Update: repealed from 1 August 2026
On 14 July 2026 the Central Registrar signed Order No. 2/2569, which repeals Order 1/2569 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.
Updated 1 April 2026: This article has been updated to reflect the final order. The earlier version discussed the draft order published for public consultation in February–March 2026, which proposed in-person appearance and recorded statements. The final Order No. 1/2569, issued by the Central Partnership and Company Registration Office and effective 1 April 2026, replaces that approach with a written Investment Confirmation Letter. No in-person appearance is required under the final order.
The Department of Business Development (DBD) has tightened scrutiny of nominee arrangements in company amendments. Following the 3-month bank statement requirement introduced at incorporation from 1 January 2026, Order No. 1/2569 now addresses what happens after registration — specifically, amendments that introduce foreign participation into structures that previously appeared entirely Thai.
DBD Order 1/2569: The Mandatory Investment Confirmation Letter
When a qualifying amendment is filed, the managing partner or director signing the registration application must submit a written Investment Confirmation Letter (หนังสือยืนยันการลงทุน) to the registrar. The letter is signed by that individual alone — not all directors or all shareholders.
The letter confirms three things:
1. Genuine investment. All partners or shareholders have actually invested and paid their capital contributions or share payments in full.
2. No nominee arrangement. No Thai person has assisted, supported, or participated with a foreigner in a way that constitutes a nominee arrangement in violation of Thai law.
3. Consent to data sharing. The signatory acknowledges the applicable legal penalties and consents to the registrar sharing this information with enforcement agencies as relevant.
Signing a false letter creates direct criminal and civil exposure for the signatory under the Foreign Business Act (Section 36: up to 3 years imprisonment, a fine of THB 100,000–1,000,000, or both) and the Criminal Code (Sections 137 and 267).
Triggers for Companies and Partnerships: When the Rule Applies
The triggers differ between partnerships and limited companies.
| Entity type | Trigger |
|---|---|
| Partnership | The partnership was originally all-Thai, or previously had foreign partners holding 50% or more of capital — and the amendment results in foreign partners holding less than 50% of total capital with no foreigner as managing partner |
| Limited company | All existing authorized signatories are Thai, and the amendment results in a foreigner becoming an authorized signatory — whether sole signatory or co-signatory |
For limited companies, the trigger is signing authority, not shareholding. Adding a foreign shareholder without changing who signs does not trigger the requirement. Adding a foreign director without signing authority does not trigger it either. Only the shift in who can legally bind the company matters.
For partnerships, the primary threshold is the capital ratio: whether foreigners end up holding less than 50% of total partnership capital. Management is not irrelevant, though — the trigger also requires that no foreigner is managing partner. A partnership that installs a foreign managing partner therefore falls outside the trigger altogether, whatever the capital split.
Final Order vs. Draft: How Order 1/2569 Dropped the In-Person Appearance (April–July 2026)
The draft order circulated for public consultation in February–March 2026 proposed a more burdensome procedure: all relevant Thai parties were required to appear in person before the registrar, declare their monthly income, and give a sworn recorded statement. The final order does not require any of this. It required only the written letter, submitted by the one director or managing partner signing the application. The scope of the trigger was the same; the procedure was significantly lighter. Order 2/2569, which replaced Order 1/2569 from 1 August 2026, has kept the written-letter approach — though it does not address in-person appearance either way.
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Closing the Loophole: Scrutiny of Post-Registration Amendments
The most common method used to bypass the bank statement requirement at incorporation was to register the company first with 100% Thai shareholders and Thai directors, then introduce foreign shareholders or a foreign signing director through amendments after registration. At formation, neither trigger applies. The bank statement rule does not reach amendments.
Order No. 1/2569 closes that gap by attaching a signed declaration — carrying criminal liability, shareable with law enforcement — to the amendment filing itself.
Impact on Joint Ventures and Nominee Risk Management
For genuine joint ventures, this is primarily a documentation step. The director or managing partner signing the amendment application adds the Investment Confirmation Letter to the filing package. If the underlying structure is real, this is not complicated.
For structures built on nominee arrangements, the letter creates a paper trail at every subsequent amendment. It is signed under criminal liability and can be passed to law-enforcement agencies — the DBD has routed screened cases to the Revenue Department, the Economic Crime Suppression Division, a Royal Thai Police task force and the DSI. The DBD has stated that high-risk cases identified through these measures will be forwarded accordingly.
Legal Alternatives: BOI, Treaty of Amity, and FBL Options
Businesses that may otherwise rely on structures vulnerable to nominee scrutiny should consider lawful alternatives from the outset.
BOI Promotion: In qualifying sectors, Board of Investment promotion may allow 100% foreign ownership and other incentives.
Treaty of Amity: In some cases, US-majority-owned businesses may qualify for near-national treatment under the Treaty of Amity.
Foreign Business License: Where the activity falls within a restricted category, a Foreign Business License may provide a direct and compliant route to operate.
Related Articles — 2026 DBD Anti-Nominee Framework
Thailand Anti-Nominee Rules 2026: Full Framework — Which Structures Are Affected and How
New Thailand Company Registration Rules 2026: The 3-Month Bank Statement Requirement
Navigating Thai Company Ownership: Risks, Strategies, and Compliance
Foreign Business Licence (FBL) in Thailand: A 2026 Guide
FBA Compliance Review: Structuring Your Thai Business for 2026
The 2026 rules now cover both company formation and certain later amendments involving foreign participation. For that reason, companies with mixed Thai-foreign structures should review their documents and ownership arrangements early.
AIM Bangkok advises on Thai company formation, FBA compliance, corporate restructuring, and compliant market entry structures.
CP&CRO Order No. 1/2569 was issued by the Central Partnership and Company Registration Office, Department of Business Development, and took effect 1 April 2026. For bank statement requirements at the registration stage (Order No. 2/2568), and for the full anti-nominee framework covering automatic database checks and signature certifier rules, see our related articles.
