The Department of Business Development (DBD) has introduced a series of new regulations targeting companies with foreign shareholders or foreign authorized directors, as part of its broader crackdown on nominee shareholding arrangements. These measures impose stricter requirements on fund verification and truthfulness declarations — matters of direct relevance to Chinese-invested companies already operating in Thailand and those planning to enter the market.

I. Core Requirements of the New DBD Regulations

DBD this year, Order No. 2/2568 (effective 1 January 2026) and Order No. 1/2569 (effective 1 April 2026) are the most significant.

1.Fund Tracing Review: DBD Order No. 2/2568

This order applies to the following two scenarios:

– Private limited companies with foreign shareholding of less than 50%; and

– Companies with no foreign shareholders but having a foreign national serving as an authorized director with signing authority.

Key requirements:

– Bank statements, not balance certificates: Each Thai shareholder must submit bank transaction statements covering three months retroactive from the contribution date. Bank confirmation letters certifying only the account balance are no longer accepted.

– Fund flow verification: The DBD will check whether the statements reflect withdrawals or transfers matching the subscription amount and date, to verify that the funds genuinely originate from the Thai shareholder themselves.

2. Truthfulness Declaration Disclosure: DBD Order No. 1/2569

This order addresses company amendment registrations, such as where all authorized directors were previously Thai nationals, and the company now applies to appoint a foreign individual as an authorized director with signing authority.

Key requirements:

– The company must submit an Investment Confirmation Letter to the DBD.

– This letter must be signed by the director who signs the registration application, confirming in writing that:

– All shareholders have made actual contributions and fully paid up their share subscription;

– There is no Thai nominee holding shares on behalf of others or assisting foreigners to circumvent the law; and

– The signatory is aware of the legal consequences under relevant laws, including the Foreign Business Act and the Penal Code.

II. Relevance to Chinese Investors

The above regulations form part of the Thai government’s broader toolkit to combat nominee shareholder arrangements. Recently, the Department of Special Investigation (DSI) and the DBD conducted raids on multiple nominee networks in areas such as Koh Samui and Koh Phangan, involving businesses linked to Chinese and Israeli nationals, with seized assets valued at billions of baht.

In sectors with a high concentration of Chinese investors — such as real estate, hotels, tourism, and e-commerce — regulators are identifying potential nominee structures by scrutinizing fund sources and verifying the financial capacity of Thai shareholders.：

Direct impact on Chinese investors:

ScenarioPotential Impact1Planning to incorporate a new company (foreign <50% or foreign director)Must prepare 3-month bank statements of Thai shareholders in advance and ensure a clear and traceable fund trail.2Planning to appoint a foreign directorMust submit an Investment Confirmation Letter, with the signatory personally liable.3Existing nominee arrangementsFace risks of DBD/DSI investigation, fines, criminal charges, and company dissolution.

III. Compliance Recommendations

1.Review existing ownership structures: Verify whether Thai shareholders have genuinely contributed capital and whether there are any signs of fund circularity or nominee arrangements.

2. Ensure a complete fund trail: Retain bank transfer receipts, payment records, and tax filing documents to ensure the source of funds is traceable.

3. Exercise caution in director changes: When appointing a foreign director, carefully verify the accuracy of the Investment Confirmation Letter to avoid criminal liability arising from false statements.

4. Prioritize lawful business pathways: If intending to operate in a restricted business sector, priority should be given to applying for BOI investment promotion or an FBL (Foreign Business License) that allows for 100% foreign shareholding in the venture, rather than circumventing the law through illegal nominee structures.

The new DBD regulations mark a shift in Thailand‘s corporate registration review from “form-based compliance” to “substance-based scrutiny.” For Chinese investors seeking long-term and sustainable development in Thailand, conducting early compliance self-assessments, ensuring fund authenticity, and maintaining clear control structures are key to mitigating legal risks.

For further details on implementation or case-specific assessments, please do not hesitate to contact us.