Thailand’s New Anti-Nominee Registration Rules 2026

Published: 23 July 2026Last updated: 23 July 2026Estimated reading time: 8–10 minutesPrepared and reviewed by WMC Accounting & Tax

From 1 August 2026, Thailand applies consolidated registration requirements under Central Partnership and Company Registration Office Order No. 2/2569 to certain company and partnership registrations involving foreign investment or foreign signing authority.

The measures strengthen the DBD’s review of whether shareholders or partners have genuinely paid their investment and whether the supporting financial records are consistent. They are a registration and documentary verification regime, not a complete prohibition on foreign investment.

Foreign ownership still depends on the business activity, the Foreign Business Act, licences, BOI promotion, treaties and other specific exemptions or permissions.

What Is DBD Order No. 2/2569?

Order No. 2/2569 consolidates registration measures for the establishment and amendment of limited companies and partnerships where foreign persons participate in the investment or have signing authority. The official Ministry of Commerce notice states that the order takes effect from 1 August 2026 and brings the relevant establishment and amendment measures into one framework.

The earlier measures included Central Partnership and Company Registration Office Order No. 2/2568 for certain new registrations and Order No. 1/2569 for certain amendments involving a foreign partner or a foreign authorised director. The official notice says the new order replaces the two earlier orders to reduce duplication, but the exact transitional treatment should be checked against the official order and the registrar’s instructions for the filing.

The order should be understood as a registration and evidence framework. It does not create one ownership limit for every type of Thai business and does not by itself decide whether a particular business activity may be carried on by a foreign-owned company.

Who May Be Affected by the New Registration Rules?

The following situations may fall within the scope of the relevant registration measures. The precise documents depend on the entity, filing type, existing structure and the registrar’s consideration.

New company or partnership registrations

A foreign person will hold less than 50% of the registered capital or capital contribution.
All shareholders are Thai, but a foreign director will have authority to sign and bind the company.
A partnership has foreign participation within the scope specified by the order.

Amendments to existing entities

A foreign person is added as a partner.
A foreign director is appointed with signing authority.
The company changes its director-signing conditions so that a foreign director gains authority.
The amendment falls within transitional provisions for an entity registered after the effective date.

Not every appointment of a foreign director automatically triggers every document in every case. The official order and the registrar’s requirements should be checked for the specific filing.

What Documents May Be Required?

The order and its attached forms focus on evidence of the payment and receipt of capital. The following documents may be relevant, depending on the filing.

1. Investment clarification letter

The DBD form records information such as registered capital, capital called and paid, each Thai shareholder’s or partner’s investment, the date and amount of a transfer or withdrawal, the paying bank account and the account receiving the investment.

2. Thai shareholders’ bank statements

Where required, bank statements may need to cover the prescribed period and show withdrawals or transfers matching the declared investment. Under earlier DBD rules, this has included statements covering the preceding three months counted back from the relevant capital payment date; this should not be treated as a universal requirement for every company.

3. Statement of the receiving account

The receiving account should show capital payments corresponding with the payer, date and amount declared in the registration documents. The DBD’s Order No. 2/2569 form asks for the receiving account details and a schedule of payments received from the relevant shareholders or partners.

4. Investment confirmation letter

For certain amendments, the authorised partner or director confirms that the partners or shareholders genuinely invested, the capital was paid, the structure does not involve Thai persons assisting foreigners as nominees and the information submitted is true. The DBD’s earlier Order No. 1/2569 form is an example of this type of confirmation.

5. Additional supporting evidence

Depending on the circumstances, the registrar may request source-of-funds evidence, international transfer slips, loan agreements, shareholder agreements, minutes and resolutions, the register of shareholders, proof of capital payment or explanations of relationships between investors. These are examples of possible supporting evidence, not a mandatory list for every filing.

Why Does the DBD Review Both the Paying and Receiving Accounts?

A withdrawal from a Thai shareholder’s bank account alone does not prove that the money reached the company as share capital. Reviewing both sides of the payment helps establish whether the shareholder had access to the investment funds, whether the money left the shareholder’s account, whether it entered the designated receiving account and whether the dates and amounts correspond.

This approach may also help identify funds that were temporarily circulated through several accounts or were provided by another person. The purpose is to compare the declared ownership structure with the financial records, not to assume that every Thai shareholder is a nominee.

Source of funds

Thai shareholder’s bank account and available investment funds.

Transfer or withdrawal

Payment leaves the payer’s account on the declared date.

Receiving account

Company or authorised account records the payment received.

Capital record

Accounting and corporate records reflect the paid capital.

DBD documents

The registration filing explains the payment consistently.

What Is a Nominee Shareholder in Thailand?

A nominee arrangement generally involves a Thai individual or Thai entity holding shares, contributing capital or appearing to exercise rights on behalf of a foreign person so that the foreign person can avoid restrictions under the Foreign Business Act.

Nominee status is not determined by nationality or ownership percentage alone. Relevant facts may include who supplied the investment funds, whether the Thai shareholder bears genuine financial risk, who receives the economic benefit, who controls voting and management decisions, whether the Thai shareholder independently exercises shareholder rights, whether there is an agreement to transfer the shares back, whether funds were provided by the foreign investor or the company and whether the shareholder had the financial capacity to invest.

Financing arrangements must be assessed on their real terms and purpose. A shareholder loan is not automatically unlawful, but the parties should retain documents that explain the transaction and its commercial basis.

Does the New Order Change Thailand’s Foreign Ownership Rules?

No, not by itself. The order concerns registration procedures and supporting documents. It does not create a single ownership limit for all Thai businesses.

Ownership and licensing may depend on the business activity, the Foreign Business Act and its annexed lists, a Foreign Business Licence, a Foreign Business Certificate, BOI promotion, the Treaty of Amity where applicable, sector-specific legislation and licences, or another exemption or permission.

What Are the Legal Risks?

The official DBD investment confirmation form warns that Thai persons or non-foreign juristic persons assisting or supporting foreign persons to evade or violate the Foreign Business Act may face consequences under Section 36. The form states that the relevant offence may carry imprisonment of up to three years, a fine from THB 100,000 to THB 1,000,000, or both.

The same form warns that providing information to the registrar that does not match the facts may create liability for false information to an official under Thai Criminal Code Sections 137 and 267. The application of these provisions depends on the facts and the relevant legal process. Professional legal advice should be obtained where a structure involves restricted activities, complex funding or potential nominee concerns.

WMC provides accounting and compliance support and does not provide criminal-law advice or act as a law firm.

Practical Checklist Before Filing with the DBD

Confirm that every shareholder or partner is a genuine investor.
Review the company’s intended business activities under the Foreign Business Act.
Confirm the source of each investor’s funds.
Prepare bank evidence before submitting the registration.
Match the payer name, receiving account, date and amount.
Avoid unexplained temporary transfers or circular movement of funds.
Review the proposed director-signing authority.
Ensure the paid capital agrees with the corporate documents.
Keep copies of all supporting evidence.
Obtain legal advice where the structure involves restricted activities or complex ownership arrangements.

Why the Accounting Records Still Matter After Registration

Registration is only one stage of operating a company. After registration, the company should ensure that its accounting records continue to support the corporate documents and the actual movement of funds.

Paid-up capital is correctly recorded.
The bank receipt agrees with the accounting entry.
Registered capital and paid-up capital are not confused.
Capital is not incorrectly recorded as a director loan.
The shareholder register agrees with DBD filings.
Subsequent refunds or payments to shareholders have a documented business basis.
Evidence is retained for future audit, banking, tax or regulatory review.
Capital and related-party transactions are properly reconciled.

Frequently Asked Questions

Can a foreigner still own 49% of a Thai company?

Potentially, depending on the company’s activities and the applicable legal route. A 49% holding is not automatically lawful or unlawful; the funding, control, licensing and commercial substance must be reviewed.

Can a foreigner be a director of a Thai company?

Potentially, but the signing authority and the company’s activities may affect the registration documents and any applicable foreign-business requirements.

Does every Thai shareholder have to submit a bank statement?

No universal answer should be assumed. The requirement depends on the filing, the structure and the applicable DBD order or registrar instruction.

What if a Thai shareholder borrowed money to invest?

The arrangement should be documented according to its real terms, including the lender, amount, repayment terms and purpose. The company should obtain legal and accounting advice before relying on the structure.

What if the investment money came from the foreign shareholder?

The source of funds and the actual economic arrangement should be reviewed carefully. The declared shareholder structure should not misrepresent who provided the investment or who receives the benefit.

Are existing companies affected?

Amendments involving a foreign partner, foreign authorised director or changed signing conditions may fall within the relevant measures, depending on the existing structure and transitional provisions.

Does the rule apply to a BOI-promoted company?

BOI promotion may provide a specific legal route, but it does not remove the need to check the registration documents and the conditions of the promotion. The company should confirm the position for its filing.

Is a three-month bank statement always sufficient?

No. Where a three-month period is relevant under an applicable DBD rule, the statement must still match the correct account, payment date and amount. The registrar may require other evidence.

Can the DBD request additional documents?

Additional documents may be requested depending on the filing, the structure, the payment trail and the registrar’s consideration.

What happens if the investment information is false?

False information may create legal consequences, including the provisions referenced in the DBD investment confirmation form. The facts should be reviewed with a qualified Thai lawyer.

Does the order apply to companies registered before 1 August 2026?

The answer may depend on the amendment and the transitional provisions. Do not assume that an existing company is automatically outside the rules or automatically covered.

Does the new order prohibit foreign-owned companies?

No. The order strengthens registration and documentary checks. Foreign ownership and licensing remain dependent on the business activity and the applicable legal route.

How WMC Can Support Your Company

WMC Accounting and Tax supports companies with the accounting and compliance aspects of establishing and operating a business in Thailand. Our work may include:

Reviewing capital-payment records from an accounting perspective.
Reconciling capital receipts with corporate and accounting records.
Preparing the initial accounting entries after incorporation.
Assisting with tax and VAT registration.
Setting up accounting records and monthly compliance.
Coordinating with legal advisers, auditors and corporate service providers.
Supporting annual financial statements and statutory filings.

Where legal interpretation, ownership structuring, licensing or Foreign Business Act advice is required, the company should obtain advice from a qualified Thai lawyer. WMC can coordinate with the appointed legal adviser as part of the implementation process.

Official Sources and Further Reading

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Disclaimer: This article is provided for general information only and does not constitute legal, tax or investment advice. Registration requirements may vary depending on the company structure, business activities, supporting documents, transitional provisions and the registrar’s consideration. The official DBD order and current laws should be reviewed before any registration or restructuring is undertaken.