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?

Yeah they always say they’re gonna clean it up nothing ever changes here lawyers know how to get around the rules and if you pay the Police off everybody looks the other way TIT

Thailand has reached the stage of development where they don't micro investments from medium income farangs. There should be limits of $10million + $1million default deposit USD for part foreign (non asian) owned business, and long prison sentences for the slightest violation.

These rules should not be applied to their neighbors nationals. They are a valuable resource to Thailand and make a net positive contribution to Thai quality of life.

Again. Must be that time of year... Like floods or burning season... Just wait and it will come around again with no changes for the better.

Good luck to buy a apartment or a condo now!!!!

I would consider the nominee situation in walking street in Pattaya could produce some interesting data, where it is bristling with new Indian restaurants. I think most of them would be in some sort of illegal situation with regard to licenses , visas, registration of tax returns , and nominee violations , and every other by law you can think of !!!.

4 hours ago, VocalNeal said:

Like the Chinese/Singaporeans /Koreans?

You're right, the whole of SEA applies the same xenophobe rules, but at the same time they are setting up 100% owned companies in the countries they prohibit of doing in their countries.
Time that western countries start to apply the same rules.

1 hour ago, norsurin said:

Good luck to buy an apartment or a condo now!!!!

It’s my understanding that you don’t need a company to buy a condo if the overall foreign ownership of the development is less than 50%.

So no luck needed to buy a condo.

8 minutes ago, wensiensheng said:

It’s my understanding that you don’t need a company to buy a condo if the overall foreign ownership of the development is less than 50%.

So no luck needed to buy a condo.

8 minutes ago, wensiensheng said:

It’s my understanding that you don’t need a company to buy a condo if the overall foreign ownership of the development is less than 50%.

So no luck needed to buy a condo.

8 minutes ago, wensiensheng said:

It’s my understanding that you don’t need a company to buy a condo if the overall foreign ownership of the development is less than 50%.

So no luck needed to buy a condo.

Do u really trust the thai goverment?

This kind of illegal but common practice suits the authorities. They need all the foreign business and money and can pretend they haven't noticed, but if you upset someone then they can then enforce the law.

2 minutes ago, norsurin said:

Do u really trust the thai goverment?

What has that got to do with it? I simply stated my understanding of the current regulations. Which have been in force for many years btw.

So you CAN buy a condo without needing any luck. Whether you or anyone else wishes to do so taking into account the myriad of other factors involved, is entirely up to you/them

At some point they will go after such companies that own properties.
There is a lot more to gain, than shutting down bars and restaurants and other small business that are renting.

2026 and still these silly rules

let foreigners own the 100% of the company they paid 100% without silly 4 thais that bring nothing to the company if one is required only, with the needed skills

I would love to be an agent myself for English speaking customers, but not allowed

so I am a landlord only

11 hours ago, Georgealbert said:

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?

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Adapted by ASEAN Now TheStandard 25 Mar 2026

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11 hours ago, Georgealbert said:

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

View full article

11 hours ago, Georgealbert said:

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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"...Company Registration Office, mandates that applicants confirm Thai shareholders have genuinely invested and paid for their shares."

I learned in business school shares can be parttly paidy the unpaid value of the shares held and for example a person might have shares in a Pty Ltd company, if the company fails the shareholders responsibility to the company is only the unpaid value of shares held by that person. Has that changed?

12 hours ago, VocalNeal said:

Like the Chinese/Singaporeans /Koreans?

Those are three countries that have far more dynamic economies than Thailand. Singapore is not really a fair comparison because it has a small population and no opportunity for industry based on exploitation of indigenous resources.

Thailand is held back by outdated thinking and the power of vested interests. The latest election a case in point.

Thailand talks about welcoming investment and being a hub for this, that or the other, but only when that's big foreign companies showing an interest.

21 hours 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.

I doubt they want the competition or to be pushed out of their jobs by foreigners. Commendable that they at least look after their own people.....

I agree with others have suggested. Allow 100% foreign ownership in the services sector, on condition a certain minimum share capital is brought in from overseas. Make it $1 million, $10 million or whatever. And stipulate minimum number of Thai employees, 10, 50 or whatever. It's been done before in the retail sector, securities brokerage and has worked well. If there are certain sectors they want to protect, like travel agencies, property development, companies set up just to buy a house, exclude them. But do something positive that facilitates serious foreign investment and benefits Thais, not just introducing negative rules all the time that choke off serious investment and doesn't nothing for the economy.