With effect from 1 January 2026, the Department of Business Development (DBD) has introduced stricter evidentiary requirements for the registration of partnerships and limited companies in cases involving foreign investors or foreign authorized signatories. These changes are set out in DBD Central Registration Office Order No. 2/2568, issued in December 2025 and published in the Royal Thai Government Gazette.
Under the previous framework, enhanced scrutiny typically focused on companies with foreign shareholding approaching or exceeding statutory thresholds. The new instruction significantly broadens this scope.
The evidentiary requirements now apply not only where foreign investors hold shares below 50 percent, but also where a company:
- has no foreign shareholders;
- appoints a foreign director; or
- authorises a foreigner to co-sign or bind the company.
This expansion signals a shift away from a purely shareholding-based analysis toward a broader assessment of foreign involvement and potential influence over corporate affairs.
Mandatory Proof of Funding for Thai Shareholders
A central feature of the new instruction is the requirement for Thai shareholders or partners to demonstrate that their investment funds are legitimate and genuinely theirs.
In cases falling within the scope of the instruction, applicants must now submit evidence verifying the financial capacity of each Thai shareholder. This represents a substantive change in practice, as the burden of proof is placed squarely on Thai participants to substantiate the source and availability of their capital contributions.
To support this verification, the DBD now requires each Thai shareholder or partner to provide:
- a bank statement covering at least three months prior to the capital contribution; and
- transaction records showing withdrawals or transfers that:
- match the amount of capital paid; and
- correspond to the timing of the share subscription or capital injection.
This requirement is designed to allow registrars to assess whether funding patterns are consistent with genuine investment, rather than indicative of nominee or pass-through arrangements, which remain prohibited under Thai law.
What This Means for Businesses
For businesses involving foreign investors, directors, or authorised signatories, the new instruction will have tangible operational effects.
Company incorporations, share transfers, and restructurings can be expected to face more detailed scrutiny, particularly where Thai shareholders are unable to produce clear and consistent banking records. Start-ups, SMEs, and holding structures may experience delays if documentation is incomplete or misaligned.
The appointment of foreign directors or granting of foreign signing authority, even in companies that are nominally Thai-owned, will now require more careful upfront planning to ensure compliance with registration requirements.
To mitigate risk and avoid delays, businesses should consider:
- Reviewing shareholder structures and proposed signing authority before submitting registration applications
- Ensuring Thai shareholders maintain clear, traceable bank records for capital contributions
- Aligning capital injection timing and amounts with documentary evidence
- Anticipating longer processing timelines for registrations involving foreign participation
DBD Order No. 2/2568 marks a clear tightening of Thailand’s corporate registration environment. While the instruction does not introduce new ownership restrictions, it significantly raises the evidentiary standard for demonstrating the legitimacy of Thai shareholding in companies with foreign involvement.
For compliant businesses, the change underscores the importance of transparency and proper capital structuring. For those relying on informal or nominee-style arrangements, the compliance risks have increased substantially.
Silk Legal provides services in several practice areas, including corporate and commercial law. This article is for information only. While we have tried to keep our updates as accurate as possible, changes to legislation or other factors may affect your decisions. Please feel free to contact us for a free consultation at [email protected].
