transfers its business.
This article reads only what the Thai text of the Act says on that question. Where the Act is silent, the article says so and refers the reader to the Board of Investment.
Status note, 1 October 2026. This article reads the Thai text of the Investment Promotion Act B.E. 2520 as amended up to Act (No. 4) B.E. 2560, as published on the Board of Investment website. Confirm each section against the current official text. It is general information, not advice on a specific transaction.
What happens to a BOI promotion certificate when a promoted company is sold?
Section 56 paragraph 1 provides that where the promoted person ceases business, merges its business with another person or transfers its business to another person, the promotion certificate remains usable for no more than three months from the date of the cessation, merger or transfer. A sale of shares in the promoted person is not among the events the section names.
| Event | Named in section 56? | What the section says |
|---|---|---|
| The promoted person ceases business | Yes | The certificate remains usable for no more than three months from the date of cessation |
| The promoted person merges its business with another person | Yes | The certificate remains usable for no more than three months from the date of the merger |
| The promoted person transfers its business to another person | Yes | The certificate remains usable for no more than three months from the date of the transfer |
| A shareholder sells shares in the promoted person | No | The section does not address it |
What must a successor do to continue the promotion?
Section 56 paragraph 2 addresses the person who carries on the merged business or takes over the business. A successor who wishes to take over the promoted business on the conditions stated in the promotion certificate must file an application for promotion within the period in paragraph 1, which is the same three months.
The Board of Investment’s own FAQ site states that, for a merger of promoted businesses, the Board considers granting the privileges that remain to the original promoted person, and that the procedure follows the ordinary procedure for transferring a business. The Board of Investment website also carries a page on the transfer and takeover of promoted businesses. Confirm the current procedure with the Office of the Board of Investment before relying on it.
Do the conditions in the certificate still matter after a sale?
Section 20 lists the conditions the Board may attach to a promotion. Item (2) is “nationality and number of shareholders”. The certificate that the promoted person holds therefore has to be read for any condition of that kind before a buyer takes shares.
Section 54 provides that where a promoted person violates or fails to comply with the conditions the Board has set, the Board may revoke the rights and benefits granted, wholly or in part. Sections 55 and 55/1 deal with the tax consequences of a revocation and should be read in full. Our article on BOI land ownership covers the land provisions of the same Act.
Which documents does the Act refer to?
Sections 21 and 22 describe the steps that lead to a promotion certificate. These are the documents the Act itself refers to in the Board file of a promoted company.
- The Board’s resolution, notified to the applicant in writing by the Office within fifteen days (section 21).
- The applicant’s written acceptance, sent to the Office within one month of receiving the notice (section 21).
- The report on the start of operations (section 22).
- The promotion certificate itself, with the conditions it states.
Our guide to BOI quarterly reporting covers the reports a promoted company files afterwards.
Frequently asked questions
Does buying a BOI promoted company end the promotion?
Section 56 names cessation, merger and transfer of the business. It does not name a sale of shares. The conditions in the certificate and the Board’s power under section 54 still apply to the promoted person.
How long does the certificate last after a business transfer?
Section 56 paragraph 1 allows the certificate to remain usable for no more than three months from the date of the transfer.
What must the buyer of a promoted business file?
Under section 56 paragraph 2, a person who takes over the business and wishes to continue the promoted activity on the conditions in the certificate must file an application for promotion within that three-month period.
Can the Board revoke privileges after a sale?
Section 54 allows the Board to revoke rights and benefits, wholly or in part, where the promoted person violates or fails to comply with the conditions it has set.
Reading the certificate before buying a BOI promoted company
The first step in buying a BOI promoted company is to identify which of the events in section 56 the transaction involves. The certificate conditions and the Board file then show what applies to the promoted person. For the company-law side of a share purchase, see our guide to share transfers in Thailand.
Sources for the primary text: the Thai text of the Investment Promotion Act on the Board of Investment website, and the Board’s FAQ page on the merger of promoted businesses.
Acquiring a company that holds a BOI promotion certificate
Lex Bangkok advises on transactions involving companies that hold a BOI promotion. Please contact us to discuss a specific matter.