Thailand’s Department of Business Development (DBD) will enforce stricter company registration rules from 1 April 2026, requiring Thai shareholders in foreign-linked businesses to certify that their investments are genuine. The move aims to clamp down on the long-standing issue of “nominee” arrangements, where Thai nationals act as proxies for foreign investors. Authorities warn that non-compliance could lead to criminal penalties and deeper investigations. Get today's headlines by email The new directive, issued on 16 March 2026 as Order No. 1/2569 by the Central Partnership and Company Registration Office, mandates that applicants confirm Thai shareholders have genuinely invested and paid for their shares. It also requires assurance that they are not assisting or enabling foreign nationals to operate businesses unlawfully through nominee structures. The rule applies to cases where foreigners become partners, directors with signing authority, or otherwise gain influence in Thai-registered entities. This follows earlier measures introduced on 1 January 2026, which required “at-risk” entities, those with foreign shareholding below 50% or shared director authority, to submit Thai shareholders’ bank statements. While that step reportedly reduced nominee-related registrations by 65%, officials found continued attempts to exploit legal loopholes. As a result, the DBD has moved to tighten verification requirements further. Authorities stated that any suspicious declarations under the new rule will be referred to the Central Investigation Bureau of the Royal Thai Police for detailed scrutiny. Legal penalties include up to six months’ imprisonment or a fine of up to 10,000 baht under Sections 137 and 267 of the Criminal Code for false statements, or up to three years’ imprisonment and fines of up to 60,000 baht depending on the offence. Violations under the Foreign Business Act B.E. 2542 (1999), Section 36, carry penalties of up to three years in prison or fines ranging from 100,000 to 1,000,000 baht, or both. DBD Director-General Phunpong Naiyanapakorn said nominee arrangements distort fair competition and harm Thailand’s economic structure. He noted that 118,016 limited companies currently have foreign shareholdings between 0.01% and 49.99%, some legitimate but many suspected of using Thai proxies to maintain local status. The new rules are intended to improve transparency and attract genuine investment. The Standard reported that the order takes full effect on 1 April 2026, with authorities monitoring any unusual surge in registrations before that date. Companies suspected of rushing applications to evade the new rules will face special scrutiny and potential legal action. Enforcement will focus particularly on five high-risk provinces: Chon Buri, Chiang Mai, Surat Thani, Phuket, and Krabi. Join the discussion? Already a member? Adapted by ASEAN Now TheStandard 25 Mar 2026
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