On 14 July 2026, Thailand’s Central Registrar signed Order No. 2/2569 of the Central Partnership and Company Registration Office — the latest measure in the Department of Business Development’s campaign against nominee company structures. Since 1 August 2026 it has replaced the two earlier orders — the bank-statement rule of December 2025 (Order 2/2568) and the confirmation-letter rule of March 2026 (Order 1/2569) — with a single, stricter regime covering both new registrations and amendments.
What Is DBD Order 2/2569?
DBD Order 2/2569 is a Department of Business Development order, signed on 14 July 2026 and in force since 1 August 2026, requiring documentary proof that Thai shareholders genuinely funded their own shares wherever a filing involves minority foreign ownership or a foreign signing director.
The target is unchanged: nominee structures, where Thai nationals hold shares on paper while a foreigner supplies the money. What changes is the depth of the check. Where the rules apply, the filing must now document the entire payment chain:
who paid → how much → when → who received it.
The DBD says the point is to test genuine investment capability. The Order itself does one thing: it prescribes the documents.
In short
One consolidated order replaced the December 2025 and March 2026 rules on 1 August 2026. It is triggered by specific situations — not by every company. Documentation is now required from both sides: the Thai shareholder’s paying account and the account that received the capital. And newly formed partnerships and companies that file a triggering amendment within their first year must produce a bank statement showing the formation capital arrived.
Who Is Affected by the New Rules?
The rules apply when foreigners hold less than 50% of capital in a new registration, or when a foreigner gains authority to sign and bind an otherwise Thai company.
| Your filing | When the order applies |
|---|---|
| New company or partnership | Foreign partners or shareholders will hold less than 50% of the capital. |
| New limited company, Thai shareholders only | No foreigner holds shares, but a foreigner is a director authorised to sign — alone or jointly — and bind the company. |
| Amendment — foreign partner joins a partnership | The partnership was all-Thai or at least 50% foreign-invested; after the change, foreigners hold below 50% and no foreigner is managing partner. |
| Amendment — foreign director gains signing authority | All authorised signatories were Thai; the change gives a foreigner sole or joint signing power. Two filings can do it: a change of directors, or a change to the number or names of the directors authorised to sign — amending only the signatory clause, so that a foreign director already on the board gains signing power, is equally caught. This turns on signing authority, not ownership — even a 100% foreign, BOI, Amity or FBL company is caught if its signatories were all Thai. |
| New entity amending within its first year | An entity registered on or after 1 August 2026 files one of the above amendments within one year of incorporation — extra proof of capital applies (see the one-year rule below). |
100% foreign formations, foreign-majority and exactly 50/50 structures, and all-Thai companies without a foreign signing director fall outside the additional documents required by Order 2/2569 — though the universal database checks (AMLO, address, welfare card) and other DBD and FBA requirements continue to apply to every filing as before.
Required Documents and Signatories
Two documents sit at the centre of the new regime — an Investment Clarification Letter for new registrations and an Investment Confirmation Letter for amendments — each backed by bank statements.
1. Investment Clarification Letter (หนังสือชี้แจงการลงทุน) — for new registrations
There are two versions of this letter annexed to the Order — one for establishment, one for amendments. This section covers the establishment version; the amendment version appears under the one-year rule below.
A new DBD template listing every capital payment by name, amount, date and account, signed by the registration applicant(s). Two sets of bank statements go with it:
- for each Thai partner or shareholder — a statement of the account they paid from, covering the 3 months before payment, showing the withdrawal or transfer that matches their contribution in amount and date;
- for the receiving managing partner or director — a statement showing every shareholder’s incoming payment, foreign shareholders included. If that person paid their own contribution from the balance of the same account, a further 3-month statement from the receipt date.
The Order does not require bank statements from foreign shareholders — their payment simply has to appear in the receiving account, matching the letter in amount and date.
2. Investment Confirmation Letter (หนังสือยืนยันการลงทุน) — for amendments
Signed by the managing partner(s) or authorised director(s), confirming that every partner or shareholder genuinely invested and that no Thai person is fronting for a foreigner. The liability it acknowledges is of two kinds: assisting a nominee arrangement is an offence under Section 36 of the Foreign Business Act (up to 3 years’ imprisonment, fine of THB 100,000–1,000,000, or both), and giving the registrar false information may separately engage Criminal Code Sections 137 and 267.
The letter carries one more undertaking that is easy to miss: the signatory consents to the registrar and officials forwarding the information to law-enforcement agencies. This is not boilerplate. It 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.
Worried the new nominee rules touch your structure?
Tell us briefly about your case and our Bangkok legal team will map out your options.
The One-Year Rule for New Companies
Companies registered on or after 1 August 2026 that file a triggering amendment within their first year must re-prove receipt of their formation capital.
It applies only to entities incorporated on or after 1 August 2026. If such a company or partnership files a triggering amendment within one year of incorporation, it must file — on top of the confirmation letter — 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. Either way the statement must show receipt of all capital required to be received at formation: for a limited company, the amount actually called — lawfully as little as 25% of registered capital; for a partnership, the full contribution, matching the registered capital. Companies existing before 1 August 2026 are not subject to this rule — and the exclusion is permanent, not a grace period. Incorporation date, not amendment date, is what fixes exposure. A company incorporated on 31 July 2026 that adds a foreign signing director in October files only the confirmation letter. The same company incorporated two days later files the confirmation letter, the amendment-stage clarification letter and the bank statement.
The target is the “register all-Thai first, add the foreigner later” sequence — and the DBD says so. Announcing the Order, the Director-General described registrants forming entities that pass the initial screening, then filing amendments afterwards to bring in foreign shareholders or an authorised foreign signatory. For new entities the money check is no longer deferred; it moves to the amendment.
New Disclaimer on Shareholder Lists (บอจ.5)
Since 1 August 2026, a certified บอจ.5 shareholder list is evidence of registration only — the registrar does not certify that the people listed are the true shareholders.
Order 2/2569 was not the only thing that changed on 1 August. In a separate announcement (DBD release No. 326) the DBD confirmed that since 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. This comes from a press release, not from Order 2/2569 — but anyone relying on บอจ.5 extracts for due diligence should note the change.
Before vs After 1 August 2026: What Changed
The table below summarises the practical differences between filings made before and from 1 August 2026.
| Area | Before 1 August 2026 | From 1 August 2026 (Order 2/2569) |
|---|---|---|
| Governing rules | Two separate DBD orders (December 2025 and March 2026) | One consolidated order covering registrations and amendments |
| Proof of Thai shareholder funding | No single payment-chain evidence standard | Investment Clarification Letter itemising every payment: who paid → how much → when → who received it |
| Bank statements | Not reconciled end-to-end | 3 months of statements from each Thai payer’s account and the receiving account; both sides must match |
| Foreign director gains signing authority | No dedicated confirmation filing | Investment Confirmation Letter with FBA s.36 and Criminal Code ss.137/267 acknowledgements |
| New company amends in its first year | No look-back | Entities registered on/after 1 Aug 2026 must re-prove formation capital on a triggering amendment within year one |
| Certified บอจ.5 shareholder list | Issued without qualification | Carries a disclaimer that the registrar does not certify true ownership; identities cross-checked against DOPA records |
| Which regime applies | Filings before 1 Aug 2026: prior rules | Filings on/after 1 Aug 2026: Order 2/2569, regardless of when registration completes |
Why Thailand Is Tightening Nominee Enforcement
Order 2/2569 is the registration-stage arm of a nationwide anti-nominee campaign that has already referred 14,800 companies for tax audit and flagged 119,116 for minority foreign shareholding.
Order 2/2569 is not an isolated measure — it is the next phase of a campaign running since January 2026. By the Ministry of Commerce’s July 2026 statement, 14,800 companies have been referred to the Revenue Department for audit, with thousands more cases at police economic-crime units and the DSI. Announcing Order 2/2569 on 31 July 2026 (DBD release No. 329), the DBD sized the target population: of 1,004,558 active juristic persons — 200,327 partnerships, 802,717 limited companies and 1,514 public companies — 119,116 have foreign participation of 0.01–49.99% and so remain Thai for legal purposes. Seven provinces are named for continued inspection: Chonburi, Rayong, Chiang Mai, Chiang Rai, Surat Thani, Phuket and Krabi. The DBD also flags Section 37 of the Foreign Business Act alongside Section 36: a foreigner operating a restricted business without permission faces the same penalty range, and the court will order the business to cease. The forms, meanwhile, require the outgoing payments and the receiving account’s entries to reconcile — the letter’s own summary total must match the sum of the receipts listed.
How to Prepare Before Filing
The safest approach is to make every capital payment traceable through the banking system and to reconcile both sides of the trail before anything is filed.
- Thai shareholders: pay from your own account and keep 3 months of clean statements behind the payment.
- Foreign shareholders: make sure the payment lands in the receiving account matching the letter in amount and date.
- Reconcile before filing: outgoing payments, incoming payments, amounts and dates must all match the letter.
- Applications filed before 1 August remain governed by the rules in force when they were filed — it is the filing date that counts, not the date the registrar completes the registration.
Frequently Asked Questions
When did DBD Order 2/2569 take effect?
It was signed on 14 July 2026 and took effect on 1 August 2026.
Does DBD Order 2/2569 apply to BOI, Amity Treaty, or 100% foreign companies?
Not at formation. At amendments, the trigger is signing authority: if all authorised signatories were Thai and a foreigner gains signing power, the confirmation letter applies regardless of ownership — the order contains no exemption for promoted or licensed structures.
Can Thai shareholders pay for their shares in cash?
Only if the cash leaves the required banking trail. The Order prescribes bank-statement evidence, not a payment method, and the forms expressly contemplate withdrawals as well as transfers — so cash withdrawn from a Thai shareholder’s account and deposited into the receiving account works. A hand-to-hand payment that never touches a bank account produces no withdrawal entry and cannot satisfy the Order.
Is 25% paid-up capital still allowed under the new rules?
Yes — the order does not change Section 1110 of the Civil and Commercial Code. All statements then reconcile against the called amount. But if the capital exists to support a work permit, Labour Ministry practice generally expects THB 2 million paid up per foreign employee.
Does adding a shareholder to an existing Thai company trigger the new requirements?
For limited companies, no — pure share transfers (updates to the บอจ.5 shareholder list) are not a trigger. The company-amendment trigger is a foreign director gaining authority to sign and bind the company. The DBD press release describes the Order as covering later changes of shareholder structure; the Order itself contains no such trigger for limited companies, and the Order controls.
For the complete picture — the universal database checks, decision tables for every ownership structure, and the full amendment matrix — see our updated complete guide to the 2026 DBD anti-nominee framework:
Planning your structure — or reviewing an existing one?
Our corporate law team advises on structure selection, company formation with the funding trail done right, and restructuring existing companies under the DBD’s anti-nominee rules. Talk to us before you file.
This article is general legal information, not legal advice. The Thai text of the order controls; confirm matters of Thai law with a Thai-qualified lawyer before acting.
