Thailand tightens company registration rules for foreign investors.

The Department of Business Development (DBD) has recently issued two new regulatory orders that came into effect on 1 January 2026. The orders introduce stricter requirements for company incorporation in Thailand, targeting nominee shareholding arrangements and the registration of multiple businesses at a single address.

The changes affect a range of foreign-invested structures and carry practical implications for businesses at the point of registration and beyond.

The background behind the enhancements

Thailand has been progressively aligning its corporate governance framework with international anti-money laundering (AML) standards as part of its deeper engagement with the OECD. The latest DBD orders reflect this direction by increasing scrutiny of ownership arrangements and physical business addresses.

The underlying concern driving both orders is the use of nominee arrangements and shell company structures to circumvent foreign business ownership restrictions under the Foreign Business Act.

Order No. 2/2568: Verification of beneficial ownership

This order introduces tighter checks on shareholding structures that appear compliant on paper but may conceal foreign control.

Companies within scope of the order

Order No. 2/2568 applies to limited companies and partnerships where foreign shareholders hold less than 50% of registered capital, including the commonly used 49% foreign and 51% Thai structure.

Although such arrangements indicate majority Thai ownership, the DBD has identified cases where Thai shareholders acted as nominees for foreign parties.

What Thai shareholders must now provide

Thai shareholders must now provide additional documentation at the point of registration to demonstrate genuine beneficial ownership. While the DBD has not issued a definitive list, expected supporting evidence includes:

• Bank statements showing the source of funds used to acquire shares
• Proof that funds correspond to the share subscription amount and date
• Other financial records substantiating the legitimacy of the shareholding

Simple declarations of ownership are no longer sufficient. Shareholders must provide verifiable financial evidence that they hold shares in their own right.

Order No. 4/2568: Registered office addresses

The second order addresses the registration of multiple companies at a single address, a practice often associated with shell company activity.

New requirements for high-density addresses

Where five or more companies are already registered at a given address, any new applicant seeking to register at the same location must submit the following:

• A Letter of Consent from the property owner
• Supporting documentation, which may include a lease agreement, a house registration document or a land title deed

The requirement creates a verifiable link between the company and a legitimate physical location and ensures that property owners are actively aware of and consenting to their address being used for business registration purposes.

Practical implications for foreign investors

Both orders increase the administrative preparation required before submitting a company registration application. Failure to anticipate these requirements may lead to delays or rejection at the point of incorporation.

For shareholding structures within scope of Order No. 2/2568, Thai shareholders should prepare detailed financial evidence well in advance of the registration date. Additional time may be needed to compile and verify the required documentation.

For businesses planning to use a serviced office or shared premises, it is essential to confirm early whether four or more companies are already registered at the chosen address. If it does, obtaining the Letter of Consent and supporting documents from the property owner should be priortised within the incorporation timeline.

What businesses can expect next

The two orders introduced by the DBD represent a meaningful shift in how Thailand oversees corporate formation. Scrutiny of shareholding structures and registered addresses is expected to increase as enforcement of the new rules develops.

Businesses looking to establish a presence in Thailand should make sure their ownership structures reflect genuine beneficial control and that documentation is prepared to withstand detailed regulatory review.