Introduction
On 14 July 2026, the Department of Business Development (“DBD“) issued Order of the Central Partnership and Company Registration Office No. 2/2569 (“New Order“). The New Order will take effect on 1 August 2026 and repeals the previous orders (i.e. Order Nos. 2/2568 and 1/2569) issued in December 2025 and March 2026, respectively. The New Order forms part of DBD’s ongoing efforts to strengthen the company registration process and prevent the concealment or disguise of financial transactions arising from nominee arrangements.
Key Changes Introduced by the New Order
The New Order continues to impose enhanced documentary requirements for company incorporation applications involving (i) companies with foreign shareholdings of less than 50%, and (ii) wholly Thai-owned companies proposing to appoint a foreign national as an authorised director.
The New Order further extends these requirements to post-incorporation applications to amend a company’s authorised directors, where all authorised directors are currently Thai nationals but the proposed amendment would result in a foreign national becoming an authorised director.
Additional documents required under the New Order, beyond those required under the previous regime, are summarised in the table below.
| Application | Documents Required Under Previous Orders | Documents Required Under the New Order |
|---|---|---|
| Company incorporation | Bank statements of all Thai shareholders, which must satisfy the following requirements:
2. cover the three-month period prior to the date of share subscription payment; and 3. reflect a withdrawal or transfer transaction corresponding to the share subscription amount and the date of payment ("Bank Statements of Thai Shareholders"). | 1. Investment Explanation Letter, in the form prescribed under the New Order, containing details of the payment and receipt of share subscription funds ("Investment Explanation Letter");
2. The Bank Statements of Thai Shareholders; 3. Bank statement of the director, being the bank statement of the director’s account used to receive the share subscription payments on behalf of the company ("Bank Statement of the Director"), which must satisfy the following requirements:
|
| Appointment of a foreign authorised director where all existing authorised directors are Thai nationals | Investment Confirmation Letter, which is a prescribed confirmation letter to be signed by the authorised directors (i) confirming that all shareholders have made actual investments and have duly paid for their shares, and that no nominee arrangement exists, and (ii) acknowledging the legal consequences of providing false information to DBD ("Investment Confirmation Letter"). | 1. Investment Confirmation Letter; and
2. Where a company incorporated on or after 1 August 2026 submits an application to amend its authorised directors within one year from its incorporation date, either of the following bank statements must also be submitted:
|
Practical Challenges and Outstanding Issues
The New Order does not change the prescribed form of the Investment Confirmation Letter. However, it introduces a new Investment Explanation Letter which is a prescribed form requiring applicants to provide detailed information regarding both (i) the payment of share subscription funded by Thai shareholders and (ii) the receipt of such funds by the director receiving the subscription payments paid by all shareholders (regardless of nationality).
Further, the requirement to submit the Bank Statement of the Director receiving the share subscription payments may also give rise to practical difficulties where such director is a foreign national. In practice, many Thai banks may have internal policies requiring foreign individuals to provide evidence of a work permit before opening a local bank account in Thailand. However, a work permit may only be obtained once a company has already been incorporated and is able to employ and sponsor the work permit application. As a result, the requirement may create practical challenges for company incorporation applications involving foreign directors.
The practical challenges associated with foreign directors may be further compounded by the fact that, unlike the previous regime applicable to certain incorporations with registered capital exceeding THB5 million pursuant to the Order of the Central Partnership and Company Registration Office No. 1/2567 (“Order No. 1/2567“), the New Order does not expressly provide an alternative documentary route where the director is unable to provide evidence of receipt of the subscription funds.
Based on our informal consultation with DBD, in cases where a company to be incorporated has registered capital exceeding THB5 million and either has foreign shareholders of less than 50%, or wholly Thai shareholding with foreign authorised directors, DBD is of the view that the documentary requirements under the New Order must still be complied with, notwithstanding the exemption contemplated under Order No. 1/2567. Accordingly, DBD’s current position is that the relevant supporting documents should still be submitted if the company falls within the criteria under the New Order.
The DBD is also aware of these practical difficulties and is currently coordinating with other relevant government agencies to explore possible solutions. We will continue to monitor developments and provide updates as further guidance becomes available.
Key Takeaways
DBD continues to intensify its scrutiny of company registration applications involving foreign shareholders and foreign directors as part of its ongoing efforts to prevent nominee arrangements and enhance transparency in corporate registrations.
While the New Order provides greater clarity on the documentary requirements, certain practical challenges remain. In particular, the requirement to submit the Bank Statement of the Director may be difficult to satisfy where such director is a foreign national who has not yet established the eligibility required to open a bank account in Thailand.
Based on DBD’s current interpretation, companies falling within the scope of the New Order are expected to fully comply with the documentary requirements prescribed thereunder, notwithstanding the exemption contemplated under Order No. 1/2567. DBD’s current position is that the relevant supporting documents must still be submitted where the criteria under the New Order are met.
- Companies planning to incorporate in Thailand from 1 August 2026 onwards should ensure that all additional supporting documents are prepared in advance to minimise the risk of delays in the registration process.
If you have any queries or need clarifications on the above, please reach out to our team set out on this page.
For regional Corporate and Commercial matters as well as Foreign Investment matters, please see Rajah & Tann Asia’s Corporate & Commercial Practice and Foreign Investment Practice, respectively, for more information.
Contribution Note
This Legal Update is contributed by the listed Contact Partners and Counsel Yingrak Treesaranuwattana, with the assistance of Senior Associate Pattarapond Duangkaewwutthikrai and Associates Tatpicha Phokeeratikul and Napassorn Prateep Na Thalang.
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