Starting 1st August 2026, Department of Business Development (DBD) has introduced stricter requirements for partnerships and companies that involve foreign investors or foreign authorized signatories in the “Order of the Central Office of the Company and Partnership Registration No. 2/2569 Regarding The Criteria and Supporting Documents for Incorporation and Registration Amendment of Partnerships and Limited Companies in Cases Where Foreigners are Investors or Have Signing Authority in Partnerships and Companies”.
The measures aim to strengthen transparency in ownership and control structures, prevent the use of Thai nominees, and ensure that reported shareholdings reflect genuine investment arrangements. The new requirements also enhance verification of funding sources and discourage artificial shareholding arrangements.
What has changed?
The new DBD order cancelled the previous two orders issued in December 2025 and March 2026, namely, the Order of the Central Office of the Company and Partnership Registration No. 2/2568, and Order of the Central Office of the Company and Partnership Registration No. 1/2569.
Under the previous orders, where foreign shareholders held less than 50% of a company’s share capital, the Thai shareholders were required to provide their three-month bank statements to demonstrate that they had transferred funds equivalent to the value of the shares held by them, evidencing that the Thai shareholders had actually paid for their shares and were not merely holding the shares on behalf of foreign shareholders who had ultimately provided the funds.
Under the new order, the documents required have been tightened. In addition to the three-month bank statements of the Thai shareholders, the company must now provide (i) a Clarification Letter on Details of Investment disclosing the bank account details used to transfer the share payment, and (ii) bank statements of the recipient, being the company’s director, showing the corresponding receipt of the share capital payment from the shareholders.
These additional documents are intended to provide a clearer audit trail of the investment funds and enable the DBD to verify that the Thai shareholders have genuinely funded their share investment and are not holding shares on behalf of, or using funds provided by, foreign individuals or entities.
Practical implications for businesses
Companies with foreign shareholders, foreign partners, or foreign directors who have signing authority should expect greater scrutiny during incorporation and when making changes to their corporate structure. Registration applications may require additional preparation time to gather supporting documentation and evidence of funding.
Key takeaway for foreign investors
Foreign businesses planning new investments, restructurings, or changes to authorized signatories should review their ownership and funding arrangements carefully before filing with the DBD. Maintaining clear records that demonstrate genuine investment and decision-making authority will be increasingly important to avoid delays and regulatory inquiries.
The new order reinforces the DBD’s focus on transparency and anti-nominee enforcement. Companies with any level of foreign involvement should ensure that their shareholding structure and investment documentation can withstand regulatory review.
Comparison Table
Topic | Previous Requirement | New Requirement |
Incorporation of partnerships and companies having foreign investor | Partnerships: Where a foreign partner contributed less than 50% of the partnership capital à all Thai partners are required to provide three-month bank statements evidencing payment of their capital contributions. | Partnerships: Additional Investment Clarification Letter and bank statements of the capital recipient, being the Managing Partner, must also be submitted. |
Limited Companies: Where the company has a foreign shareholder holding less than 50% of the shares, or has no foreign shareholders but has a foreign director who is authorized to sign on behalf of the company à all Thai shareholders are required to provide three-month bank statements evidencing payment of their share capital. | Limited Companies: Additional Investment Clarification Letter and bank statements of the share capital recipient, being the company’s director, must also be submitted. | |
*Registration for the Amendment of Partners or Directors | Partnerships: Where all partners are Thai nationals, or where the foreign partners collectively contribute at least 50% of the total partnership capital, and the partnership subsequently registers an amendment resulting in the foreign partners holding less than 50% of the total capital and having no foreign managing partner à the “Investment Confirmation Letter” must be submitted. | Partnerships: Replace the general “Investment Confirmation Letter” with an “Investment Clarification Letter” disclosing the relevant bank account details. |
Limited Companies: Where all authorized directors are Thai nationals, and if the registration for amendment results in foreign nationals becoming the authorized director whether sole signatory or co-signatory à the “Investment Confirmation Letter” must be submitted. | Limited Companies: Replace the general “Investment Confirmation Letter” with an “Investment Clarification Letter” disclosing the relevant bank account details in accordance with the form prescribed by the DBD.
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*Registration of an amendment to the partners or directors within one year from the incorporation date, in the case of a partnership or company incorporated after the effective date of the New Order Additional Required Documents: 1. The “Investment Clarification Letter” in accordance with the form prescribed by the DBD. 2. Bank statements issued by the bank evidencing that the partnership or company has received the relevant capital contribution/payment, or, bank statements of the Managing Partner or Director showing receipt of the relevant capital contribution. | ||
Contributors by PKF Legal (Thailand) Ltd.,
Natkamon Paisarnsinchai
Senior Legal Associate
