Thailand sets business registration checks to curb nominees from Aug 1

Poonpong Naiyanapakorn, director-general of the Department of Business Development (DBD) under the Ministry of Commerce, disclosed on Friday (July 31, 2026) that the department had issued Order No. 2/2026 of the Office of the Central Company and Partnership Registration.

The order sets criteria and supporting-document requirements for applications to incorporate partnerships and limited companies or amend their registrations.

It is intended to verify actual investment capacity and close loopholes in juristic-person registration involving Thai nominees, and will take effect on Saturday (August 1, 2026).

Evasion tactics have evolved

Poonpong explained that the department had already introduced measures to inspect and screen high-risk juristic persons at the incorporation stage, including capital checks provided by Thai co-investors.

Although the measures had reduced nominee risks to some extent, close monitoring found that those seeking to evade the rules had developed new methods and were not complying with the department’s requirements.

Registrants often establish entities under structures that fall outside the specified conditions, allowing them to pass officers’ initial screening before later applying to amend the registrations to allow foreigners to invest, hold shares or become directors with signing authority.

The practice systematically circumvents the existing checks.

Stronger safeguards to close loopholes

For this reason, the department issued Order No. 2/2026 to strengthen safeguards and close the gaps.

Its main provision extends scrutiny across the business life cycle, from incorporation to the registration of subsequent amendments, to prevent later changes to shareholder or director structures.

The order also tightens supporting-document requirements.

Where a foreign national is a co-investor or has signing authority, applicants must submit an investment explanation letter and bank statements covering the previous three months for both the Thai investors who paid the capital and the representative or juristic person receiving those payments, enabling officials to examine their actual investment capacity.

Thailand currently has 1,004,558 active juristic persons, comprising 200,327 partnerships, 802,717 limited companies and 1,514 public limited companies. Among them are 119,116 companies in which foreign investors hold between 0.01% and 49.99%, meaning they retain Thai juristic-person status and are classified as nominee-risk entities.

Rules not expected to burden lawful operators

The department believes the measure will not burden law-abiding operators.

Instead, it is intended to strengthen safeguards against company registrations in which Thai nationals act as concealed proxies for foreigners under nominee arrangements, allowing businesses to operate while evading or violating the law.

In addition to implementing Order No. 2/2026 from Saturday (August 1, 2026), the department will step up ongoing inspections in high-risk areas where nominee activity is considered damaging to the country.

These include Chon Buri, Rayong, Chiang Mai, Chiang Rai, Surat Thani, Phuket and Krabi.

If abnormal registrations or attempts to evade the law are detected, the department and relevant agencies are prepared to take firm legal action in every case.

A nominee offence under the Foreign Business Act 1999 is punishable under Section 36 by up to three years’ imprisonment, a fine ranging from THB100,000 to THB1 million, or both.

Foreign nationals who operate businesses without permission face the same penalties under Section 37, and the court will also order the business to cease operating.

The department has previously worked with the Royal Thai Police (RTP), the Department of Special Investigation (DSI) and other relevant agencies to arrest and prosecute foreign and Thai offenders in several areas across the country.