DBD has ordered stricter documentary checks on new and amended partnerships and limited companies involving foreign investors or signatories, effective 1 August 2026, as part of a wider crackdown on nominee arrangements.
Thailand’s Department of Business Development (DBD) requires partnerships and limited companies involving foreign investors or foreign authorised directors to provide financial evidence when registering certain new entities or amendments, under Central Partnership and Company Registration Office Order No. 2/2559.
The requirements are intended to verify that investments are genuine and to prevent Thai nationals from being used as nominees to circumvent foreign business restrictions.
When the rules apply
For new company registrations, supporting financial documents are required where a foreigner invests in or holds shares in a partnership or limited company but the foreign shareholding is below 50% of registered capital.
The requirement also applies to a limited company with no foreign shareholders where a foreigner is appointed as an authorised director with authority to sign and legally bind the company.
For amendments to existing registrations, documents are required where a partnership adds a foreign partner, provided total foreign investment remains below 50%, and the foreigner is not the managing partner.
The requirement also covers a limited company that originally had only Thai authorised directors and later registers an amendment to appoint a foreigner as an authorised or signing director.
Companies incorporated after the order takes effect that apply for an amendment covered by Clause 4 within one year of incorporation must also provide the required investment explanations and bank statements.
Bank statements and investment evidence
Applicants covered by the order must submit an Investment Explanation Form together with supporting financial records.
Each Thai partner or shareholder must provide a bank statement covering at least three historical months before the payment date of the shares or investment. The statement must show withdrawal or transfer transactions corresponding to the amount and date of the investment payment.
A bank statement must also be provided for the account of the managing partner or authorised director that received the called-up capital. It must show deposits or transfers from each partner or shareholder and correspond with the reported investment amounts and payment dates.
Where a managing partner or director receives company funds in their own bank account and uses the remaining balance in that account to pay for their own shares without a separate withdrawal or transfer, Clause 3(1) requires details of the bank, branch, account name, account number, remaining balance and amount used to be declared.
Investment explanation forms
The Investment Explanation Form contains separate templates for new establishments and amendments.
For new establishments, the Thai Partners/Shareholders Payment Table records the names of investors, investment amounts, payment dates, banks and branches used for transfers, and transferor account details.
The form also requires details of the recipient account, including the bank, account name, account number and branch, together with a record of deposits received from each investor.
The total capital received must reconcile with the individual investment payments.
For amendments, the corresponding section records capital payments connected with the registered amendment.
Confirmation of genuine investment
Managing partners and authorised directors must sign an Investment Confirmation Letter.
The letter confirms that partners or shareholders have actually paid their capital and that Thai nationals are not acting as “nominees” to circumvent foreign business laws.
The order, Order of the Central Partnership and Company Registration Office No. 2/2559, was signed by Mr Pongpun Gearaviriyapun, Director-General of the Department of Business Development, acting as the Central Registrar, on 19 July 2016. It took effect on August 1, 2016 (B.E. 2559).
Penalties for false information and nominee arrangements
The order warns of criminal consequences for nominee arrangements and false information.
Under Section 36 of the Foreign Business Act, B.E. 2542, nominee offences can result in imprisonment of up to three years, a fine of THB 100,000 to THB 1,000,000, or both.
Section 137 of the Criminal Code provides for imprisonment of up to six months, a fine of up to THB 10,000, or both for making false statements to an official.
False entries in official records under Section 267 of the Criminal Code can carry imprisonment of up to three years, a fine of up to THB 60,000, or both.
