Thailand's nominee crackdown: what changed in 2026

The old equilibrium, and why it ended

The Foreign Business Act has always restricted foreign-majority ownership of most service businesses, and Thai law has always prohibited the use of nominees to circumvent it. What made the nominee model workable in practice was not legality but enforcement. Registration officials accepted whatever shareholder list was filed. If questions were asked about the Thai shareholders' capital, a bank letter confirming a balance on a single day was enough. Money could be parked in an account for an afternoon, a letter obtained, and the file closed.

That tolerance has been eroding for years, driven by trade friction, concerns about grey-capital inflows, and a series of high-profile cases involving foreign-controlled businesses in tourism, logistics and property. The result is a genuine policy shift, not a news cycle. The clearest expression of it is DBD Order 2/2568.

What DBD Order 2/2568 actually requires

The order, effective from 1 January 2026, changes the evidentiary standard at the point of company registration and capital increase. Where a company has foreign participation, its Thai shareholders must now demonstrate that they genuinely hold the capital attributed to them. The practical requirements are worth stating plainly.

• Thai shareholders in foreign-participation companies must produce roughly three months of bank statements showing that the funds attributed to their shareholding are real and their own.
• Single-day balance letters, the traditional workaround, are no longer accepted. A snapshot proves nothing about origin, and the DBD now says so openly.
• The scrutiny applies at incorporation and at capital increases, which means existing companies encounter the standard whenever they touch their registered capital.
• Registrars can refer suspicious files onward rather than simply rejecting them, which converts a paperwork problem into a potential investigation.

The significance is structural. A nominee arrangement depends on Thai shareholders who did not, in fact, contribute capital. Three months of statements showing salary deposits of forty thousand baht a month cannot plausibly support a two million baht shareholding. The order does not need to mention the word nominee to make the classic structure unregistrable.

The enforcement direction

Registration screening is the front door. Behind it, enforcement against existing structures has become more active and more coordinated. The DBD, the Revenue Department, the Anti-Money Laundering Office and sector regulators share data far more readily than they did five years ago, and sectors associated with nominee abuse, tourism services, restaurants, real estate brokerage, construction and logistics among them, receive disproportionate attention. Investigations typically begin with a pattern: Thai shareholders with no visible income, no dividends ever paid to them, share certificates held by the foreign party, loan agreements mirroring the shareholding, or blanket proxies signed at incorporation.

Penalties under the Foreign Business Act are not trivial. Both the foreign principal and the Thai nominees face criminal exposure, including fines and potential imprisonment, and courts can order the business dissolved. In practice the more common commercial consequences arrive earlier: banks decline accounts, licences are refused or not renewed, and the company becomes unsellable because no competent buyer's counsel will pass it in diligence. A structure that cannot survive scrutiny is a wasting asset even if it is never prosecuted.

We would caution against the view, still occasionally offered over lunch in Bangkok, that enforcement will fade as it has before. The verification mechanics are now embedded in registration procedure. Procedure, unlike campaigns, does not lose interest.

If you already hold a nominee structure

The worst response is to do nothing and hope; the second worst is to restructure clumsily and create a paper trail that documents the original arrangement. Unwinding should be treated as a legal project with a sequence, not a single filing.

• Start with a privileged diagnostic. Have counsel review the shareholding history, source of funds, side agreements, proxies and share pledges to establish what the file would look like to an investigator. Do this under legal privilege before touching the registry.
• Decide the destination structure first: a Board of Investment promotion, a Foreign Business Licence, a Treaty of Amity company for US nationals, or a genuine Thai-majority joint venture with a real partner. The unwind route depends on where you are going.
• Deal with the existing Thai shareholders formally. Shares should be transferred at defensible value with tax advice taken on both sides, and any side agreements should be terminated in writing rather than left to ambiguity.
• Sequence capital movements so that each step is individually lawful and documented: new capital in through proper channels, foreign exchange evidence retained, board and shareholder resolutions in order.
• Expect the process to take months, not weeks, particularly where a BOI application or FBL is the destination. Interim operations need managing so the business does not stall mid-transition.

The lawful alternatives, compared

None of the legitimate routes is as cheap or as fast as the nominee model was, which is precisely why the nominee model existed. But each is workable for the right profile, and the comparison is more favourable than most owners expect once the true risk cost of a nominee structure is priced in.

A word on the joint venture route, because it is where lawful structuring is most often confused with disguised control. A 49 percent foreign shareholding supported by weighted board rights, reserved matters, and properly drafted preference shares is legitimate. The same shareholding supported by undated transfer forms, blanket proxies and a partner who never received a satang of dividends is a nominee arrangement with better stationery. The distinction is substance, and after January 2026 substance is what gets examined.

How to approach this now

Treat 2026 as the year the question stopped being whether to regularise and became how and when. Owners who move early choose their structure, their timing and their tax outcome. Owners who wait tend to restructure under pressure, at a bank's deadline or a registrar's query, which is the most expensive way to do anything in Thailand. Asia Global Partners works with a small bench of corporate counsel who handle these unwinds discreetly and who have direct working relationships with the BOI and the relevant registries; if your structure would not survive the reading this briefing describes, the sensible first step is a quiet, privileged review, and we can arrange one without your name appearing on anything until you decide to proceed.

This briefing is general information, not legal, tax or investment advice. Thai rules change frequently and individual cases differ. Verify current requirements with the relevant authorities, including the Immigration Bureau, the Board of Investment, the Land Department, the Department of Business Development and the Revenue Department, and take advice on your own facts before acting.