Thailand tightens regulations on foreign investment and anti-nominee measures

Thailand’s Department of Business Development (“DBD”), the principal authority responsible for registering and supervising business entities, has intensified enforcement against nominee arrangements used to circumvent the foreign ownership restrictions under the Foreign Business Act B.E. 2542 (1999) (the “FBA”).
On 14 July 2026, the DBD’s Central Registered Office of Partnerships and Companies issued Order No. 2/2569 (“Order No. 2/2569”), effective 1 August 2026, tightening the documentary evidence required to confirm that Thai shareholders are genuine investors — and not nominees for foreign beneficial owners.

1. Effect on Previous Orders

Order No. 2/2569 repeals and consolidates two preceding orders:

• Order of the Central Registered Office of Partnerships and Companies No. 2/2568 (dated 1 December 2025) – previously governed documentary evidence for new incorporations involving foreign partners or foreign signatory directors; and
• Order of the Central Registered Office of Partnerships and Companies No. 1/2569 (dated 16 March 2026) – previously governed corporate amendments adding foreign partners or foreign signatory directors.

2. Key Triggers and Required Documentation

Order No. 2/2569 sets different evidentiary standards depending on whether the filing is a new incorporation or a subsequent corporate amendment.

A. New Entity Incorporations

Additional financial verification is required when registering a new partnership or limited company if:

• Foreign partners or shareholders hold less than 50% of the partnership capital or the company’s registered capital; or
• A limited company has no foreign shareholders but appoints a foreign director authorised to bind the company, solely or jointly with another director.

Required documents:

• Investment Clarification Letter (Incorporation): a prescribed form detailing investment amounts, transfer dates, bank branches, and account details for capital contributions.
• 3-Month Bank Statements (Thai investors): covering the three months before payment, showing withdrawal or transfer entries that match each Thai partner’s or shareholder’s share subscription.
• Bank Statement (receiving account): of the managing partner or director receiving the funds, showing matching deposit entries from all investors.
  Previously, only the 3-month bank statements were required; Order No. 2/2569 adds the Investment Clarification Letter and the receiving-account bank statement.

B. Subsequent Corporate Amendments

Documentation is triggered when:

• Partnerships: amending the partners of (a) an all-Thai partnership; or (b) a partnership with 50% or more foreign capital, in either case resulting in the partnership having foreign partner(s) holding less than 50% of capital, without a foreign managing partner; or
• Limited companies: amending the authorized signatories of a company whose signatories are all Thai nationals, resulting in a foreign national becoming an authorized signatory, whether solely or jointly.

3. Required Documents

The required documents follow a two-tiered approach based on the entity’s incorporation date and the timing of the amendment:

Tier 1: entities incorporated before 1 August 2026, or amendments filed more than one year after incorporation:

• Confirmation Letter of Investment: a signed declaration by the applicant or authorised director confirming genuine investment without nominee arrangements, acknowledging the penalties under the FBA and the Penal Code.

Tier 2: entities incorporated on or after 1 August 2026 and amendments filed within one year of incorporation:

• Investment Clarification Letter (Amendments): identifying the receiving bank account and the amount and date of each capital contribution or share payment.
• Confirmation Letter of Investment (as above); and
• Bank statements: evidencing receipt of the full capital contribution or share payment made at incorporation, into the entity’s account or the receiving director’s or managing partner’s account.

4. Effective Date

• Applications filed before 1 August 2026: will continue to be evaluated under the rules in effect on the filing date.
• Enforcement: Order No. 2/2569 applies to all corporate filings submitted on or after 1 August 2026.

Key Takeaways

• Maintain full banking audit trails. Thai shareholders in joint ventures must be able to trace their share payments through 3-month bank statements showing withdrawal or transfer entries that match the amount and date of their capital contribution.

• Foreign authorised directors trigger scrutiny at two points. Appointing a foreign signatory at incorporation requires an Investment Clarification Letter and supporting evidence of the source and payment of capital; appointing one later by amendment requires a Confirmation Letter of Investment, with fuller evidence for entities incorporated on or after 1 August 2026 that amend within one year.

• Watch the one-year window. Amendments made within one year of incorporation, for entities formed on or after 1 August 2026, require the fullest documentation.

• Other DBD orders remain in force. Order No. 1/2567 still requires bank evidence of capital receipt for entities with registered capital exceeding THB 5 million, and Order No. 4/2568 still requires a consent letter (and proof of right to use the premises) where a registered office address already hosts five or more entities.