The government has tightened measures for scrutinising company formation to close loopholes and prevent Thais from acting as nominees for foreign nationals, effective 1 August this year.
Today (1 August 2026), Ms Lalida Phertwiwattana, Deputy Spokesperson of the Prime Minister's Office, revealed that the government is pressing ahead with strengthening protections against the use of Thai nationals as concealed representatives, or "nominees," in business operations. The Department of Business Development (DBD), Ministry of Commerce, has issued Central Company and Partnership Registrar Order No. 2/2026, expanding the scope of scrutiny from its previous focus solely on the company formation process to cover changes in shareholder structure and directorship after registration. The move is intended to close the loophole whereby companies are structured to pass initial screening before shareholders or authorised signatories are subsequently changed. The measure takes effect from 1 August 2026.
The Deputy Spokesperson of the Prime Minister's Office said that the new measure requires that, in cases where a foreign national participates as an investor or holds signing authority, an investment explanation letter must be submitted together with documents showing three months of bank statements for the Thai investor who paid in the investment funds, as well as for the representative or juristic person that received those funds, in accordance with prescribed criteria. This is to enable verification of the source of investment funds and the genuine capacity to invest, to increase transparency in business registration, and to prevent the unlawful use of other persons to hold shares on one's behalf.
Ms Lalida said that the key feature of this measure is the extension of scrutiny to cover the entire lifecycle of a juristic person — not only on the day of company formation, but also in cases of changes in shareholders, directors, or authorised signatories, which are channels that could be exploited to circumvent the existing measures. The government aims to create a level playing field in business competition and to protect business operators who conduct their affairs honestly; it is not intended to restrict investment by foreign nationals who operate lawfully.
In addition, the government is continuing to link data between the Department of Business Development, the Land Department, and related agencies to improve the efficiency of investigations and prevent companies from being used as conduits for the unlawful holding of land. Shareholder identities will also be verified through the national civil registration database. From 1 August 2026 onwards, the Department of Business Development will add a notation to copies of shareholder lists so that the public understands that such documents are merely records kept on file by the registrar, and do not constitute a certificate of current shareholder status — which must be determined by reference to the share register book maintained by the company in accordance with the law.
The Deputy Spokesperson of the Prime Minister's Office added that Thailand currently has more than one million active juristic persons, and that 119,116 of these are companies in which foreign shareholders hold no more than 49.99 percent of shares. This data is for risk assessment and screening purposes only, and does not mean that all such companies are nominees or are acting in violation of the law; proceedings will be considered on a case-by-case basis according to evidence and the facts.
"The government reaffirms its commitment to promoting a transparent, fair, and competitive investment environment, and stands ready to facilitate Thai and foreign investors who conduct business lawfully, alongside preventing the use of Thai nationals as concealed representatives and actions that take unfair advantage of the country's economic system, in order to build long-term confidence among the business sector and the public," Ms Lalida said.
