Silk Legal - Thailand's Law Firm for Business
Thailand's Law Firm for Business
Nominee shareholding crackdown
Thailand is checking who really owns your company.
Thai authorities are now auditing nominee shareholder arrangements that went unchecked for years. If you intend to do business in Thailand, it is important to set up your company lawfully to prevent fines and criminal liability.
Speak with a qualified lawyer
Our licensed counsel who will walk you through how to properly form a Thai company under the law.
Where to start
We can help at any stage
Setting up a Thai company?
Form the company & obtain the relevant licenses
Get the shareholding, capital and licence route right the first time, so you never need a nominee at all.
Get started → Already registered?Doubts about how your company was formed?
We review your shareholder register, share payments, licences and visas, then give you a written read on your position and your options.
Book a review → Growing & scaling the business?Obtain the right investment incentives
New licences, BOI promotion, extra work permits or a second entity, planned so the ownership behind them is legally compliant.
Let's discuss →
The crackdown
The 'loophole' that was being abused is now under major scrutiny.
The Foreign Business Act restricts foreign ownership across a long list of business activities. To get around it, many foreign owners took up to 49 percent of a Thai company and left the rest with nominee Thai shareholders who never paid for their shares. The foreign owner provides the capital and keeps control through side agreements or preference shares carrying most of the votes.
This arrangement was always illegal.
The difference now is enforcement. As of September 2029, the Department of Business Development is cross-checking shareholder records, reviewing share payment evidence, and following up on registered addresses. Thai police and the DSI have run joint investigations into nominee holdings in property, tourism, construction, and food and beverage. Thai nominee shareholders are also under scrutiny.
Some of the red flags include:
Share subscription money that was never actually paid up
Thai shareholders with no income to support their shareholding
One Thai name appearing across dozens of unrelated companies
Voting rights and preference shares that hand control back to the foreign side
Penalties for non-compliance
Up to 3 years
Maximum imprisonment under the Foreign Business Act for using or acting as a nominee, alongside fines of 100,000 to 1,000,000 baht.
Joint liability
Both the foreign owner(s) and Thai nominees are subject to administrative and criminal liability.
Daily fines
Continued operation after an order to stop attracts further daily penalties until the business is wound down or restructured.
What is at stake
Nominee structures do not stay on paper
Once a company's shareholding is questioned, it has to prove to authorities that the Thai shareholders paid for their own shares and exercise their own votes. Until it can, routine approvals may stall and authorities may probe further. A company under investigation may face the following:
Licence applications and renewals stall while the shareholding is reviewed
Work permits tied to the company are refused, and the visa that depends on them lapses
Banks freeze accounts or refuse to provide services when shareholding cannot be explained
Land held through the company can be investigated and forced into sale
To be clear about what can and can't be done
Changing the shareholding today does not undo how the company was held before. Any lawyer who tells you otherwise is overselling.
What we can do is tell you where your company stands now, and what lawful ownership of your activity would actually require. If you are already under investigation, you need litigation counsel, and we will say so rather than take the file.
Why we are trusted
We advise on what Thai law requires, not on what others have been getting away with
We tell you what is feasible
If a prospective company structure does not meet the requirements under Thai law, or we know the Department of Business Development will not accept it, we will tell you immediately.
Thai corporate law is our daily work
Our licensed Thai lawyers work with these regulations all the time, and we understand what the Department of Business Development and other agencies require when forming or running a company.
Everything explained in English
You get filings, options and risks in clear English, alongside clarifications on Thai documents. We make sure you truly understand what is going on in your business.
Built for people running a business
We plan around your launch dates and hiring commitments, and we sequence the work to limit disruption. Fees are transparent and quoted up front.
Services
What we handle for foreign-owned businesses.
01
Company formation and structuring
New Thai companies set up with a an ownership structure that complies with Thai law and free of nominee arrangements.
Entity choice, capital, and shareholder planning
Share transfers and capital increases
Shareholder and joint venture agreements
02
Acquiring and renewing licences
The permissions that decide whether you can legally conduct your business and renewals.
BOI promotion applications and reporting
Foreign Business Licence and Treaty of Amity
Sector licences for tourism, food, alcohol, finance, and digital assets
03
Regulatory compliance
The ongoing obligations that ensure businesses comply with relevant laws and requirements.
Annual filings, registered particulars, and corporate records
Facilitating board and shareholder meetings
Pre-inspection reviews and responses to official requests
04
Visa and work permit services
Legal status for you and your staff, sponsored by a company that can actually support the application.
Non-Immigrant B visas and work permits
BOI One Start One Stop applications
SMART Visa and Long Term Resident visa routes
Lawful structures
What a foreign-owned company operating in Thailand legally may look like.
Three routes that are open to foreign investors today. Which one fits depends on the activity your company actually carries on.
BOI promotion
100 percent foreign owned
Software, manufacturing, R&D, regional offices and other promoted activities can be wholly foreign owned, with land rights and streamlined work permits attached.
Foreign shares held in your own name
Treaty of Amity
US nationals and US companies
American investors can register under the 1966 treaty and hold a Thai company almost entirely, across most sectors apart from the reserved ones.
Treaty certification on file
Genuine joint venture
Thai majority, real partners
A Thai shareholder who pays for their shares from their own funds, sits on the board and shares the risk, with a shareholder agreement covering control, deadlock and exit.
Shares funded and documentedGeneral information on Thai ownership routes, not advice on any particular company.
Free download
Fact Sheet on Nominee Structures
What the Foreign Business Act requires, how nominee arrangements are identified, and what the current enforcement picture looks like.
FAQ
Questions we get every week.
My company has been held this way for eight years. Where do I stand?
We must conduct a review of the registry, share payment records, and relevant filings to have a better idea of your company's position. After an initial consultation and engaging our legal services, we can provide a written view of your position and what lawful ownership of your activity would involve.
If I change the shareholding now, does the past go away?
No. A change today is not a clean slate, and we will not tell you otherwise. This becomes a question about the company's ownership going forward and what options are available.
How long does setting up properly take?
The timeline for setting up a company varies on a case-by-case basis, although it can take about two to four weeks. BOI promotion and Foreign Business Licence applications run longer and depend on the activity. Visas and work permits follow after the company has been formed and complies with the relevant requirements.
Do you only work with large investors?
No. We work with single-founder companies as well as funded groups. The structure review is the same first step either way.
Will you take on a company that is already being investigated?
Yes, but please note that we cannot shield you from regulatory scrutiny, and we will not offer solutions that sit outside the law. What we can do is assess and reduce your exposure, prepare the relevant documents, handle regulator correspondence, and help you take concrete steps towards compliance.
Make an inquiry
Let's start with a conversation
Send us the basics. We will tell you what lawful ownership of a Thai business requires, what it involves, and what it costs. If you already have a company, we start with a review of how it is held.
Prefer to talk first? Call +66 2 107 2007 or email [email protected].
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Read our News & Articles section for more information about Thai corporate law.