Update: repealed from 1 August 2026
On 14 July 2026 the Central Registrar signed Order No. 2/2569, which repeals Order 2/2568 with effect from 1 August 2026 and consolidates its rules into a single, stricter instrument. This article continues to describe the rules governing applications filed before 1 August 2026. For the current framework, see our updated complete guide to the 2026 DBD anti-nominee rules.
On December 1, 2025, the Department of Business Development (DBD) issued Order No. 2/2568, introducing stricter documentation requirements for certain company incorporations.
The order was published in the Royal Thai Government Gazette on December 22, 2025, and came into force on January 1, 2026.
This article addresses the incorporation-stage bank statement requirement under Order No. 2/2568. A separate DBD measure concerning certain post-registration amendments involving foreign participation must be considered separately.
Editor’s note (29 March 2026): This article deals only with the incorporation-stage rules under Order No. 2/2568. From 1 April 2026 a separate DBD measure applied to certain amendments involving foreign participation, including cases where a foreigner was added as an authorized signatory. That measure — Order No. 1/2569 — was itself repealed with effect from 1 August 2026. That later rule is discussed separately in our newer article on Thailand’s nominee controls for company amendments.
Official Mandate: DBD Order No. 2/2568
This order replaces the previous 2012 framework (Order No. 205/2555). It is a targeted measure to ensure that registered capital is genuine and to prevent the use of “nominee” shareholders.
Official Publication:
- Document: Order of the Central Partnership and Company Registration Office No. 2/2568
- Gazette Reference: Volume 142, Special Section 397 Ng, dated 22 December 2025.
Who is Affected?
The requirement for Thai shareholders to provide financial evidence applies at the point of registration in the following two specific scenarios:
- Joint Ventures with Foreign Minority: Any company where foreigners hold less than 50% of the registered capital (e.g., the standard 49:51 structure).
- Thai Companies with Foreign Directors: Any company where there are no foreign shareholders, but a foreigner is an authorized director with signing or binding authority.
The “3-Month Rule” for Bank Statements
The DBD has moved from accepting simple “Balance Certificates” to requiring a detailed transaction history. Thai shareholders must now provide:
- 3 Months of Bank Statements: Counting back from the date of the share subscription payment.
- Transaction Alignment: The statement must show a withdrawal or transfer that exactly matches the amount and date of the share payment.
- Verification of Capacity: The registrar uses this history to see that the payment came from the shareholder’s own account rather than from funds placed there temporarily for the filing. Note what the rule does not say: it prescribes a statement running back three months from the payment date, not a minimum period for which the money must have been held. The three months is a look-back window on the statement, not a holding requirement on the funds.
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Practical Considerations
These requirements apply specifically at the initial incorporation stage. They do not by themselves describe all checks that may arise later if the company is amended after registration.
In the past, some businesses tried to avoid the incorporation-stage bank statement requirement by registering first with an all-Thai structure and introducing foreign shareholders or a foreign authorized signatory only afterwards. That approach should no longer be treated as a reliable planning solution.
As a result, a structure that avoids the bank statement requirement at formation should not automatically be assumed to avoid later scrutiny. For genuine joint ventures, it often makes more sense to structure the company properly from the outset and prepare the required financial evidence in advance.
Strategic Advice
Advance Planning: As a matter of prudence, Thai partners should have their investment funds in their own accounts in good time and maintain a clean transaction trail showing the actual share payment. The order imposes no minimum holding period — but a statement showing money arriving and leaving on the same day invites questions the registrar is not obliged to overlook.
Audit Trail: The supporting bank statements should clearly match the amount and date of the capital contribution or share subscription relied on for the filing.
Do Not View Incorporation in Isolation: Even if a proposed structure can be registered without triggering the bank statement requirement at formation, post-registration amendments may be subject to separate nominee-related checks under the newer 2026 framework.
Consider Lawful Alternatives: Depending on the business, sector, and nationality of the investor, it may be better to consider a structure that avoids nominee-related issues from the outset, such as BOI promotion, the Treaty of Amity, or a Foreign Business License.
Relevant Articles
Thailand Anti-Nominee Rules 2026: Full Framework — Which Structures Are Affected and How
Thailand DBD Order 1/2569: The Investment Confirmation Letter for Company Amendments
Private Limited Company Formation in Thailand: Step-by-Step Guide
Navigating Thai Company Ownership: Risks, Strategies, and Compliance
How to Start a Business in Thailand: Key Considerations and Strategies
How We Can Help
Navigating these changes requires a pragmatic approach to corporate structure. We assist clients in managing these requirements to ensure a smooth setup in full compliance with Thai law.
Planning a new venture or restructuring an existing Thai company? Contact us to review both your incorporation-stage documentation and any amendment-stage nominee risks under the newer 2026 framework.
