Stricter Shareholders Verification Requirements under Recent DBD Orders

To further crack down on nominee arrangements, the Department of Business Development (DBD) has issued Order No. 2/2568, Order No. 3/2568, Order No. 4/2568, Order No. 5/2568, and Order No. 1/2569. Order No. 2/2568 to No. 5/2568 came into force on 1 January 2026, whereas Order No. 1/2569 came into force on 1 April 2026. 

These stricter verification requirements apply to the following company incorporations:

• Joint ventures with foreign minority (or any company where foreigners hold less than half of the registered capital)

• Thai companies with foreign directors that sign or co-sign to bind the company, but with no foreign shareholders

Order No. 2/2568 

To ensure that registered capital genuinely belongs to the Thai shareholder at the initial incorporation stage, Clause 2 of Order No. 2/2568 requires three months of bank statements prior to the share payment date. The statements must show traceable funds with withdrawals or transfers that exactly correspond with the amount and date of the share payment, demonstrating that the funds are not temporarily deposited solely for company registration purposes. 

Some businesses may attempt to circumvent this requirement by initially registering with only Thai shareholders and subsequently introducing foreign shareholders or a foreign authorized signatory. However, this approach is increasingly untenable given heightened DBD scrutiny. Accordingly, investment funds should be maintained in Thai partners’ personal accounts prior to the incorporation date, with traceable transactions that match the exact amount and date of the share subscription relied upon for the DBD filing. Furthermore, alternative structures, such as BOI promotion, the Treaty of Amity, or a Foreign Business License, should be carefully considered to mitigate nominee-related risks from the outset, subject to the relevant business, industry, and investor nationality.

Order No. 3/2568

Partners, shareholders, or directors identified as being linked to money laundering risks by the Anti-Money Laundering Office (AMLO) or the Anti-Online Scam Operation Center (AOC) must:

• Appear in person before the registrar

• Provide valid identification documents

• Submit three months’ bank statements evidencing share payments corresponding to the declared amount and date

• Submit a consent letter and supporting documents permitting use of registered address 

• Present a copy of updated shareholders’ agreements in the event of subsequent changes.

To reduce the use of mule accounts, these requirements apply at both the incorporation stage and the post-amendments stage. 

Order No. 4/2568

Where a company’s registered head office address is already used by five or more existing registered partnerships or companies, additional documentation must be provided. This measure particularly affects businesses operating from virtual offices or shared office spaces. Applicants are required to submit a property owner’s consent letter and documents evidencing the right to use the premises, ensuring that the registered office represents a legitimate and verifiable place of business.  

Order No. 5/2568

Thai shareholders or directors holding a State Welfare Card must appear in person before the registrar and provide:

• Three months’ bank statements for the account used for their declared capital contribution

• Updated shareholders’ agreements

• A consent letter permitting the use of the registered address

This requirement aims to prevent individuals lacking sufficient financial capacity from being appointed as shareholders merely for registration purposes. 

Order No. 1/2569

In filing an amendment to a registered partnership or a limited company, the managing partner or director (rather than all directors or shareholders) must submit a written investment confirmation letter to the DBD registrar. The sworn statement confirms that:

1. All partners or shareholders have fully paid up their capital contributions or share subscriptions

2. No Thai individual has acted as a nominee for a foreigner 

3. The signatory consents to information sharing with regulatory authorities and acknowledges potential criminal liability under the Foreign Business Act B.E. 2542 (1999) (FBA) and the Criminal Code in the event of false declarations

Applicable Legal Penalties

• Section 36 (FBA): Thai nationals or juristic persons acting as nominees to facilitate circumvention by foreigners of ownership restrictions may face up to three years’ imprisonment and/or fines ranging from THB 100,000 to THB 1,000,000.

•  Section 37 (FBA): Equivalent penalties apply to foreign principals, including possible court-ordered business cessation and daily fines of THB 10,000 to THB 50,000 for continuing violations.

• Section 137 (Criminal Code): Providing false information to an official may result in up to six months’ imprisonment and/or a fine of up to THB 10,000.

• Section 267 (Criminal Code): Causing an official to make a false entry in a public or official record may result in up to three years’ imprisonment and/or a fine of up to THB 60,000. 

  
  

In addition to submitting a sworn statement, Thai partners or directors may still be required to appear in person before the DBD’s registrar, present identification, and demonstrate income levels consistent with their declared capital contributions. 

Conclusion

These reforms reflect Thailand’s intensified efforts to combat nominee structures and strengthen corporate transparency, while protecting national economic interests and reinforcing the country’s position as a credible investment destination within ASEAN under a predictable, fair and sustainable regulatory framework. To ensure a smooth incorporation or restructuring process under heightened regulatory scrutiny, businesses should carefully assess their documentation, funding sources and potential nominee risks at both the incorporation and amendment stages. Beneficial ownership and capital arrangements must be properly structured and disclosed in compliance with the FBA and other applicable laws. 

Given increased scrutiny, longer processing timelines, and a higher likelihood of registration delays or rejections due to incomplete or inconsistent documentation, close coordination with Thai legal advisors is becoming increasingly vital. Consideration of sector-specific regulations and available exemptions is also critical.

Disclaimer & Contact

This article is provided for general information purposes only and does not constitute legal advice. While I strive to keep my legal analysis accurate and practical, changes in law or other circumstances may affect its application. Readers should not act upon this information without seeking specific legal advice tailored to their circumstances. If you require assistance with shareholder structuring, FBA compliance, nominee risk assessment, drafting shareholders’ agreements and incorporation documents, or company incorporation and amendment filing with the DBD, you are welcome to contact me to arrange an initial discussion.

📩 Contact: osa.chaichit@gmail.com

Osaris Chaichit 

Attorney-at-Law (Thailand) | M&A and Corporate Transactions

Notarial Services Attorney