The landscape for foreign investment in Thailand is undergoing a significant shift toward transparency and stricter oversight. The Department of Business Development (DBD) recently issued Order 1/2569, effective April 1, 2026, targeting how companies register foreign partners in limited partnerships and authorized foreign directors in private limited companies.

The New Mandatory “Investment Confirmation Statement”

Under the new regulation, the Investment Confirmation Statement must be submitted to the DBD when a company or partnership amends its structure to include a foreign partner in a partnership or a company’s authorized director.

Such letter of statement must be signed by the current managing partner of the partnership or the authorized director of the company who signed the application for such amendment.

The content of the letter confirms an attestation on the following:

• Verified Capital: To confirm that all partners or shareholders have actually made payment for their capital contributions as registered with the DBD.
• Anti-Nominee Statement: To confirm that no Thai nationals assist in or aid and abets or participates in the operation of a foreigner’s business in acting as “nominee”.
• Acknowledgement of the violation of the law: To confirm that it is being aware of the violation to the Foreign Business Act B.E. 2542 (1999) which may result to a penalty of not exceeding three years imprisonment or a fine of THB 100,000 to 1,000,000 or both, and may also constitute an offense under the Criminal Code for providing false statements.

When Is this Confirmation Statement Required?

According to the new regulations, the confirmation statement is mandatory in the following scenarios:

• Limited Partnership: When a partnership that previously had all Thai partners, or had foreign partners holding 50% or more of the capital, restructure so that foreign partners hold less than 50% (49:51).
• Limited Company: When a company that previously had only Thai authorized directors registers for the appointment of new foreign director or change the authorized signatories, resulting in a foreigner becomes an authorized director or joint signatory in signing to bind the company.

Why the Sudden Change?

Historically, the DBD focused on financial audits such as requiring six-month bank statements primarily on the initial incorporation of a company. This created a loophole where firms would incorporate with 100% Thai shareholders first to avoid scrutiny, only to “amend” the structure later to add foreign partners or directors.

Order 1/2569 effectively closes this loophole. By requiring a confirmation statement for amendments. The DBD ensures that the entry of a foreigner into an existing company is supported by legitimate, documented financial trails.

Compliance Recommendations for Businesses

To navigate this new regulatory environment, companies should adopt the following best practices:

• Ensure that Thai partners can prove the source of their investment funds. If a Thai shareholder suddenly increases capital significantly, they should have personal bank records (Pay-in slips, Bank Statements, or Bank Confirmation Letter) to show the funds originated from their own accounts.
• In case of merger and acquisition where a foreigner is appointed as a new director of a company that previously had only Thai directors, even if the Thai directors are being removed at the same time, they are still required to sign the confirmation statement under this order.
• Do not draft your own version of the confirmation statement. The DBD requires the specific template provided in the 1/2569 Annex to ensure all legal declarations are present.

Conclusion

Thailand remains a premier destination for foreign investment, but the “relaxed” era of nominee structures is rapidly ending. Order 1/2569 represents a move toward a more professional, transparent corporate environment. For foreign investors, compliance is no longer optional it is the foundation of a secure investment.