DBD strengthens rules for company registration, focusing on foreign involvement, high-risk individuals, and registered office addresses.

In late December 2025, the Department of Business Development (“DBD”) issued four Orders of the Central Partnerships and Companies Registration Office, together with an Announcement of the Central Partnerships and Companies Registration Office (collectively, the “Orders”), to strengthen corporate registration controls. The summary of the Orders is set out below.

What changes in compliance and implications

Here are the key considerations from the recent Orders and Announcements, which the DBD aims to prevent the use of nominees, promote corporate transparency, and ensure the registration integrity.

1) Verify funds contribution of Thai shareholders

Under Order No. 2/2568, during the incorporation stage, if a company either (i) has any foreign shareholder holding less than 50% of registered capital or (ii) no foreign shareholders but the authorized director is foreigner all Thai shareholders must submit bank statements covering at least 3 months prior to the capital or share payment from the account used to make the investment.

2) AMLO and DBD sharing list of individuals connected with the predicate offence

DBD’s review now includes screening of partners, directors, and shareholders against AMLO lists. At the registration of incorporation or amendment, if the DBD notices that any directors or shareholders are listed by AMLO, before the filing is accepted, the registrar may require such person:

(i)   To appear in person with identification to verify identity.

(ii)  To provide bank statements covering at least 3 months prior to the capital or share payment from the account used to make the investment.

(iii) To provide a letter of consent for the registered address, plus the original and a copy of the proof of ownership documents.

3) Additional requirement for registered office with more than 5 entities 

Where the proposed head office address is already registered to 5 or more juristic persons, the registrar may request:

(i)  A letter of consent from the person entitled to allow use of the premises, and 

(ii) Supporting documents evidencing the right to use the address (for example, title deed), with originals for inspection.

GT’s suggestion

1) Review your company’s shareholding structure early. Thai shareholders should be able to explain their sources of funds and provide clear supporting documents at the time of registration, even if the foreign shareholding is only 1%.

2) Conduct internal checks to ensure that none of your shareholders or directors is listed by AMLO.

3) If you plan to use a shared office or co-working space, make sure the provider can supply sufficient documents to meet the DBD’s requirements.

Conclusion

Overall, these Orders and Announcements reflect the DBD’s shift toward a more substance-based registration review, with a focus on nominee risk, corporate transparency, and registration integrity. In practice, this does not mean that the government is rejecting legitimate foreign investment in Thailand with a clean source of funds. Rather, due to the increasing number of cases involving illegal activities using Thai nominee shareholders and limited companies as vehicles, the DBD has become more cautious at the registration stage.

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