BANGKOK, Thailand –– Thailand is strengthening checks on foreign-linked businesses with new registration requirements aimed at preventing the use of Thai nominees to conceal foreign ownership or control. The Department of Business Development (DBD) under the Ministry of Commerce has issued a new order requiring stricter documentation for the registration and amendment of partnerships and limited companies involving foreign investors or foreign individuals with signing authority. The new rules will take effect on August 1, 2026, and expand scrutiny throughout the business cycle, from company establishment to later changes in shareholders or directors. DBD Director-General Poonpong Naiyanapakorn said the measures are part of continued efforts to prevent foreigners from using Thai nationals as nominee shareholders to bypass restrictions under Thai law.
Under the new requirements, companies with foreign participation must submit an investment explanation letter along with bank statements covering the previous three months from both Thai investors who provide investment funds and the representatives or entities receiving those funds.
The additional documents will allow authorities to verify whether investments are genuine and whether Thai shareholders have the actual financial capacity to invest. Previously, the DBD introduced screening measures during company registration by checking investment funds from Thai shareholders. However, officials found that some groups had adapted by initially registering companies that met requirements before later changing shareholder structures or adding foreign directors with signing authority. The latest order aims to close this loophole by extending checks to company amendments after registration.
Poonpong stressed that the measures are not intended to create difficulties for legitimate businesses, but rather to strengthen protection against illegal nominee arrangements.
The DBD will continue monitoring high-risk areas, including Chonburi, Rayong, Chiang Mai, Chiang Rai, Surat Thani, Phuket and Krabi, where authorities have identified concerns over nominee-related activities. Particular attention will be given to companies where foreign investors hold between 0.01% and 49.99% ownership, allowing them to remain legally classified as Thai companies while potentially being used to conceal foreign control.
The DBD currently identifies 119,116 such companies as groups requiring continued monitoring.
Those found violating the Foreign Business Act B.E. 2542 could face legal action. Nominee-related offences carry penalties of up to three years in prison, fines ranging from 100,000 to 1 million baht, or both. Foreigners operating businesses without proper permission face similar penalties, including possible orders to cease operations. The DBD said it has worked with the Royal Thai Police, the Department of Special Investigation (DSI) and other agencies to investigate and prosecute both Thai and foreign offenders in several areas. At the same time, officials emphasized that Thailand continues to welcome legitimate foreign investment and will facilitate investors who comply with Thai laws.
