Thailand’s Board of Investment (BOI) has imposed new restrictions on foreign-majority shareholding and land ownership for companies in certain promoted activities. The changes took effect on September 1, 2025, but were not published in the Government Gazette until December 30, 2025, under Notification of the Board of Investment No. Sor. 7/2568 on the Amendment to List of Activities Eligible for Investment Promotion under Notification of the Board of Investment No. 9/2565, dated July 22, 2025. Foreign Land Ownership Restrictions Generally, foreign land ownership is one of the privileges granted to BOI-promoted companies, allowing them to own land to engage in the promoted activities. However, with these new restrictions, the BOI will no longer grant land-ownership privileges to foreign-majority-owned companies that conduct business activities in the following categories: Rolling, drawing, casting, or forging of nonferrous metals (category 5.4.9) Manufacturing of ferrous metal products or ferrous metal parts (category 5.4.11.2) Manufacturing of nonferrous metal products and/or nonferrous metal parts for industrial use (category 5.4.11.4) Manufacturing of other metal products, including other metal parts for industrial use (category 5.4.11.5) Manufacture of chemical products for industry (category 6.2) Manufacture of plastic products for industrial goods and parts (category 6.4.1) These restrictions do not apply to existing BOI-promoted companies that have at least three projects granted promotion under the same juristic person during the past 15 years (2011–2025) with total investment of at least THB 5 billion, excluding the cost of land and working capital. Foreign Shareholding Restrictions For companies to be eligible for BOI promotion in three other categories of business activities, at least 51% of the company’s registered capital must be held by Thai individual shareholders, unless the BOI-promoted activity is located within a special border economic zone as designated by the BOI. These three categories are: Manufacture of bags made of

Thailand’s Board of Investment (BOI) has tightened criteria for BOI-promoted companies to own land for residential use and introduced new procedures for land ownership applications under a new notification. Officially titled Notification of the Office of the Board of Investment No. Por. 9/2568 Re: Amended Criteria and Conditions for Permitting Foreign Juristic Persons Receiving Investment Promotion to Own Land for Office and Residence for Operational-Level Workers to Operate Business Granted Investment Promotion, dated July 18, 2025, the new notification was published in the Government Gazette on January 6, 2026, and is applicable to all applications submitted since the date of the notification (July 18, 2025). The new notification introduces an online application process for BOI-promoted companies seeking to own land for office use or residential purposes via the e-Land system, the BOI’s electronic system for land rights and benefits. Applications are reviewed virtually, and any requested amendments or additional documents must be submitted within seven business days. Failure to amend the application or submit any additional requested documents within this period will result in automatic rejection and removal of the application from the system. The new notification builds on the requirements specified in the previous notification on land ownership allowances for foreign companies, issued in 2024, by introducing additional qualification requirements for residences for operational-level workers (i.e., unskilled laborers). In this regard, such a residence must not be: Part of a land development project (housing estate), A condominium unit, or Classified as a house or commercial building.

On December 11, 2025, Vietnam’s National Assembly issued Resolution No. 254/2025/QH15 (Resolution No. 254) to address practical difficulties encountered in implementing the Law on Land 2024. The resolution provides specific mechanisms and policies to resolve issues related to land allocation, land leasing, and conversion of land-use purposes, while also addressing land valuation principles, timing of information collection, and land valuation methods. The resolution takes effect on January 1, 2026. Key provisions affecting investors are discussed below. Land Use Terms for Transferred Investment Projects The National Assembly has addressed situations where the remaining term of a transferred investment project is insufficient for the transferee’s business or financial plans. Resolution No. 254, along with the Law on Investment 2025, introduces aligned regulatory solutions. Under the Law on Investment 2025 (4th version submitted to the National Assembly for promulgation), if an investment project implemented prior to March 1, 2026, has been transferred and the transferor holds a Land Use Rights Certificate, has fulfilled all land-related financial obligations, and is not subject to termination, the competent authority may determine a new operating term if the remaining operating term does not meet the transferee investor’s financial or business plan. This adjustment occurs when approving or adjusting the investment policy or issuing or amending the investment registration certificate. The revised operating term is calculated from the date of the approval or issuance and must not exceed the statutory maximum of 70 years for projects in economic zones and 50 years for projects outside economic zones. Resolution No. 254 also permits adjustment of the land use term for transferred investment projects involving land, provided that the transferee investor pays additional land rent in accordance with applicable law, thereby ensuring consistency with the Law on Investment 2025. Land Rent Payment Options Resolution No. 254 generally expands the

Tilleke & Gibbins has contributed the Cambodia, Laos, Myanmar, Thailand, and Vietnam chapters to Infrastructure and Construction in Southeast Asia, a comparative guide developed by Drew Network Asia (DNA). The publication brings together insights from leading ASEAN law firms to address common legal and practical issues faced by participants in the construction and engineering sector across the region. Covering nine major Southeast Asian jurisdictions, the guide provides concise answers to frequently encountered questions relating to infrastructure and construction projects. Topics addressed include the regulatory environment, procurement practices, project structuring, risk allocation, contracting terms, dispute resolution mechanisms, and the enforcement of arbitral awards. Each jurisdictional chapter follows a consistent question-and-answer format, enabling readers to compare legal approaches and market practices across countries. This structure highlights both areas of convergence and key differences between jurisdictions, supporting more informed decision-making in cross-border projects and investments. While the guide offers a practical regional overview, it also underscores that legal frameworks and market practices vary significantly between jurisdictions and may be shaped by local principles and industry norms. Readers seeking jurisdiction-specific advice are encouraged to contact the practitioners listed at the end of each chapter. The full guide is available for download through the button below or directly from the DNA website.