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.

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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.

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Adapted by ASEAN Now TheStandard 25 Mar 2026

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Bit late now ... go see the islands and see how often this is used.

Thailand’s move to tighten scrutiny on foreign nominee structures is a step in the right direction, but it mostly targets new registrations rather than the large number of existing companies already operating under questionable arrangements.

Authorities acknowledge that over 118,000 companies with 0.01–49.99% foreign shareholding remain in the system, many suspected of using Thai nominees, despite earlier crackdowns reducing suspicious new registrations by 65%.

The new rules require stronger proof of genuine Thai investment: bank statements, financial evidence, and verification of beneficial ownership, but they don’t retroactively address long‑established setups that have operated for years under the 49/51 model.

Estimates suggest that over 80% of such companies may involve nominee structures. So while the policy looks tough, the real challenge remains: enforcement against existing entities where nominee practices are already deeply entrenched.

Without systematic audits of those companies, the underlying issue is unlikely to change.

Maybe Thailand should start with a good registrationsystem of their own businesses first. We can read several times that hotels, restaurants and karaokebars and many others, don't have a permit, but are operating.

THailand forgot maybe that last week there was an article that Vietnam is more interesting to start a business and investment than Thailand. And to open a business you need 3 Thai people who will have 51% of the shares....That is not interesting as The foreigner has always a minority share while it is his investment... but again clean up your businesses first and than chase others

Maybe Thailand should instead make it easier for prospective non-Thai SME business owners/investors/directors to work legally. Help broaden the tax base.

Throwing Thai workers out of a job, with no prospects, is another way of looking at it. Perhaps the government should be a little lenient during an economic turndown.

5 minutes ago, BKKBike09 said:

Maybe Thailand should instead make it easier for prospective non-Thai SME business owners/investors/directors to work legally. Help broaden the tax base.

Like the Chinese/Singaporeans /Koreans?