Since January 2026, the Department of Business Development (“DBD”) has adopted a more stringent approach to the review of company registrations and corporate restructuring matters. The DBD has strengthened its regulatory framework by placing greater emphasis on transparency and the verification of genuine ownership, funding, and actual control of Thai companies.
From the beginning of 2026, the DBD has introduced a series of measures aimed at enhancing transparency in company registrations and strengthening its regulatory oversight of corporate structures involving foreign participation. In particular, the Order of the Office of the Central Company and Partnership Registration No. 2/2568 (“Order No. 2/2568” ), which became effective on 1 January 2026, and the Order of the Office of the Central Company and Partnership Registration No. 1/2569 (“Order No. 1/2569” ), which became effective on 1 April 2026, now require companies and partnerships to submit more comprehensive financial and declaratory evidence at the time of registration, capital increase, or other relevant registration when the shareholding or management structure changes.
This article summarizes the key changes and what they mean in practice for limited partnerships and companies operating in Thailand, including those holding Board of Investment (“BOI”) promotion.
Background on the DBD’s Requirements
Thailand’s foreign investment regulations are primarily governed by the Foreign Business Act B.E. 2542 (1999) (“FBA”), which restricts foreign individuals and foreign-majority owned entities from operating in designated business categories unless they hold a Foreign Business License (“FBL”) or a Foreign Business Certificate (“FBC”), qualify for treaty protection, or obtain investment promotion privileges, such as those granted by BOI. The FBA also prohibits nominee arrangements whereby a Thai national holds shares or serves as a director on behalf of, or for the benefit of, a foreign investor in order to circumvent the restrictions imposed under the FBA.
In practice, these measures reflect the DBD’s enhanced regulatory approach, whereby the registration process extends from a formal, documentation-based review toward more substantive assessment of the actual ownership structure, source of funds, management, and control of the entity.
Enhanced Capital Verification at Incorporation, Effective 1 January 2026
The DBD has traditionally required a bank letter confirming that a Thai shareholder holds capital sufficient to cover their share subscription, under the Order of the Central Partnership and Business Registration Office No. 205/2555. This order has now been superseded by Order No. 2/2568, which applies to all new company and partnership registrations filed with the DBD on or after 1 January 2026.
Under the Order No. 2/2568, supplementary evidence of a Thai shareholder’s genuine financial capacity is mandatory in either of the following situations:
- A foreign investor subscribes for less than 50% of the share or partnership capital of the entity; or
- All shareholders are Thai, but the sole authorized director is a foreigner, or a foreigner is required as a joint signatory.
Where either condition applies, each affected Thai shareholder must now submit bank statements covering a three-month period, the month in which the share or partnership subscription is made, plus the two preceding months, from the specific account used to pay for the subscription. The statements must clearly show a withdrawal or transfer record matching the date and amount of the subscription payment.
The purpose of the three-month window is to allow the DBD to assess whether the funds are genuinely held by the Thai shareholder over a sustained period, rather than deposited temporarily by a foreign party solely to satisfy the registration requirement. While this review cannot conclusively rule out indirect foreign funding, it raises the evidentiary bar for demonstrating independent financial capacity.
New Investment Confirmation Statement for Structural Changes, Effective 1 April 2026
A second measure, Order No. 1/2569, addresses a gap in the earlier rules at the point of initial incorporation, which allowed some companies to register with 100% Thai ownership first and add foreign partners or directors later without equivalent scrutiny.
Order No. 1/2569 closes this loophole by extending documentation requirements to subsequent amendments as well. Under the Order, an Investment Confirmation Statement must be filed with the DBD whenever a company or partnership amends its structure to add:
- A foreign partner to a limited partnership that previously had only Thai partners, or previously had foreign partners holding 50% or more of the capital, where the change brings foreign participation below 50%; or
- A foreign authorized director or joint signatory to a limited company that previously had only Thai authorized directors, including in merger and acquisition scenarios where the incoming foreign director is appointed at the same time an existing Thai director is removed.
The standard Investment Confirmation Statement Form prescribed by the DBD must be signed by the authorized managing partner or authorized director who signs the amendment application, and must confirm the following:
- Verified capital: that all partners or shareholders have actually paid the capital contributions registered with the DBD;
- An anti-nominee declaration: that no Thai national is assisting, aiding, or participating in a foreigner’s business as a nominee; and
- Acknowledgement of the legal consequences of a false statement: including penalties under the FBA of up to three years’ imprisonment, a fine of THB 100,000 to 1,000,000, or both, in addition to potential liability under the Criminal Code for false declarations.
Broader Scrutiny of Ownership and Management Control
The new DBD Orders represent a significant step toward strengthening the enforcement against nominee arrangements while continuing to support legitimate foreign investment in Thailand. Accordingly, investors are encouraged to review their shareholding, management, and control structures, as well as the source of investment funds, to ensure that they reflect genuine commercial arrangements and comply with the new requirements before implementation.
Proper structuring and compliance with the DBD’s enhanced scrutiny will help foreign investors continue to benefit from Thailand’s favorable investment environment while reducing potential regulatory risks.
This article is provided for general informational purposes only and does not constitute legal advice. Requirements under DBD orders and related regulations may be updated or applied differently depending on individual circumstances. Companies should seek specific legal advice before relying on the information above.
