New DBD Rule Targets Nominee Arrangements: Companies with Foreign Shareholders Must Submit 3 Months of Bank Statements, Effective 1 August 2026
Written by the team at Prompt Plus Accounting · About us · · Updated 2026-10-10
From 1 August 2026, registering a company with less than 50% foreign shareholding or a foreign director requires 3 months of bank statements from every Thai shareholder, along with an Investment Explanation Letter. Find out who is affected, what you need to prepare, and how severe the penalties for nominee arrangements are.
The Department of Business Development (DBD) has issued Central Partnership and Company Registrar Order No. 2/2569, setting out the criteria and supporting documents required to register and amend partnerships and limited companies. The order aims to prevent foreigners from using Thai nationals as “nominees,” and takes effect on 1 August 2026.Why the New Rule?
The DBD already checked Thai shareholders’ capital contributions at the incorporation stage. However, some parties exploited a loophole by incorporating a company that passed the initial checks, then later amending the shareholders or directors to allow foreigners to hold shares or become authorized signatories.
The order also consolidates two earlier rules into one: Order No. 2/2568 (bank statement requirement) and Order No. 1/2569 (foreigners acting as authorized signatories).
Who Is Affected?
Not every company — only the following cases:
New registration where a foreign partner or shareholder holds less than 50% of the registered capital
New registration where no foreigner holds shares, but a foreigner is appointed as an authorized director
Amendment to add a foreign partner or shareholder (with total foreign holding remaining below 50%), or to appoint a foreigner as an authorized signatory
⚠️ Companies registered before 1 August 2026 that file such an amendment within one year of incorporation may also be covered.
For New Registrations
Bank statements of every Thai shareholder, covering the previous 3 months and showing the withdrawal or transfer used to pay for their shares
Bank statement of the account receiving the capital (managing partner or director), showing payments received from every shareholder
Investment Explanation Letter on the DBD’s prescribed form, detailing the flow of funds from each Thai shareholder to the receiving account
“The total capital received in the account must match the total amounts listed as received from each shareholder.”
For Amendments
Submit an Investment Confirmation Letter, in which the managing partner or directors confirm that every shareholder genuinely invested and that no Thai national is acting as a nominee for a foreigner.
Penalties
Nominee arrangements under Section 36 of the Foreign Business Act B.E. 2542 (1999): imprisonment of up to 3 years, a fine of THB 100,000–1,000,000, or both
Providing false information to the registrar is also a criminal offence under Sections 137 and 267 of the Criminal Code
Areas Under Close DBD Inspection
Chonburi, Rayong, Chiang Mai, Chiang Rai, Surat Thani, Phuket and Krabi. The DBD has identified 119,116 companies with 0.01–49.99% foreign shareholding as a nominee risk group.
The DBD emphasizes that this measure does not burden honest businesses but is designed to stop Thai nationals from fronting for foreigners to avoid the law.
DBD Call Center: 1570
This article is general information, not advice for a specific case. Please consult us before making a decision.
