Foreign shareholding in insurance activities is limited up to 49% of total voting capital and the majority of the board of directors must be Thai citizens.
[Obs.: as indicated by legal practitioners in Thailand: the notification issued in Janurary 2017 by the Minister of Finance does not change the foreign shareholding limits established by the law; it only clarifies the rules, conditions and procedures for an insurance company to request the authorisation of the Ministry of Finance to hold foreign shareholding in excess of the limitations established by law. This, however, is only possible on an exceptional basis in the event that the company's standing or operations are of a condition that might cause damage to the insured or the public, or for the purpose of strengthening the stability of any company or the stability of the Thailand's insurance business industry (For more information, please see Kennedys, 2017 and Tilleke & Gibbins International, 2017)].
On November 1, 2024, Thailand's Ministry of Finance issued a regulation allowing foreign investors to hold more than 49% of voting shares and appoint a majority of foreign directors in life insurance companies, subject to prior approval and specific conditions. The exemption applies only in cases where the company is in financial distress and existing shareholders cannot recapitalise the firm. As the measure codifies an exceptional, conditional process rather than amending the general foreign ownership cap, it does not alter the scoring under the FDIRRI.
"Section 1 
This announcement is called "Announcement of the Ministry of Finance on the criteria, methods, and conditions or time frame for requesting an exemption and an exemption for a person who is not of Thai nationality to hold shares exceeding forty-nine percent of the total number of voting shares that have been sold, or for having a director who is a person who is not of Thai nationality exceeding half of the total number of directors, in cases where a life insurance company has a status or operations that may cause damage to the insured or the public, B.E. 2567.
[...]
Section 3
In this announcement:
"Non-Thai national" means an alien under the Alien Business Act.
"Office" means the Office of the Insurance Commission. "Board" means the Insurance Commission.
Section 4
A company that will submit a request for a relaxation to allow a non-Thai national to hold more than forty-nine percent of its shares.
Of the total number of shares with voting rights that have been sold or have directors who are persons of non-Thai nationality exceeding half of the total number of directors to the Minister upon the recommendation of the committee in accordance with this announcement, must have the following characteristics:
(1) is a company whose status or operations may cause damage to the insured or the public in the following cases:
(a) In the event that the Registrar, with the approval of the Board of Directors, orders the company to correct its status or operations, orders an increase or decrease of capital in accordance with Section 53 of the Life Insurance Act B.E. 2535, as amended by the Life Insurance Act (No. 2) B.E. 2551, or the Minister orders the control of the company in accordance with Section 55 of the Life Insurance Act B.E. 2535, or
(b) In the event of a serious disaster that has a widespread impact on the insurance business, causing the company to have to pay a large amount of the insured amount to the insured or the public, and significantly affecting the capital adequacy ratio that the company must maintain by law.
(2) Existing shareholders cannot increase their capital and
(3) Unable to find Thai investors who can bring in additional capital to enable the company to continue its business with stability and security in the long term.
Section 5
A person who is not a Thai national to whom the Company will request an exemption to hold shares in the Company under Section 4 must be an insurance company or an insurance business group or a financial business related to the insurance business, who has the following qualifications and abilities:
(1) has expertise and experience related to the insurance business for a period of not less than ten years;
(2) has a stable financial and operational status, whereby such person or such person's parent company has received a credit rating of no less than A from an accepted credit rating agency and has a business network at the international level;
(3) There is a business operation plan, a plan to improve the company's financial and operational status, and a clear plan to transfer technology and expertise to improve management, strengthen the company's business potential and competitiveness.
(4) has the ability to bring in additional capital to enable the company under Section 4 to continue its business with stability and security, with the additional capital being no less than two billion baht and causing the company under Section 4 to have a capital adequacy ratio of no less than two hundred and fifty percent.
Section 6
In requesting a relaxation, the Company must do the following:
(3) There is a business plan that provides sufficient evidence and details to ensure that the following conditions can be fully complied with:
(a) There is a clear policy and operational strategy for improving the financial status and operations of the Company, improving management, enhancing the Company's business potential and competitiveness.
(b) There is a management system which includes human resource plans, information technology management systems and various types of risk management systems that can identify, assess, control and monitor the overall risks of the Company.
(c) There is a system of internal inspection and control, compliance with various related regulations.
(d) There is a fund management plan which must specify the target fund adequacy ratio level which must not be less than two hundred and fifty percent and a plan in case the fund adequacy ratio level is lower than the target level 2) (
There is a clear shareholder structure and it is in accordance with the law. (3) In the event that the company wishes to increase the number of directors who are non-Thai nationals to more than half of the total number of directors, such non-Thai nationals must have qualifications and not have prohibited characteristics as specified by law, including having roles, duties and responsibilities as specified in the announcement on good corporate governance of life insurance companies.
Section 7
The Company shall submit a request for relaxation to the Minister, upon the advice of the Board, together with supporting documents for consideration, at least as follows, through the Office:
(1) Evidence showing the business operations of the shareholder who is a person who is not of Thai nationality according to Section 5, such as a certificate of company establishment or a document showing the status of a juristic person conducting business certified by an embassy or consulate of that country located in Thailand, or a notary public or a person with the same authority as a notary public, etc. In the case where a person who is not of Thai nationality according to Section 5 is under the supervision of a regulatory agency in a foreign country, there must be a document showing permission to conduct business in that country from the regulatory agency.
(2) A permit to become a shareholder in the company under Section 4 in order to conduct business, or a certificate of standard operations in accordance with the regulations of the regulatory agency of that country in the case where a person who is not of Thai nationality under Section 5 is under the supervision of a regulatory agency in a foreign country.
(3) A certificate of a person who is not of Thai nationality according to Section 5 or a certificate of the parent company of such person as follows:
(a) undertake to supervise and take action to ensure that the company requesting an exemption under this announcement complies with all existing or future laws, regulations and policies of the regulatory agencies in Thailand;
(b) undertake to provide full liquidity support and capital increase to the company requesting the relaxation under this Announcement immediately when the capital adequacy ratio decreases or is likely to decrease below the target ratio specified by the non-Thai national in the plan under Section 6 (1) (d);
(c) undertake to provide information to the Office upon request;
(4) Details regarding shareholders who are non-Thai nationals, such as the business group and organization's structure diagram, expertise, past performance, financial statements certified by an auditor for the past three years, etc.
(5) The shareholding structure and list of directors of the Company at present and after the exemption is granted; (6) The business plan according to Section 6 (1) which has a period of at least three years and must include at least the following details:
(a) The Company's financial statement estimates for at least three years or until break-even, together with details of the assumptions used in preparing the financial statement estimates.
(b) Business strategies, vision, guidelines and goals for business operations, competitive strategies and target customer groups.
(c) A business plan showing the current status of the company and plans to improve the company's financial and operational status, transfer technology and expertise to increase potential and
Company's competitiveness (d) Analysis of the competitive environment of the insurance business, including strengths, weaknesses, opportunities and obstacles in doing business.
(c) Fund management plan, estimated fund adequacy ratio, fund raising guidelines, sources of funds.
(c) Human resource plans, providing personnel in various fields in sufficient numbers, qualifications and expertise, especially actuarial mathematicians, auditors and insurance underwriters.
(7) Details of the organizational structure after receiving the exemption
(4) Documentary evidence showing that the original shareholders do not wish to purchase additional shares.
[...]
Section 9
In considering the request for relaxation under this announcement, the Minister, upon the advice of the Committee, shall consider and inform the Company of the results of the consideration within ninety days from the date the Office receives the request, explanations under Section 8 and complete and correct documents.
In granting an exemption under paragraph one, the Minister, upon the advice of the Board, may grant an exemption to a person who is not of Thai nationality to hold shares exceeding forty-nine percent of the total number of shares with voting rights that have been sold, or to have directors who are persons of non-Thai nationality exceeding half of the total number of directors, for a period of exemption not exceeding ten years and may also stipulate any conditions. [...] 
When the period of relaxation granted under paragraph two or paragraph three, as the case may be, has expired, the Company must reduce the shareholding proportion of persons who are not of Thai nationality to no more than forty-nine percent of the total number of shares with voting rights and sold, and the number of directors who are persons of Thai nationality to less than half of the total number of directors within one year.
Section 10
When the exemption is granted by the Minister on the advice of the Board under this announcement (1) the company must register an increase in capital of not less than two billion baht and pay for the shares in full.
(2) A person who is not of Thai nationality under Section 5 is prohibited from selling or transferring shares that he/she holds in the company to another person who is not of Thai nationality.
Section 11 In the event that the company fails to comply with Section 6, Section 10 or the conditions or time frame specified by the Minister, with the advice of the Board, or the guarantor under Section 7 (3) fails to comply with the certificate provided, the Office shall order the company to complete the correction within the specified period, but not exceeding ninety days. If the company fails to complete the correction, the relaxation shall be deemed to have ended, and the company shall reduce the shareholding proportion of non-Thai persons and non-Thai directors to the same level as before the relaxation or not exceeding the amount specified by law. [...]" (Ministry of Finance Announcement, issued 1 November 2024 [google translation])
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"[...] Chapter I - Company [...]
Section 109. A company must have Thai nationals holding at least 75 percent of the total number of its voting shares that have been sold, and not less than three-fourths of the total number of its directors must be Thai nationals.
In case where the Commission deems it appropriate, the Commission may permit persons of non-Thai nationality to hold shares up to 49 percent of the total number of voting shares that have been sold, and permit persons of non-Thai nationality to serve as directors in a number exceeding onefourth, but less than one-half, of the total number of directors. 
In the event that the company's standing or operations are of a condition that might cause damage to the insured or the public, or for the purpose of strengthening the stability of any company or the stability of the life insurance business, the Minister, upon the recommendation of the Commission, is empowered to grant a waiver to permit the company to have shareholders or directors other than as specified in the second paragraph. The application for, and the granting of, permission under the second paragraph, as well as the application for, and the granting of, a waiver under the third paragraph shall be in accordance with the regulations, procedures, and conditions or time limits prescribed by the Commission or the Minister.When permission is granted by the Commission, or a waiver is granted by the Minister, the
Office of Insurance Commission shall announce that permission or waiver, together with the reasons and conditions or time limits, in the Government Gazette [...]"(LIFE INSURANCE ACT, B.E. 2535 (1992), as amended by Life Insurance Act No. 2, B.E. 2551(2008))
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"[...] Chapter I - Company [...]
Section 9. A company must have Thai nationals holding at least 75 percent of the total number of its voting shares that have been sold, and not less than three-fourths of the total number of its directors must be Thai nationals. In case where the Commission deems it appropriate, the Commission may permit persons of non-Thai nationality to hold shares up to 49 percent of the total number of voting shares that have been sold, and permit persons of non-Thai nationality to serve as directors in a number exceeding onefourth, but less than one-half, of the total number of directors.
In the event that the company's standing or operations are of a condition that might cause damage to the insured or the public, or for the purpose of strengthening the stability of any company or the stability of the non-life insurance business, the Minister, upon the recommendation of the Commission, is empowered to grant a waiver to permit the company to have shareholders or directors other than as specified in the second paragraph.
The application for, and the granting of, permission under the second paragraph, as well as the application for, and the granting of, a waiver under the third paragraph shall be in accordance with the regulations, procedures, and conditions or time limits prescribed by the Commission or the Minister.
When permission is granted by the Commission, or a waiver is granted by the Minister, the Office of Insurance Commission shall announce that permission or waiver, together with the reasons and conditions or time limits, in the Government Gazette.[...]"(Non-Life Insurance Act B.E. 2535 (Amended by Non-Life Insurance Act (No. 2) B.E. 2551 and (No. 3) B.E. 2558))
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"[...] Clause 4. A company that wishes to file an application with the Minister for relaxation of the regulation, upon the recommendation of the Commission under this notification, in order for a non-Thai person to hold shares in excess of 49 percent of its total voting shares sold, or for directors who are non-Thai persons to comprise more than one-half of the total number of its directors, must meet the following criteria: (1) have a capital adequacy ratio ("CAR") not lower than the rate specified in the Notification of the Insurance Commission re: Prescribing the Types and Categories of Capital Funds, Including the Rules, Procedures, and Conditions for Calculating Capital Funds of Life Insurance Companies; and (2) have a business operation plan to strengthen the security of the life insurance company and life insurance business as a whole.
Clause 5. A non-Thai person for whom relaxation will be sought by the company in order to hold its shares according to clause 4 must be an insurance company, or a company in a business sector that is related to and supports the undertaking of an insurance business, and must have the following qualifications: (1) have no less than 10 years of expertise and experience that are relevant to and support the undertaking of an insurance business; (2) have financial and operational security, with a credit rating of itself or its parent company not below "A" from a recognized credit rating agency, and with an international network of business operations; (3) have an explicit business operation policy and a plan for the transfer of technology and expertise, in order to develop the company's management system and enhance its business operation capability and competitiveness; and (4) be able to provide financial support to enable the company to implement the business operation plan specified in clause 4(2) as well as to continue its business with security and stability. [...]"(Notification of the Ministry of Finance Re: Rules, Procedures, and Conditions, or Time Limits for the Application for, and the Granting of, Relaxation for a Non-Thai Person to Hold Shares in Excess of 49 Percent of the Total Voting Shares Sold, or for Directors who are Non-Thai Persons to Comprise More than One-half of the Total Number of Directors in Order to Strengthen the Security of a Life Insurance Company, or to Strengthen the Security of Life Insurance Business, B.E. 2559 (2016))"
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"Clause 4. A company that wishes to file an application with the Minister for relaxation of the regulation, upon the recommendation of the Commission under this notification, in order for a non-Thai person to hold shares in excess of 49 percent of its total voting shares sold, or for directors who are non-Thai persons to comprise more than one-half of the total number of its directors, must meet the following criteria:
(1) have a capital adequacy ratio ("CAR") not lower than the rate specified in the Notification of the Insurance Commission re: Prescribing the Types and Categories of Capital Funds, Including the Rules, Procedures, and Conditions for Calculating Capital Funds of Non-Life Insurance Companies; and
(2) have a business operation plan to strengthen the security of the non-life insurance company and non-life insurance business as a whole.
Clause 5. A non-Thai person for whom relaxation will be sought by the company in order to hold its shares according to clause 4 must be an insurance company, or a company in a business sector that is related to and supports the undertaking of an insurance business, and must have the following qualifications:
(1) have no less than 10 years of expertise and experience that are relevant to and support the undertaking of an insurance business;
(2) have financial and operational security, with a credit rating of itself or its parent company not below "A" from a recognized credit rating agency, and with an international network of business operations;
(3) have an explicit business operation policy and a plan for the transfer of technology and expertise, in order to develop the company's management system and enhance its business operation capability and competitiveness; and
(4) be able to provide financial support to enable the company to implement the business operation plan specified in clause 4(2) as well as to continue its business with security and stability."(Notification of the Ministry of Finance Re: Rules, Procedures, and Conditions, or Time Limits for the Application for, and the Granting of, Relaxation for a Non-Thai Person to Hold Shares in Excess of 49 Percent of the Total Voting Shares Sold, or for Directors who are Non-Thai Persons to Comprise More than One-half of the Total Number of Directors in Order to Strengthen the Security of a Non-Life Insurance Company, or to Strengthen the Security of Non-Life Insurance Business, B.E. 2559 (2016))
Ministry of Finance Announcement, issued 1 November 2024
LIFE INSURANCE ACT, B.E. 2535 (1992), as amended by Life Insurance Act No. 2, B.E. 2551(2008))
NON-LIFE INSUREANCE ACT B.E. 2535 (Amended by Non-Life Insurance Act (No. 2) B.E. 2551 and (No. 3) B.E. 2558)
Notification of the Ministry of Finance Re: Rules, Procedures, and Conditions, or Time Limits for the Application for, and the Granting of, Relaxation for a Non-Thai Person to Hold Shares in Excess of 49 Percent of the Total Voting Shares Sold, or for Directors who are Non-Thai Persons to Comprise More than One-half of the Total Number of Directors in Order to Strengthen the Security of a Life Insurance Company, or to Strengthen the Security of Life Insurance Business, B.E. 2559 (2016)
[<a href="https://oiceservice.oic.or.th/document/File/Law/867/e9d31f25-459b-41ba-8229-ae594ba33249.pdf">Announcement</a>],[<a href="http://www.oic.or.th/sites/default/files/content/84240/883-4137.pdf">Act</a>],[<a href="http://www.oic.or.th/sites/default/files/content/86505/unofficial-non-life-insurance-act-b.e.2535-amended-2551-and-2558.pdf">Act</a>],[<a href="http://www.oic.or.th/sites/default/files/content/88133/87.prakaaskrathrwngkaarkhlang-ministry-finance-notification-non-thai-holding-more-49-percent-shares.pdf">Notification</a>],[<a href="http://www.oic.or.th/sites/default/files/content/88134/88.prakaaskrathrwngkaarkhlang-ministry-finance-notification-non-thai-holding-more-49-percent-shares.pdf">Notification</a>],[<a href="https://www.tilleke.com/sites/default/files/2017_Feb_Thailand_Insurance_Market_Liberalization.pdf">Other</a>],[<a href="https://www.kennedyslaw.com/thought-leadership/article/thailand-clarity-on-obtaining-permission-for-majority-foreign-ownership-in-insurers">Other</a>],[<a href="https://www.tilleke.com/insights/thailand-eases-foreign-shareholding-and-board-limits-for-life-insurance-companies/">Other</a>]