On 1 December 2025, the Department of Business Development (DBD) issued Order No. 2/2025, introducing stricter evidentiary requirements for the registration of partnerships and limited companies involving foreign investment or foreign authorized signatories. The Order repeals and replaces the earlier 2012 framework, signalling a renewed regulatory focus on combating nominee structures and strengthening the integrity of Thailand’s corporate registration system.
The Order takes effect on 1 January 2026.
Key Changes Under the New Order
1. Expanded Scope Beyond Foreign Shareholding
The new Order applies not only when foreign investors hold shares below 50% but now also when a company:
✓ has no foreign shareholders, yet
✓ appoints a foreign director or
✓ allows a foreigner to co-sign to bind the company.
This expansion reflects the authorities’ increasing scrutiny of Thai-controlled entities with meaningful foreign involvement, even when shareholding thresholds do not trigger foreign business licensing requirements.
2. Mandatory Proof of Financial Capacity for Thai Shareholders
Under Clause 2, applicants must now submit evidence verifying the legitimacy of each Thai shareholder’s investment funds in the following cases:
✓ Where foreign shareholders collectively hold less than 50% of capital, and
✓ Where a foreign director is empowered to act as an authorized signatory, regardless of shareholding structure.
This fundamentally shifts the burden onto Thai shareholders to demonstrate that they genuinely possess and contributed the funds used to acquire their shares.
3. New Banking Documentation Requirement
For each Thai shareholder or partner, the registrar now requires:
✓ A 3-month bank statement, from the account used to pay for shares or capital contribution;
✓ Clear entries showing withdrawals or transfers that match:
⦾ the exact amount of capital paid, and
⦾ the date of payment.
This is a significant procedural tightening designed to authenticate funding sources and detect suspect transactions consistent with nominee arrangements, which remain unlawful under the Foreign Business Act.
Regulatory Rationale and Policy Direction
The Order underscores Thailand’s increasing commitment to:
✓ Enhancing transparency in corporate ownership
✓ Preventing nominee structures, particularly in industries restricted to foreign nationals
✓ Aligning with global AML/CFT standards, including FATF recommendations
✓ Strengthening foreign investment screening mechanisms
✓ Ensuring accuracy and accountability in corporate registration filings
The inclusion of cases involving foreign authorized signatories—even where no foreign equity exists—suggests a broadened interpretation of “effective control,” reflecting the DBD’s concerns over control structures that circumvent the spirit of Thai ownership rules.
Practical Impact on Foreign Investors and Thai Shareholders
Businesses should anticipate:
✓ More rigorous scrutiny during new company setups and share transfers
✓ Delays if shareholders cannot provide matching bank statements
✓ Increased documentation burdens for startups, SMEs, and restructuring transactions
✓ Greater regulatory sensitivity when appointing foreign directors or allowing foreign co-signatories
✓ A heightened need for proper capital structuring and transparent fund flows
Companies using informal arrangements or nominee-style structures will face substantially higher compliance risks.
How MPG Can Assist
As regulatory expectations rise, Mahanakorn Partners Group (MPG) is well positioned to support clients through:
1. Pre-Registration Compliance Review. We assess shareholder structures, proposed fund flows, and documentation readiness to ensure full compliance before submitting applications to the DBD.
2. Shareholder Funding Documentation and Legal Structuring. We assist Thai shareholders in preparing compliant evidence of capital contributions and advise on legal restructuring to avoid regulatory red flags.
3. Director and Signatory Advisory. We guide clients on appointing foreign directors or authorized signatories and ensure that these actions do not inadvertently create FBA exposure or trigger compliance risks.
4. Corporate Governance & AML Compliance Support. We help clients implement transparent capital structures, compliant onboarding procedures, and robust documentation for corporate registries and audits.
5. Ongoing Corporate Secretarial Support. Our corporate services team ensures that filings, amendments, and annual corporate maintenance remain fully compliant with the evolving regulatory standards.
Conclusion
DBD Order No. 2/2025 marks a significant tightening of Thailand’s corporate registration regime, with major implications for both Thai and foreign stakeholders. The new requirements emphasize transparency, proper funding sources, and the dismantling of any structures that could resemble nominee arrangements.
With effect from 1 January 2026, businesses must adopt a more disciplined and documented approach to registration, capital contributions, and corporate governance. MPG stands ready to assist clients in navigating this strengthened regulatory landscape with clarity, compliance, and confidence.