Thailand has regulated crypto businesses since 2018, earlier than almost anyone in Asia. In 2025 it went further. Offshore platforms that target Thai users now need a Thai licence, unlicensed exchanges have been blocked, and Thai residents pay no tax on crypto gains made through a licensed operator until the end of 2029. For a licensed operator, that is close to a protected market. Here is what it takes to get in.
The legal framework
Crypto businesses are governed by the Emergency Decree on Digital Asset Businesses B.E. 2561 (2018). The Securities and Exchange Commission (SEC) reviews applications and supervises licensees; the licence itself is granted by the Minister of Finance on the SEC’s recommendation. Running a digital asset business without a licence is a criminal offence.
Since the amending Decree (No. 2) B.E. 2568 of 12 April 2025, the licence requirement also reaches operators based abroad that target Thai users: for example a website in Thai, payment in Thai baht, a .th domain, staff in Thailand supporting users, search advertising aimed at Thailand, or Thai law chosen as governing law. From 28 June 2025, the authorities blocked access to unlicensed platforms, including Bybit, CoinEx and XT.com.
The seven licences
The Decree recognises seven digital asset businesses. An “exchange” licence is only one of them, and often not the one a foreign group actually needs:
| Licence | What it allows | Minimum paid-up capital |
|---|---|---|
| Digital asset exchange | Runs an order book matching buyers and sellers | THB 50m; THB 10m if it does not hold client assets |
| Digital asset broker | Acts for clients, routing orders to exchanges | THB 25m; THB 5m with restricted access to client assets; THB 1m with none |
| Digital asset dealer | Buys and sells on its own account with clients, outside an exchange | THB 5m |
| Digital asset fund manager | Manages digital asset portfolios and funds | THB 25m; THB 10m for institutional clients only, no custody |
| Digital asset advisor | Gives investment advice on digital assets | THB 1m |
| Custodial wallet provider | Holds private keys and digital assets for others | Set by SEC notification |
| ICO portal | Screens issuers and offers tokens to investors (approval by the SEC) | Set by SEC notification |
Capital must be paid up, and the licensee must keep shareholders’ equity at the required level at all times.
A practical point: if your business is a platform for Thai clients, you need an exchange or broker licence. If you only want to trade with Thai clients as principal, a dealer licence costs a tenth of the capital.
Requirements
- A Thai company. The applicant must be a private or public limited company incorporated in Thailand. A foreign company cannot hold the licence directly or through a branch.
- Fit-and-proper people. Directors, executives and major shareholders are vetted. Nominee shareholdings are a ground for refusal.
- Systems. IT security, custody with cold-wallet segregation, KYC and anti-money-laundering procedures, and the Travel Rule must work before the licence is granted, not after.
- People on the ground. A real office in Thailand, a compliance officer, and staff who can deal with the SEC in Thai.
- A business plan that shows how the operator will stay solvent and protect client assets.
Timeline
The official review period is 150 days from a complete application: 90 days at the SEC, then 60 days at the Ministry of Finance. Once licensed, the operator must start business within 180 days. In practice, incorporation, capital, systems, recruitment and the file itself take months before the clock starts. Plan for 9 to 12 months from decision to launch.
Cost
The official fees are the smallest part of the budget:
- Application fee: THB 30,000.
- Licence fee: THB 2.5m for an exchange, THB 1.25m for a broker, THB 1m for a dealer, THB 15,000 for an advisor.
- Annual fees: linked to activity, for example 0.002% of trading value for an exchange.
The real cost is elsewhere: the paid-up capital, which stays in the company; the custody and security infrastructure; and the salaries of a compliance team in Bangkok from day one, months before the first client. For a budget based on your model, write to insight@fintechlex.com.
Can a digital asset business in Thailand be 100% foreign-owned?
The answer is more complicated, and more interesting, than the usual “foreigners are limited to 49% in Thailand”. After reviewing the Digital Asset Decree, the Foreign Business Act (FBA), regulatory commentary and the actual ownership structures used by licensed operators, the answer appears to be: potentially yes, but an SEC licence should not be confused with permission under the Foreign Business Act.
The 49% rule is not a general Thai company-law rule
There is no universal rule that every Thai company must be 51% Thai-owned. The issue arises from the Foreign Business Act B.E. 2542 (1999). A Thai-incorporated company is treated as a “foreigner” under the FBA where foreigners hold 50% or more of its capital. That does not mean such a company cannot exist: a company can be incorporated in Thailand with 100% foreign ownership. The question is whether that foreign company may conduct a particular restricted business.
Many service businesses fall within List 3 of the FBA. Where they do, a foreign-owned company normally needs a Foreign Business Licence (FBL), a Foreign Business Certificate (FBC), a treaty entitlement or a statutory exemption before carrying on the activity. Digital asset businesses add another layer, because they also have their own regulatory regime.
Two possible interpretations
The Digital Asset Decree establishes licensing requirements for exchanges, brokers, dealers and other digital asset businesses. It does not say that 51% of a licensed operator must be Thai-owned. This creates two possible readings.
The first is that the Decree is the specific regime governing these businesses and displaces the general FBA restrictions. Once the SEC and the Ministry of Finance approve the operator, foreign ownership could reach 100% without a separate FBL. There are legal arguments for this reading, including the interaction between Section 26 of the Decree and Section 13 of the FBA, under which a special law prevails where it specifically governs foreign shareholding or the operation of businesses by foreigners.
The second is that the two statutes answer different questions. The SEC licence answers: are you authorised to conduct the regulated digital asset activity? The FBA answers: is a foreign-controlled company permitted to conduct that business in Thailand? The Decree regulates the licence, not foreign ownership, and silence is not an exemption. After looking at what actually happens in the market, I believe this second interpretation is the safer one.
How foreign groups have actually structured their Thai exchanges
GMO provides a useful example. When GMO-Z.com Cryptonomics (Thailand) launched its Thai cryptoasset exchange in 2021, GMO publicly disclosed its ownership: GMO-Z.com Pte Limited 49%, GMO-Z.com Holdings (Thailand) Company Limited 50.9%, and a Thai individual shareholder 0.1%. The company obtained authorisation from the SEC and the Ministry of Finance to operate a cryptoasset exchange.
Binance’s entry into Thailand is another example: Gulf Binance was structured with Gulf holding 51% and Binance 49%.
If the SEC licence alone removed the FBA issue, why would sophisticated international groups with first-class legal advisers structure their Thai businesses around the 49% threshold? It is not conclusive legal proof. But as evidence of market practice, it is difficult to ignore.
Does that mean 100% foreign ownership is impossible?
No. If the FBA applies, the conclusion is not “foreign ownership is limited to 49%”. The correct conclusion is: a company that is a foreigner under the FBA must determine whether the business requires an FBL, an FBC or another exemption. Those are two very different propositions. A 100% foreign-owned Thai company is perfectly possible. The question is whether it can obtain the authority to conduct the restricted activity.
Digital asset businesses may have a particularly strong FBL case
When considering an FBL, the Thai authorities can take into account technology transfer, know-how and the benefits to Thailand. A serious international exchange or broker can bring proprietary trading and matching technology, custody infrastructure, cybersecurity systems, blockchain expertise, transaction-monitoring and sanctions-screening tools, international liquidity, market-surveillance and risk-management systems, and specialist staff and training.
This is not merely foreign capital entering an ordinary local service business. It can form the basis of a serious FBL application. So instead of artificially staying below 50%, why not examine whether the foreign investor can obtain the FBA permission and own the business transparently?
The nominee solution is becoming increasingly dangerous
Thailand is intensifying enforcement against nominee shareholding. A Thai shareholder cannot hold shares on behalf of a foreign investor to avoid the FBA. Since 1 April 2026, the Ministry of Commerce requires Thai directors, in certain filings, to confirm that all shareholders have genuinely invested and that there is no nominee arrangement, under criminal liability.
The SEC is moving in the same direction. Since 16 August 2026, its rules on major shareholders of securities, derivatives and digital asset businesses look beyond the registered shareholder: a person who provides significant financing for the acquisition of a major shareholding, or otherwise controls it, must itself be approved by the SEC, and shareholders with a common financing provider are aggregated.
A structure cannot be made “Thai” merely by placing Thai names or Thai companies between the foreign investor and the regulated company. A Thai majority held through a holding company is exactly what these new rules look through. Regulators want to know: who owns it, who financed it, and who actually controls it?
This does not mean that the 51/49 structures used by existing operators are nominee arrangements, and there is no basis for that allegation from the published shareholdings. But based on what the Ministry of Commerce and the SEC have published about what they are now looking for, a structure of this type, with a Thai majority held through a holding company and a foreign partner providing the technology and the money, looks very much like the pattern they are examining. We do not say it is a nominee arrangement. We say that, today, it invites questions. Anyone designing such a structure today must consider substance, funding and control, not just the names in the share register.
The 2026 FBA reform makes the point even clearer
On 28 August 2026, two ministerial regulations removed a number of businesses from the requirement to obtain an FBL or FBC. Part of the rationale was that some of these businesses were already regulated by specialised legislation and regulators, making an additional FBA approval duplicative. The exemptions include specified activities under securities and derivatives legislation.
The point is made expressly in the analysis of the two Ministerial Regulations by the Thai firm Kudun & Partners (3 September 2026): where the SEC regime already covers an activity, a separate FBA licence was judged unnecessary. It is confirmed by Baker McKenzie (2 September 2026). Kudun also notes that new entrants in shared services, treasury or OTC derivatives can now structure a wholly foreign-owned Thai entity for these functions without any FBL or FBC application. That is exactly the distinction of this article: 100% foreign ownership is not impossible in Thailand; the real question is whether the activity still needs a permission under the FBA. FintechLex can carry out this analysis for you: whether your activity falls within an exemption, needs an FBL or FBC, or calls for another structure. Ask us for your FBA analysis.
There is no equivalent exemption for digital asset exchanges, brokers and dealers. Thailand clearly knows how to remove an SEC-regulated financial activity from the FBA when it wants to. It has just done so for certain financial activities, and not for digital asset businesses. That makes it increasingly difficult to argue that a digital asset licence automatically eliminates the FBA issue.
A BOI route, but only for the right part of the business
For international groups developing their own technology, the operation can be split into two genuine businesses:
- Company A, the technology company. It develops and owns the software, trading infrastructure, blockchain systems, cybersecurity, platform architecture, APIs and compliance technology. Depending on the activities and the BOI conditions, it may qualify for BOI promotion, be 100% foreign-owned and obtain an FBC for its promoted activities.
- Company B, the regulated business. It operates the exchange, broker, dealer, custodian, advisory, fund management or ICO portal business, obtains the SEC/Ministry of Finance authorisation, and deals with its own FBA position.
The distinction must be genuine. A foreign investor cannot set up a nominal “software company”, buy an off-the-shelf or white-label platform and assume the regulated activity has become a BOI-promoted technology business. The technology company must actually carry out the promoted activity, and the regulated company remains responsible for the regulated business. This structure makes sense for operators bringing their own technology; for a company operating someone else’s platform, the argument is considerably weaker.
So can a Thai crypto business be 100% foreign-owned?
My present view: yes, potentially, but not simply because the SEC grants a digital asset licence. There are two questions to solve:
- First: obtain the authorisation under Thailand’s digital asset regime (SEC and Ministry of Finance).
- Second: where the company is foreign under the FBA, establish the legal basis for it to conduct the business, whether through an FBL, an FBC, a BOI structure, a statutory exemption or another available route.
The 49/51 structures used by major international groups are valuable evidence that the FBA issue is real. But they are not proof that 49% is the maximum foreign ownership permitted by Thai law.
With Thailand strengthening beneficial-ownership scrutiny, attacking nominee arrangements and removing unnecessary FBA restrictions on already-regulated financial businesses, the old advice, “just put 51% in Thai hands”, deserves far more scrutiny than it once received. For an international operator bringing genuine technology, capital and expertise, the better question may now be: can we structure this transparently as a majority or 100% foreign-owned investment and obtain the necessary permissions? That is the question I would investigate before giving away 51% of the company.
And where a joint venture is genuinely the better route, the partner matters as much as the licence. Through our network in Thailand, we can introduce established Thai investors with the means and the interest to invest in this kind of business as real partners.
The tax argument for licensed operators
In June 2025 the Thai cabinet approved an exemption from personal income tax on capital gains from digital assets sold through licensed exchanges, brokers and dealers, from 1 January 2025 to 31 December 2029. For Thai investors, trading with a licensed operator is now cheaper than trading offshore. Combined with the blocking of unlicensed platforms, this pushes Thai clients towards licensed operators.
Thailand or Switzerland?
They do not compete. A Thai licence gives access to Thai clients; it does not passport anywhere. A Swiss structure gives an international base with a credible regulator. Groups that serve Asia and Europe often need both. For the Swiss side, see our Swiss Crypto Licence 2026 guide, and for the other Thai SEC licences (securities, derivatives, asset management) our overview of Thai SEC licences.
How we help
FintechLex has worked in Thailand since 1995. We help choose the right licence, structure the shareholding lawfully, introduce the right Thai investment partner where a joint venture is the better route, find and prepare qualified Thai directors and compliance staff, set up the office and prepare the SEC application. Write to insight@fintechlex.com.
This article is for general information only and does not constitute legal advice. Thai rules change often; check the current SEC notifications before acting.
