Thailand’s Department of Business Development (DBD) has launched its most significant overhaul of the company registration system in over a decade. This reform serves a dual purpose: first, to dismantle nominee structures—arrangements where Thai nationals act as proxies for foreign interests to circumvent restricted sectors—and second, to eliminate fraudulent shell companies used for illicit activities.
To achieve these goals, the DBD has implemented a multi-layered control system that combines real-time database cross-checks with stringent new documentation requirements. This regulatory regime was built in stages: seven instruments came into effect between January and April 2026. On 14 July 2026 the Central Registrar signed Order No. 2/2569, which, from 1 August 2026, repeals the two structure-specific orders (2/2568 and 1/2569) and replaces them with a single consolidated — and in places stricter — instrument. From that date the framework consists of six instruments in force: three automatic database checks, two certifier rules, and Order 2/2569 for structures involving foreign investment or signing authority.
For foreign investors and existing business owners, the impact of these rules depends almost exclusively on one critical factor: the presence of Thai shareholders within your corporate structure.
Key points:
- 100% foreign structures (incl. BOI, Treaty of Amity, FBL) face no formation-stage documents — only universal database checks. One caveat: if all authorised signatories are Thai, an amendment giving a foreign director signing authority triggers the confirmation letter even in a fully foreign company.
- Any joint venture with foreigners holding under 50% faces a formation money trail — from 1 August 2026 a two-sided one: an Investment Clarification Letter, bank statements from every Thai shareholder, and a statement of the receiving account.
- Every structure — including fully foreign ones — faces automatic database checks on every DBD filing.
- The “register Thai first, add foreigners later” route no longer avoids documentation — amendments adding foreign signing authority require an Investment Confirmation Letter, and entities incorporated on or after 1 August 2026 that make such a change within their first year must also file a bank statement showing receipt of the formation capital.
- Companies formed before January 2026 are not grandfathered — checks run on every filing.
- Enforcement has begun: per the Ministry’s July 2026 statement, 14,800 companies have been referred for tax audit. The first piece of the announced 1 August 2026 tightening is now signed: Order 2/2569 (see below).
The Full Framework
| Instrument | Subject | Type | In force |
|---|---|---|---|
| Order 3/2568 | AMLO watchlist cross-check | Automatic database check | 1 Jan 2026 |
| Order 4/2568 | Registered address threshold — five-company rule | Automatic registry check | 1 Jan 2026 |
| Order 5/2568 | State Welfare Card holder cross-check | Automatic database check | 1 Jan 2026 |
| Notification 1 | Who qualifies as a signature certifier | Eligibility requirement | 1 Jan 2026 |
| Notification 2 | Biometric registration of certifiers | Identity trail requirement | 1 Jan 2026 |
| Order 2/2568 | Bank statements for Thai shareholders at registration | Document filing | 1 Jan 2026 — repealed 1 Aug 2026 |
| Order 1/2569 | Investment Confirmation Letter for amendments | Document filing | 1 Apr 2026 — repealed 1 Aug 2026 |
| Order 2/2569 | Consolidated formation + amendment documentation where foreigners invest or hold signing authority | Document filing | 1 Aug 2026 |
Orders 3, 4, and 5 are universal — they run on every filing regardless of structure. The structure-specific layer — bank statements and confirmation letters — is governed by Orders 2/2568 and 1/2569 for applications filed before 1 August 2026, and by the consolidated Order 2/2569 from that date onward: applications are processed under the order in force when they were filed.
Universal Checks — Every Filing, Every Structure
If you file anything with the DBD in 2026 — even a routine director change on a fully foreign company — three automatic checks run in the background. These apply to every filing including mundane amendments such as director address updates, share transfers, or head office moves. There is no grandfathering for pre-2026 companies.
Order 3/2568 — AOC-notified AMLO list (HR-03)
If any partner, shareholder, or director appears on the Anti‑Money Laundering Office (AMLO) watchlist as notified to the DBD by the Anti Online Scam Operation Centre (AOC) — covering individuals linked to predicate offences or owners of bank accounts used in such offences — the registrar will require that person to appear in person and present unexpired ID before the filing is accepted, not after submission. Additional documents depend on the transaction type:
Incorporation (partnership or limited company): consent letter for the registered office address, original plus copy of the premises rights evidence, and three months of bank statements going back from the capital payment date showing withdrawals matching the amount and date. For limited companies, the statements must come specifically from the account used to pay the share capital.
Limited company amendment — new director: in-person appearance and ID only. No bank statements and no premises documents are required for this filing type.
Partnership amendment — new partner: bank statements as above or a copy of the amended partnership agreement showing an existing partner transferring their interest to the incoming partner. Either satisfies the requirement.
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Order 4/2568 — Address verification
Two separate checks apply to every filing. First, the registrar cross-checks the proposed head office address against civil registration records — this applies universally, not just when a threshold is triggered. Second, if the proposed address is already registered to five or more existing partnerships or limited companies, the applicant must also submit a consent letter from the property owner or lawful occupier and evidence of the right to use the premises. The five-company threshold is a document trigger, not a prohibition: multiple entities at one address remain permissible with the correct paperwork in place.
Order 5/2568 — State Welfare Card
If a partner, shareholder, or director holds a State Welfare Card, they must appear in person before the DBD registrar and present unexpired ID before the filing is accepted. The document requirements mirror Order 3/2568: for incorporation, the applicant must also submit a consent letter, evidence of the right to use the registered office premises, and three months of bank statements going back from the capital payment date showing withdrawals matching the contribution amount and date. For a partnership amendment adding a new partner, either those bank statements or a copy of the amended partnership agreement is required. Check welfare card status before naming any Thai shareholder or director — a match means no filing moves forward until in-person verification is complete.
The Formation Money Trail — Order 2/2569 (from 1 August 2026)
From 1 August 2026, Order 2/2569 requires extra documents at formation in two situations — the same triggers first introduced by Order 2/2568:
Trigger (a): Any partnership or limited company where foreigners hold less than 50% of registered capital.
Trigger (b): A limited company only — not a partnership — with no foreign shareholders, where a foreigner is an authorized signing director.
| Structure | Formation documents? | Trigger |
|---|---|---|
| All-Thai shareholders, all-Thai directors | No | — |
| All-Thai shareholders, foreign non-signing director | No | — |
| All-Thai limited company, foreign signing director | Yes | (b) |
| All-Thai partnership, foreign managing partner | No | (b) does not apply to partnerships |
| Joint venture — foreigners less than 50% | Yes | (a) |
| Exactly 50/50 | No | “Less than 50%” is strict — but see note below |
| Foreign majority + Thai minority | No | Foreigners not under 50% |
| 100% foreign, any directors | No | No Thai shareholders to verify |
| 100% foreign shareholders, Thai signing director | No | No Thai shareholders. Trigger (b) requires no foreign shareholders — doesn’t apply |
| BOI / Amity / FBL | No | No Thai shareholders to verify |
Where a trigger applies, three elements are filed (Clauses 2–3): the Investment Clarification Letter — a DBD template listing every payment by name, amount, date and account, signed by the registration applicants; a bank statement for each Thai shareholder or partner, covering the 3 months before payment and showing the withdrawal or transfer that matches the contribution in amount and date; and a statement of the receiving account of the managing partner or director, showing every shareholder’s incoming payment — foreign shareholders included. If that person pays their own contribution from the balance of the same receiving account, a further 3-month statement from the receipt date is required.
Applications filed before 1 August 2026 fall under the repealed Order 2/2568, which used the same triggers but required only the Thai shareholders’ statements. See our announcement of Order 2/2569 for a summary of what changed.
Three technical points: Trigger (b) applies to limited companies only — an all-Thai partnership with a foreign managing partner escapes both triggers. An exactly 50/50 split technically escapes Trigger (a), but 50/50 structures may attract discretionary scrutiny from the registrar; take specific advice before relying on this. The reverse sequence — registering with 100% foreign ownership first, then adding Thai shareholders — also falls outside both Order 2/2568 triggers; universal checks still apply to the incoming Thai shareholders at the amendment stage.
Note on partnerships: While a partnership with a foreign managing partner escapes the bank statement requirement, managing partners carry unlimited personal liability for partnership debts. Choosing a partnership structure to avoid a bank statement requirement is a significant trade-off.
Practical Example: The Numbers Behind a Standard Joint Venture
A common scenario: a foreign entrepreneur needs a Thai limited company with THB 2,000,000 registered capital — the standard minimum to support one work permit. Thai shareholders hold 51%, the foreign shareholder holds 49%.
| Item | Amount |
|---|---|
| Registered capital | THB 2,000,000 |
| Thai shareholders’ stake (51%) | THB 1,020,000 |
| Minimum payment at registration (25% per CCC Section 1110) | THB 255,000 |
| Bank statement requirement | Thai shareholders must show at least THB 255,000 withdrawn or transferred from personal accounts — evidenced by a statement covering the three months back from the payment date |
If the share capital is paid in full at registration, Thai shareholders need statements showing THB 1,020,000. Either way, the money must be traceable: the statement covers the three months back from the payment date and must show a withdrawal or transfer matching the capital contribution in amount and date. Note what the Order does not require — the funds need not have sat in the account for three months. The three-month window is a look-back period on the statement, not a seasoning requirement on the money.
Investment Confirmation Letter on Amendments — Order 2/2569 (from 1 August 2026)
From 1 August 2026, Clause 4 of Order 2/2569 governs this requirement; amendments filed earlier fall under Order 1/2569, which introduced it in April 2026 with the same triggers. The target is a specific gap: companies registered with all-Thai ownership that later introduce foreign signing authority through amendments.
Where triggered, the director or partner-manager signing the amendment must submit a written Investment Confirmation Letter stating that all shareholders have genuinely invested their capital and that no nominee arrangement exists. Order 2/2569 requires only the written letter; it imposes no in-person appearance of its own. Appearance can still arise under the universal checks.
Both the Thai signatory and the foreign party can face liability for a false declaration. The liability is of two kinds. Assisting a nominee arrangement is itself an offence under FBA Section 36 (up to 3 years imprisonment, a fine of THB 100,000–1,000,000, or both); separately, giving the registrar false information may engage Criminal Code Sections 137 and 267 (up to 6 months and up to 3 years imprisonment respectively). These are the three provisions cited on the face of the letter template annexed to Order 2/2569; foreign principals face their own exposure under the FBA’s general provisions. The letter carries one further undertaking that is easy to miss: the signatory consents to the registrar and officials forwarding the information to law-enforcement agencies. That is a standing authorisation, given at the point of filing, to route the investment and shareholding details to the police, the DSI or any other authority with jurisdiction — and it is the mechanism behind the inter-agency data linking the DBD describes in its 31 July announcements.
Limited Companies
Trigger: All existing authorized signatories are Thai, and an amendment results in a foreigner gaining signing authority.
| Amendment | Confirmation Letter? |
|---|---|
| All-Thai company → add foreign signing director | Yes |
| All-Thai company → add foreign non-signing director | No |
| All-Thai company → add foreign minority shareholder | No |
| All-Thai signatories, foreign non-signing director already on the board → amend the signatory clause to give him signing power | Yes |
| Thai 51%/foreign 49%, all-Thai signatories → add foreign signing director | Yes |
| Thai 51%/foreign 49%, all-Thai signatories → replace Thai signing director with foreigner | Yes |
| Pre-2026 all-Thai company → add foreign signing director in 2026 | Yes — no exemption for older companies |
| 100% foreign / BOI / Amity / FBL → any amendment | No — unless all signatories were Thai and a foreigner gains signing authority |
Partnerships
Trigger: The partnership was previously all-Thai or at least 50% foreign-invested, and the amendment results in foreigners holding less than 50% of total capital, with no foreigner as managing partner.
| Amendment | Confirmation Letter? |
|---|---|
| All-Thai partnership → add foreign partner, foreigners end up under 50% | Yes |
| All-Thai partnership → add foreign partner, foreigners reach 50% or more | No |
| Foreigners already under 50% → change keeping foreigners under 50% | No — the pre-amendment state does not meet the trigger |
The “Register Thai First, Amend Later” Method — What Changed
Previously, registering 100% Thai with all-Thai directors avoided every formation-stage check, since neither trigger applied. Foreign shareholders and signing authority were then introduced through later amendments — with no additional documentation required.
For companies with genuine Thai investors — shareholders who funded their own shares and can demonstrate this through traceable bank records — this sequence remains available. The difference is that the amendment adding a foreign signing director now requires the existing Thai directors to sign an Investment Confirmation Letter on the record.
For nominee structures, where Thai shareholders hold shares on behalf of foreigners without genuine investment, the letter creates direct criminal exposure for both the Thai nominee and the foreign party. That is where the method is effectively closed.
A company formed before January 2026 is not exempt — the confirmation letter requirement applies to the amendment filing regardless of when the company was registered.
For partnerships and companies incorporated on or after 1 August 2026, Clause 5 of Order 2/2569 goes further. A qualifying amendment filed within one year of incorporation also requires an amendment-stage Investment Clarification Letter plus a bank statement from either the account into which the partnership or company received the formation capital, or the managing partner’s or director’s account used to receive it, showing receipt of all capital required to be received at formation (for a limited company, the amount actually called — lawfully as little as 25%; for a partnership, the full contribution, matching the registered capital). For new companies, the two-step sequence no longer defers the money trail — it moves it to the amendment.
All Controls by Structure
| Structure | Universal checks | Bank statements | Confirmation letter | Risk |
|---|---|---|---|---|
| All-Thai company, all-Thai directors | Yes | No | No — unless adding foreign signing director | Low |
| All-Thai limited company, foreign signing director | Yes | Yes | Conditional | High at formation |
| All-Thai partnership, foreign managing partner | Yes | No | Not triggered — Clause 4(1) requires that no foreigner is managing partner | Lower — but unlimited personal liability applies |
| Joint venture — foreigners under 50% | Yes | Yes | Yes — if adding foreign signing authority | High at both stages |
| Exactly 50/50 | Yes | No | Yes — if adding foreign signing authority | Medium |
| 100% foreign / BOI / Amity / FBL | Yes | No | No | Low |
Choosing a Structure in 2026
| Your situation | Best structure | DBD friction |
|---|---|---|
| Non-restricted sector | 100% foreign limited company | Universal checks only |
| US national, restricted sector | Treaty of Amity company | Universal checks only |
| Qualifying project | BOI-promoted company | Universal checks only |
| Restricted sector, FBL feasible | Foreign Business License (FBL) company | Universal checks only |
| Restricted sector, genuine Thai partner | Thai joint venture (51/49) | Bank statements + confirmation letter risk |
If you can access BOI, Treaty of Amity, or FBL, those structures avoid both document-submission requirements. Registering as 100% foreign first and adding Thai shareholders later also avoids formation-stage document requirements — universal database checks apply to the incoming Thai shareholders at the amendment stage, but no bank statements or confirmation letter is triggered. If a joint venture is unavoidable from day one, documentation and timing must be right from the start.
Enforcement Update — July 2026
On 4 July 2026, the Ministry of Commerce published an official statement (in Thai) summarising the anti-nominee campaign’s results and confirming further measures.
The framework is working as designed. After the five orders and two notifications took effect on 1 January 2026, new risk-group registrations (companies with foreign shareholding of 0.01–49.99%) fell 51.05% year-on-year in Q1 (3,618 → 1,771). After Order 1/2569 came into force on 1 April, the Ministry reported a decline of 65.22% — measured, as published, over 1 January to 31 May in each year (2,102 → 731). The Ministry’s own bases do not reconcile: the five-month 2025 figure of 2,102 is lower than the three-month figure of 3,618 used for the 51.05% comparison, so we reproduce the figures as published rather than restate them. For scale: the cumulative risk group stood at 119,297 companies out of 801,070 limited companies nationwide as at 23 June 2026 — restated by the DBD to 119,116 out of 802,717 as at 30 June — up from 523 new registrations per year in 1998 to 11,746 in 2025.
Existing companies are now in the enforcement pipeline. The DBD has referred screened cases to the relevant agencies: the Revenue Department is auditing 14,800 companies, the Department of Lands is reviewing property holdings of 17,556 entities, a Royal Thai Police task force is conducting 2,713 in-depth investigations, the Economic Crime Suppression Division is prosecuting 2,257 entities, and the DSI has opened 2,236 special cases. On-site inspections since October 2025 have covered 35 locations across 11 provinces, including Phuket, Surat Thani (Samui/Phangan), Krabi, Chonburi (Pattaya), Chiang Mai, and Bangkok. Priority sectors: accounting and law firms, villas, construction, brokerage/agency activity and foreigner-related services, steel trading, tourism, co-working spaces, factories, coconut packing houses, and restaurants.
Additional measures from 1 August 2026. The further package has produced its first instrument: on 14 July 2026 the Central Registrar signed Order No. 2/2569, effective 1 August 2026, consolidating and tightening the formation- and amendment-stage documentation rules described above. The DBD announced it on 31 July 2026 in press release No. 329, restating the risk group at 119,116 companies out of 802,717 as at 30 June 2026 and naming seven provinces for continued inspection: Chonburi, Rayong, Chiang Mai, Chiang Rai, Surat Thani, Phuket and Krabi. Two cautions on that release. It says the three-month bank statement is required from both the paying Thai investor and the recipient; the Order imposes the three-month look-back on the Thai payer only, and prescribes no period at all for the receiving account. And it describes the Order as preventing later changes of shareholder or director structure; Clause 4 contains no shareholder trigger for limited companies. Where the two differ, the Order controls. We will cover any further components of the package as they are issued.
A second change on 1 August — the บอจ.5 disclaimer
Order 2/2569 is not the only thing that changes on 1 August 2026. In a separate announcement (DBD release No. 326) the DBD confirmed that from that date every certified copy of the shareholder list (บอจ.5) it issues carries a standing disclaimer: the registrar receives the list as the company’s directors submit it, and issuing a certified copy is not a certification that the shareholders shown are the true shareholders. Who holds shares must be determined from the company’s own share register book, which the law presumes to be correct evidence — not from the copy the registrar holds.
The DBD grounds this on Supreme Administrative Court authority and on Section 1020 of the Civil and Commercial Code, and says it will cross-check shareholder identities against Department of Provincial Administration records to screen out shareholders who do not exist. The same announcement describes joint work with the Land Department on foreigners holding land through Thai-status companies, including transfers of control effected by successive changes of directors and shareholders.
This comes from a press release, not from Order 2/2569, and it changes no registration requirement. It matters for due diligence: a บอจ.5 extract is no longer something the registrar stands behind, and inspection of the company’s own share register book moves from good practice to necessity.
FAQ
Does the confirmation letter require in-person appearance before the DBD? No. Order 2/2569 — like Order 1/2569 before it — requires only the written Investment Confirmation Letter. In-person appearance can arise only under the universal checks (an AMLO watchlist or State Welfare Card match). That was a deliberate change, and worth recording: the draft of Order 1/2569 circulated for consultation in February–March 2026 would have required all relevant Thai parties to appear before the registrar, declare their monthly income and give a sworn recorded statement. The final order dropped all of it in favour of the written letter. Order 2/2569 has kept the written-letter approach, though it does not address appearance either way.
Does the amendment rule apply to my existing company? Yes, if you file an amendment that meets the trigger conditions — specifically, adding a foreign signing director to a company where all existing signatories are Thai. The rule applies to the amendment filing regardless of when the company was originally registered.
My Thai partner is my spouse. Do bank statements still apply? Yes. The DBD does not differentiate based on personal relationships. Marriage does not establish financial capacity in the eyes of the 2026 rules — love is not a capital contribution. Any Thai shareholder in a company with qualifying foreign involvement must demonstrate their own financial capacity through traceable bank records.
Can I still register 100% Thai and add a foreigner later? The formation stage avoids the bank statement requirement. But the moment you file an amendment adding a foreign signing director, the confirmation letter requirement applies. The two-step approach no longer avoids scrutiny — it just moves it to the amendment stage. For nominee structures, the confirmation letter is the new failure point. And for partnerships and companies incorporated on or after 1 August 2026, a qualifying amendment within the first year also requires a bank statement showing the formation capital arrived — from either the entity’s account or the managing partner’s or director’s receiving account (Order 2/2569, Clause 5).
I already have a Thai company with nominee shareholders. What should I do? Restructure before your next amendment filing. Any filing that triggers the confirmation letter requirement will expose the existing structure to scrutiny. Options include converting to 100% foreign ownership, accessing BOI or Treaty of Amity where eligible, or working with genuine Thai partners who can satisfy the bank statement requirement. Take legal advice before filing anything. If the company also holds land, the exposure runs further — see landholding companies under 2026 nominee enforcement.
Does a Thai director in a 100% foreign company trigger any extra requirements? No. Neither Trigger (a) nor Trigger (b) applies — the triggers are identical under Order 2/2568 and, from 1 August 2026, Order 2/2569 — there are no Thai shareholders whose capital needs to be verified. The universal database checks still apply, as they do for every filing.
Related Articles — 2026 DBD Anti-Nominee Framework
Thailand Foreign Business Act 2026: The Proposed Shift to Actual Control
Thailand DBD Order 1/2569: The Investment Confirmation Letter for Company Amendments
New Thailand Company Registration Rules 2026: The 3-Month Bank Statement Requirement
Navigating Thai Company Ownership: Risks, Strategies, and Compliance
Planning Your Structure or Reviewing an Existing One?
Our corporate law team advises on market entry structure selection, Thai company formation with proper documentation, corporate restructuring ahead of audit or filing deadlines, and FBA compliance review. Talk to us before you file.
This article is general information only and is not a substitute for legal advice on your specific situation.
