Thailand targets nominee shareholding with new registration rules.

Thailand’s Department of Business Development (DBD) has introduced new documentary requirements for company and partnership registrations involving foreign participation, aimed at verifying that capital contributions of Thai shareholders are genuine rather than a front for foreign control. The requirements took effect on 1 August 2026 under Order of the Central Partnership and Company Registrar No. 2/2569.

The practical change is that any registration or amendment involving foreign participation now depends on Thai shareholders being able to evidence genuine investment, not just declare it.

Scope and new documentary requirements

The new requirements apply to the incorporation of a partnership or limited company where a foreign national holds less than 50% of the registered capital as a partner or shareholder, or where a limited company has no foreign shareholder but appoints a foreign national as an authorised director. They also apply to amendment registrations of existing partnerships or companies that introduce a foreign national as a minority investor or authorised signatory.

Applicants within scope must now submit the following:

• Bank statements for each Thai shareholder or partner, covering the three months preceding the subscription date and showing withdrawals or transfers corresponding to the subscribed capital
• Bank statements for the account receiving the capital contributions, generally held by the managing partner or director, showing receipt of subscription monies from all shareholders or partners
• A prescribed Investment Explanation Letter tracing the flow of subscription funds from each Thai shareholder to the company’s receiving account

Previously, only the Thai shareholders’ own bank statements were required. The registrar can now trace the funding chain from source to receipt.

Steps for affected businesses

Businesses with Thai-majority shareholding and foreign participation should confirm that subscription funds move through traceable banking channels consistent with each shareholder’s stated contribution, and that supporting records are in place before filing. Since any future amendment, including a share transfer, capital increase or change of authorised signatory, brings the company within scope of the new checks, reviewing existing structures now is preferable to addressing gaps at the registration counter or in a later investigation.

Companies relying on nominee arrangements should note that lawful routes to foreign participation remain available, including a Foreign Business Licence, BOI promotion with a certificate under the Foreign Business Act and properly structured preference shares backed by genuine Thai investment.