Thailand's Department of Business Development has begun tougher checks on company changes involving foreign investors, shareholders, directors and authorised signatories, under a new order taking effect from August 1. The measure is intended to stop Thai nationals being used as nominee shareholders, while the government says legitimate foreign investment will continue to be supported. Prime Minister's Office deputy spokesperson Lalida Periswiwatana said Order No. 2/2569 on the Central Registry of Partnerships and Companies closes a gap in the previous system. Until now, screening focused mainly on the point at which a company was first registered. Under the new approach, scrutiny will also apply when an existing company changes its shareholders, directors or authorised signing arrangements. Authorities believe such changes could previously have been used to bypass initial registration checks. Extra evidence for foreign-linked investment Cases involving foreign investors or people with signing authority must now include a letter explaining the investment. They must also provide three months of bank statements from both the Thai investor making the investment and the representative or legal entity receiving it, in line with established criteria. The documents are intended to allow officials to examine where investment funds came from and whether the stated investor has the financial capacity to make the investment. The government says this should improve transparency and reduce the use of nominee shareholders. For foreigners setting up, buying into or restructuring a Thai company, the practical effect is likely to be more paperwork and closer attention to funding trails. This is particularly relevant where Thai shareholders are involved in an investment connected to a foreign national or foreign business. Lalida said the objective was fair competition and protection for honest businesses, rather than restricting legally conducted foreign investment. Land and shareholder records also targeted The government is also working to link information held by the Department of Business Development, Land Department and other agencies. This is intended to improve inspections, prevent companies being used for illegal land ownership and check shareholder identities against the civil registration database. From August 1, the Department of Business Development will place a disclaimer on copies of shareholder lists. It will state that the documents are records held by the registrar, not certificates confirming the current shareholder position. Current ownership must instead be established from the shareholder register that companies are legally required to maintain. Thailand currently has more than one million active legal entities. Of those, 119,116 companies have foreign shareholders holding no more than 49.99%, according to Lalida. She stressed that the figure is used for risk assessment and screening only, and does not mean all such companies are nominee structures or involved in illegal activity. Any action will be considered case by case, based on evidence and facts. "The government affirms its commitment to promoting a transparent, fair, and competitive investment climate, ready to facilitate both Thai and foreign investors conducting business legally, while simultaneously preventing the use of Thai nationals as proxies and actions that exploit the country's economic system, in order to build long-term confidence for businesses and the public," she said. Picture courtesy of TNR Join the discussion? 3 August 2026
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