New anti-nominee measures target shareholding structures in Thailand.

Thailand’s Department of Business Development (DBD) has moved from reactive enforcement to proactive screening of corporate shareholding structures. The changes affect companies at the registration stage and on an ongoing basis, and they carry practical implications for foreign investors operating through Thai-majority structures.

Earlier registration-stage changes, including new requirements for Thai shareholders to demonstrate beneficial ownership, were introduced from 1 January 2026. This article focuses on the more recent measures that extend scrutiny beyond incorporation and apply on a continuing basis.

Why the DBD is tightening its approach

DBD data shows approximately 118,016 limited companies in Thailand where foreign shareholding sits between 0.01% and 49.99%. Under this structure, a company is treated as a Thai juristic person, meaning it can operate in certain sectors without a foreign business licence (FBL).

Some of these entities are genuine joint ventures. Many, however, are structured to place Thai nationals as nominee shareholders in order to stay below the foreign ownership threshold. This arrangement may constitute an offence under Section 36 of the Foreign Business Act B.E. 2542, which prohibits the concealment of foreign ownership or control.

The DBD’s new measures are designed to distinguish genuine investment from nominee arrangements at the point of incorporation and beyond.

What changes at the pre-incorporation stage

Under the Central Partnership and Company Registration Office Order No. 2/2568, issued on 1 December 2025, the DBD now applies a substantive review at the company registration stage, not just a formal check of documents.

Where a company involves foreign shareholders, even where their combined stake is below 50%, or where foreign directors are appointed, Thai shareholders and Thai individuals involved in the structure may be asked to provide at least three months of bank statements. The purpose is to verify the financial capacity of Thai parties and confirm that the source of funds is consistent with genuine investment.

In practice, this raises the evidentiary bar considerably for Thai nationals participating in mixed-ownership structures. The bank statement requirement is intended to distinguish investors with real financial involvement from those acting in name only.

That said, the requirement is not automatic in every case. Where the structure is straightforward and clearly compliant, the registrar applies the additional verification on a case-by-case basis, using a risk assessment of the underlying facts.

What changes after incorporation

The DBD has also introduced ongoing oversight for changes to shareholding and directorship structures after a company is registered. An order effective from 1 April 2026 sets out specific scenarios where a “confirmation of investment” is required.

These scenarios include restructuring a partnership so that foreign partners’ capital contribution falls from 50% or above to below 50%, and the appointment of foreign directors with sole or joint signatory authority in a limited company.

In both cases, the registrar is not simply verifying that the numbers comply with statutory thresholds. The review focuses on whether the restructuring reflects genuine intent or is designed to obscure foreign ownership. Directors or managing partners in these situations are required to certify the authenticity of the investment through prescribed forms.

What this means for foreign investors

Taken together, these measures make nominee structures considerably harder to sustain. The DBD’s shift towards substantive, risk-based review means that structures which previously passed a formal compliance check may now face closer examination at registration or when changes are filed.

Foreign investors are increasingly looking at legally compliant alternatives. These include applying for investment promotion through the Board of Investment (BOI), obtaining a foreign business licence, or using structures available under applicable treaties such as the Thailand-US Treaty of Amity.

For businesses with existing structures that rely on Thai majority shareholding, a review of the underlying documentation, and the genuine nature of Thai shareholders’ involvement, is worth considering sooner rather than later.

To discuss how these changes affect your structure in Thailand, speak with one of Acclime’s corporate advisory specialists.