International Distribution Center Setup in Thailand: Ownership and Incentives

What the 2026 guide calls an IDC

The BOI’s July 2026 Investment Promotion Guide lists International Distribution Centers as activity 10.11.2 under logistics service centers. The building alone is not the promoted activity . The conditions join a computerized storage facility to investment scale, paid-up capital, a multi-country distribution footprint, and an income mix weighted toward management fees on goods customers distribute abroad. Those operating facts should be documented before a company signs a long lease or buys a site in anticipation of an incentive.

An ordinary warehouse can perform receiving, storage, picking, and release without satisfying the BOI’s IDC definition. BOI’s published IDC explanation distinguishes a service that only accepts and releases goods from an IDC project. In particular, if a customer arranges the export and transport itself and the operator only stores and releases the customer’s goods, that fact pattern points to storage service rather than the qualifying IDC scope. Describe the operator’s actual role in order allocation, consolidation, dispatch, and distribution; do not infer IDC status from the company name or warehouse-management software.

The 2026 guide is the right starting point for a new application. Older documents may use earlier activity numbers such as 7.4.2 or describe past thresholds. A prior company approval, a warehouse permit, or an earlier BOI presentation does not establish eligibility for a new project under current conditions.

Separate the three ownership records

“Ownership” can mean who owns shares, who holds title to inventory, or who owns or leases the warehouse. A workable project can split these roles, but the contracts, invoices, site papers, and BOI application need to tell the same commercial story.

A foreign group can own the Thai operator if its business route supports that structure. BOI lists foreign ownership and land rights among non-tax incentives , while OSOS explains the FBC route for a BOI-promoted restricted activity after promotion rather than treating a general Foreign Business License (FBL) as a project-wide permission. The certificate is tied to the promoted scope. If the same company also buys and resells products, runs unrelated logistics services, or performs another restricted activity, map that revenue and activity separately with DBD.

For foreign investors comparing ownership routes, the available routes for a wholly foreign-owned Thai company are a useful separate screen. They do not decide whether the proposed warehouse operation meets the IDC activity conditions.

Test the revenue and investment model

The IDC threshold is a conjunction, not a menu. Missing one element can change the BOI route even if the site and business plan otherwise look substantial. The current guide’s 10.11.2 conditions should be recorded as separate gates:

In the income test, “more than 50 percent” is a strict threshold: 50 percent exactly is not more than half. The fee test is not a proxy for export turnover. Build a forecast that separates management fees on customer products distributed abroad from domestic distribution, storage-only fees, handling, repackaging, freight recharges, and any sale of goods. The BOI guide does not, by itself, settle how every mixed charge or the measurement period will be treated; obtain confirmation for the actual invoice model before treating forecasted amounts as qualifying income.

The THB 10 million paid-up capital test and the THB 100 million project-investment test measure different things. Keep both schedules in the application file and reconcile them to the same project plan; do not assume that the share-capital number automatically proves eligible capex.

An internal sensitivity test should stress the border cases: one fewer than five destination countries, fee income at 50 percent, delayed project assets, and a shift from customer-owned stock to own-account trading. Each should show which threshold fails and what operating change would be needed; it is not enough to show that total investment exceeds THB 100 million.

Compare IDC, DC, and smart-system DC

The nearest BOI category depends on what the project delivers, not which incentive sounds most attractive. Under the July 2026 guide, the three logistics-center activities have materially different tests and base benefit groups:

Group A3 carries a five-year corporate income tax exemption under the 2026 BOI basic incentive table , but Groups A2 through A4 have an exemption cap limited to 100 percent of project investment as determined by the Board. This is not a guaranteed five years of tax savings: the promoted project must earn eligible income, satisfy its certificate conditions, and have tax payable during the exemption period. Keep the tax calculation separate from customs-duty planning and non-tax permissions.

The 2026 guide also shows that Group B is not a corporate-income-tax holiday category in the basic table. It may still carry non-tax privileges for a promoted activity, subject to the project certificate and relevant laws. Location-based or merit-based incentives may have additional criteria and caps; do not add them to the IDC forecast unless the project independently meets the measure and the BOI confirms that it can be combined.

Identify permissions outside the BOI certificate

BOI promotion is one approval layer. The correct applicant, site right, and customs status should be established on their own facts. In particular, a foreign shareholding plan does not merge the investment certificate, business certificate, land right, and warehouse permission into one document.

Warehouse operation: identify the licensed operator

The Department of Internal Trade (DIT) maintains the Warehouse, Silo and Cold Storage Act and its permission materials. DIT’s published warehouse criteria list at least THB 5 million in paid-up capital and a compliant warehouse the operator owns or rents. They describe warehouse business around receiving and keeping goods for normal commercial remuneration; the DIT permit guidance identifies the application documents. A BOI IDC operator must still confirm current forms, scope, and any applicable exception with DIT. Use the DIT definition and current procedures to decide whether the proposed service needs a warehouse business permit; a third-party lease does not make the site owner the operator if another company contracts with customers, issues warehouse documents, and controls the service.

Where the warehouse operator also seeks BOI promotion, list the facility, location, and site-control basis in the project papers, then reconcile those details with the DIT file. If the model uses a rented facility, obtain a lease that clearly permits warehouse operations and provides the applicant the evidence and access needed for the DIT process. Confirm the current form, processing sequence, and any activity-specific exemption with DIT before opening.

Foreign shareholding and restricted services

A BOI certificate identifies the promoted activity; a Foreign Business Certificate is the separate evidence used for the relevant restricted business under the Foreign Business Act. Confirm which services and business descriptions the certificate covers before accepting customer contracts. If the Thai company will also buy goods for resale, provide third-party logistics outside the promoted project, or rent out space as a separate business, DBD should assess those activities separately. No Thai shareholder should be inserted as a nominee or appear to hold genuine capital without real economic rights.

The Thai operating company’s basic registration is also distinct from its regulated warehouse activity. Keep the statutory business objectives and company records aligned with the real operator before filing Thailand company registration ; the registration step does not replace DIT approval or establish BOI promotion.

Land ownership and bonded storage

A foreign-owned promoted entity may request land rights under Section 27 for the promoted investment, but the BOI states in its land-privilege procedure that the permitted area is the amount it deems appropriate. The investor must request authorization, satisfy land-use and other law checks, and then register title; BOI promotion alone does not let a foreign-owned company buy any warehouse plot it chooses. A lease avoids the transfer-of-title question, although zoning, building use, landlord consent, and the warehouse permit still require review.

A customs bonded warehouse is another choice, not a synonym for a BOI IDC. Thailand Customs requires a separate license to establish a bonded warehouse under Customs Act Section 112 . Seek that route only if the planned import, storage, processing, or export flow needs customs treatment under the bonded scheme; otherwise model a regular licensed warehouse and ordinary customs clearance.

Assemble an ownership-to-evidence file

A strong application package lets an officer follow one shipment from customer ownership to the warehouse, then to the destination and the relevant invoice. Prepare a reconciliation sheet that uses one project-company name and ties each evidence group to a condition rather than submitting disconnected corporate, lease, and sales documents.

The file should also state what does not qualify. A forecast that removes land, working capital, and non-eligible charges is easier to review than a single round-number investment claim. Likewise, show both the destination-country count and the proportion of total income in separate cells so that a project cannot appear to pass by mixing physical distribution reach with a separate revenue test.

Use one consistent project boundary: if a parent company owns the products, a Thai IDC handles them, a separate carrier exports them, and a different affiliate invoices a service, the application should explain the roles and legal relationships rather than simply aggregate group turnover. Any flow that does not match the proposed certificate scope is a point to resolve before filing.

Decide whether the Thai project is really an IDC

Proceed with an IDC assessment when the same Thai applicant can demonstrate the investment thresholds, an advanced computerized storage facility, distribution to five countries, and more than half of total income as the required customer-product management fees. Keep share ownership, cargo title, and site rights in separate files, then reconcile them to the application and projected invoices.

If the operation only stores and releases goods, mainly resells its own inventory, cannot evidence the five destinations, or falls at or below the fee threshold, pause the IDC incentive model and ask BOI to classify the actual service. Compare activity 10.11.3 DC only if its conditions fit; separately confirm DIT permission, foreign-business coverage, land authorization, and customs status before the warehouse opens.