The Digital Screening Systems Are Already Watching
From 1 August 2026, incorporating or amending a Thai limited company involving foreign shareholders or foreign authorised directors will become significantly more difficult.
The Department of Business Development issued Order of the Central Partnership and Company Registration Office No. 2/2569, introducing stricter documentary requirements for companies with foreign nationals as investors, shareholders, or signatories (the “Order”). The new rules are aimed at preventing Thai nationals from being used as nominees and require applicants to prove the actual investment.
This is not just a formality, it is a major shift from checking documents at face value, to examining the economic reality behind the company structure.
The DBD Will No Longer Accept a Shareholding Structure at Face Value
Under the Order, applicants may be required to submit bank statements showing the actual movement of share capital.
For a new company, the Thai shareholders’ statements must show withdrawals or transfers corresponding to the amount of share capital paid. The bank statement of the managing partner or director must show matching incoming payments from the shareholders. The amount and transaction dates must be consistent with the registered capital structure.
In practical terms, the DBD will be able to ask:
- Did the Thai shareholder really have the money that they invested?
- Did the money actually leave that shareholder’s account?
- Did it enter the director’s or company-related receiving account?
- Does the amount match the shareholder’s registered percentage?
- Were the payments made at the time claimed in the registration documents?
A shareholder whose name appears on the BOJ.5 but whose bank account does not support the investment may now create a serious risk.
The DBD’s Digital Systems Are More Capable Than Many Applicants Realise
The information and supporting documents submitted can be assessed against the DBD’s corporate-registration and financial-statement records, registered-office and identity information, relevant risk-screening data from other agencies.
The DBD already operates digital registration, electronic filing, corporate data warehouse and automated name-reservation systems. These platforms allow company data to be processed, compared and screened across large datasets.
In practice, the registration system already flags information that indicates a potential compliance or nominee-structure risk. For example, address information may be cross-checked against government records, including house-registration information. The system also detects when the same address is being used by an unusually high number of companies. An address used by more than five entities attracts further scrutiny. This includes co-working spaces, virtual offices, as well as law firms and accounting firms.
AI’s Role in Detection
Whether these checks are formally described as “AI,” automated risk screening or database cross-checking is less important than the result, that the system can connect information that applicants previously assumed would be reviewed separately.
A nominee structure does not need to contain an obvious confession. It may be exposed through patterns:
- several companies using the same address;
- multiple Thai shareholders using similar transaction patterns;
- Thai shareholder with shares in multiple businesses;
- share payments funded shortly before registration;
- funds entering and leaving accounts on the same day;
- a Thai shareholder whose financial capacity, business experience or apparent ability to understand and participate in the business does not credibly support the claimed ownership;
- a foreign director controlling the company despite holding less than 50% of the shares;
- repeated use of the same contact details, address, accountant or supporting person across unrelated entities.
Once these data points are viewed together, a structure that appears acceptable on paper may look very different.
Foreign Ownership Below 50% Is Not Automatically Safe
A common misunderstanding is that a company is legally “Thai” as long as foreign shareholding remains below 50%. While this is true, that is no longer the full test.
The Order specifically applies to cases involving foreign investment below the statutory foreign-company threshold and even to companies where all shareholders are Thai but a foreign national becomes an authorised director or signatory.
This principle applies to situations where a foreigner becomes a shareholder. Even if a foreigner holds 49% of the shares while there’s 51% Thai shareholding, if the Thai shareholders can’t prove genuine investment or if the foreigner exercises actual control, the Thai shareholding may be considered nominee shareholding.
Directors’ Obligations
The Order introduces a formal Investment Confirmation Letter. Whereby the authorised director(s) must confirm that every shareholder has genuinely invested and paid for their shares. They must also confirm that no Thai person is passively holding shares to support the business as a nominee for a foreign national.
This is significant because responsibility no longer rests only with the shareholder whose name appears in the register.
An authorised director who signs the confirmation may incur personal liability if any information in it is false or misleading. The form expressly refers to potential liability under:
- the Foreign Business Act;
- Section 137 of the Thai Criminal Code for providing false information to an official; and
- Section 267 of the Thai Criminal Code for causing false information to be recorded in an official document.
The confirmation also authorises the registrar to forward relevant information to law-enforcement authorities. This means the document should not be treated as a routine document to be signed off, it is a legal declaration carrying potentially severe criminal consequences.
Existing Companies Are Also Subject to Review
These requirements from the Order are not limited to newly incorporated companies.
A company will face additional scrutiny when it:
- introduces foreign shareholders;
- increases foreign ownership;
- appoints a foreign authorised director; or
- changes the signing authority to include a foreign director.
Where a company that is less than a year old performs any of the above amendments, the registrar may also require bank evidence showing that the original share capital was genuinely paid from the beginning.
This is important because restructuring a company shortly after incorporation may trigger questions about whether the original Thai shareholders were genuine from the outset, or just used to avoid initial scrutiny.
The Risk Is No Longer Limited to Rejection of the Registration
The immediate consequence may be a delayed or rejected application. More seriously, if the information submitted is false or misleading, the filing may expose the signatories and other responsible persons to allegations of providing false information to a government officer or causing false information to be recorded in an official document, as well as possible liability under the Foreign Business Act.
A suspicious file may lead to:
- requests for additional statements;
- examination of the source of funds;
- formal questioning of the Thai shareholders and other relevant persons;
- review of the registered office;
- investigation into actual management and control;
- referral to other authorities; and
- potential criminal proceedings.
The Order expressly allows relevant information to be transmitted to other relevant enforcement agencies. Once the matter reaches such stage, correcting the BOJ.5 or replacing a shareholder may not solve the underlying problem, especially if false information was provided.
What Companies Must Do Before 1 August 2026
Businesses should urgently review any company structure involving foreign ownership, foreign directors or Thai shareholders who did not personally fund their shares.
At a minimum, companies should verify that:
- Each Thai shareholder has sufficient financial capacity;
- The share payment came from that shareholder’s own account;
- The transaction amount matches the registered shareholding;
- The receiving account shows the corresponding incoming payment;
- The registered address is genuine and can support the business;
- All house-registration details are accurate;
- The shareholder, director and contact information is consistent across all documents;
- Thai shareholders can demonstrate a credible basis for their investment, while directors have the knowledge and authority to perform their roles;
- Thai shareholders can evidence meaningful and independent participation in corporate governance—including attendance at, or valid participation in, AGMs and EGMs, the exercise of voting rights, and informed approval of resolutions—rather than merely lending their names or signing documents at another person’s direction; and
- The company can explain who exercises actual control.
Do not assume that an application will pass simply because the documents appear complete.
Final Warning
The era of using Thai names merely to satisfy a percentage requirement is becoming far more dangerous.
The DBD is increasingly able to assess patterns, compare records and identify inconsistencies automatically. A structure that relied on fragmented information, weak supporting documents or nominal Thai participation may now be detected before the registrar even asks the first question.
The DBD is no longer looking only at who signed the application, it is looking at:
- who supplied the money;
- who received the money;
- who controls the company;
- where the business is located;
- how many companies use that address;
- whether the shareholder’s financial profile makes sense; and
- whether the entire structure is commercially credible.
From 1 August 2026, the question will not simply be whether the paperwork is complete.
If you are concerned that your company structure may trigger the DBD’s nominee arrangement checks, particularly where there is foreign control, foreign authorised directors or Thai shareholders whose investment cannot be substantiated, now is the time to seek advice rather than wait for a problem. We encourage you to try the offline self-assessment tool as an initial guide: Nominee Structure Assessment. If you would like tailored advice on your specific circumstances, please get in touch with us using the form below or email [email protected].
