Government Tightens Scrutiny on Company Formation to Prevent Thai Nominee Use by Foreigners

Bangkok: The government is set to implement stricter measures aimed at scrutinizing company formations and closing loopholes that allow Thai nationals to act as nominees for foreign individuals, starting August 1st.

According to Thai News Agency, Ms. Lalida Periswiwatana, Deputy Spokesperson for the Prime Minister's Office, announced that these measures aim to curb the misuse of Thai nationals in business dealings. The Department of Business Development under the Ministry of Commerce has issued Order No. 2/2569, broadening the scope of scrutiny from just the initial company formation to include post-registration changes in shareholder and director structures. This initiative seeks to prevent businesses from circumventing initial screenings by altering shareholders or authorized signatories at a later stage. The new regulations will be enforced from August 1, 2026.

The Deputy Spokesperson further explained that in cases involving foreign investment or signing authority, a detailed letter about the investment must be submitted. This must be accompanied by three months' worth of bank statements from both the Thai investor making the payment and the representative or entity receiving the payment, as per established criteria. This requirement is designed to verify the investment's funding source and the investor's actual capacity, thereby enhancing transparency in business registrations and thwarting the misuse of nominee shares.

Ms. Lalida emphasized that the focus of these measures is to oversee the entire lifecycle of a legal entity, not just its inception. The government aims to prevent loopholes that have previously allowed changes in shareholders, directors, or authorized signatories to bypass scrutiny. This initiative is intended to ensure fair competition and protect businesses that operate within legal boundaries, rather than deter legitimate foreign investment.

Additionally, the government plans to link data between the Department of Business Development, the Department of Land, and other relevant agencies to improve verification efficiency. This will help prevent illegal land ownership through company structures and ensure shareholder identities are verified via the civil registration database. From August 1, 2026, the Department will also include a disclaimer on shareholder list copies to inform the public that these documents are only records and not current shareholder status certificates.

The Deputy Spokesperson noted that Thailand currently has over 1 million active legal entities, with 119,116 companies having foreign shareholders holding no more than 49.99% of shares. This data is used purely for risk assessment and screening, and does not imply that these companies are nominees or guilty of any illegal activity. Actions will be assessed individually, based on evidence and facts.

Ms. Lalida concluded by affirming the government's commitment to fostering a transparent, fair, and competitive investment environment. The government is ready to support both Thai and foreign investors conducting business legally, while simultaneously preventing the exploitation of Thai nationals as proxies and other actions that could undermine the economic system, thereby building long-term confidence among businesses and the public.