Focus on Unlawful Use of Thai Nominee Shareholders Continues in FBA Enforcement
The Department of Business Development (“DBD“) has continued its efforts to strengthen safeguards against the use by Thai‑majority‑owned limited companies of unlawful nominee arrangements, where the Thai shareholders may in fact be acting on behalf of foreigners to circumvent foreign ownership restrictions contained in the Foreign Business Act (“FBA“).
One such recent measure is Order No. 1/2569. It applies where a limited company originally had only Thai authorised directors and subsequently registers a change resulting in a foreigner becoming an authorised director or joint signatory. In such cases, the company is now required to submit an additional investment confirmation letter. This document serves to confirm that all shareholders have genuinely invested in the company and paid up their share capital, and that no unlawful Thai nominee arrangement exists. This requirement applies to registrations of such changes made on or after 1 April 2026.
DBD has also sought comments as part of its public consultation on the evaluation of the effectiveness of the FBA. Comments and opinions may be submitted through this link until 30 April 2026.
New Public Procurement Guidance on Addressing Impact of the Middle East Conflict
The ongoing armed conflict in the Middle East has had a significant global economic impact, including on Thailand’s public procurement sector. In response, on 26 March 2026, the Thai Cabinet approved measures proposed by the Ministry of Finance to support parties engaged in public procurement contracts.
Building on this, on 8 April 2026, the Ruling Committee on Public Procurement and Supplies Management issued Letter GorKor (GorWorJor) 0405.2/Wor242 (“Guidance“), which introduces practical measures to assist government authorities in managing procurement activities affected by the conflict. The Guidance is intended to mitigate the adverse impact on private counterparties contracting with government agencies by allowing a degree of flexibility in the administration of public procurement.
In summary, the Guidance empowers government agencies, as procuring entities, to adopt a range of relief measures across three key stages of public procurement under the Public Procurement and Supplies Management Act B.E. 2560 (2017), namely: (i) contract signing, (ii) contract implementation, and (iii) contract amendment. These include, among others, allowing successful bidders to opt out of contract execution without penalty in certain circumstances, recognising the impact of the conflict as a force majeure event (enabling extensions of time and relief from delay penalties), permitting temporary suspension or termination of contracts where performance cannot proceed, and providing flexibility to adjust contract price or scope (particularly for goods and services contracts) to reflect increased costs or changing conditions.
For more information, click here to read our Legal Update.
Trade Competition Commission of Thailand (TCCT) Issues E-Commerce Guidelines Reduction Instruments
The Trade Competition Commission of Thailand (“TCCT“) has issued a Guideline for the purpose of regulating the trade conduct of e-commerce business operators (“E-Commerce Guidelines“). The E-Commerce Guidelines took effect on 25 March 2026 and seek to provide clarity regarding the assessment of unfair e-commerce trade practices that are monopolistic in nature, reduce competition, or restrict competition under the Trade Competition Act B.E. 2560.
The E-Commerce Guidelines list the types of conduct which may be regarded as unfair or anti-competitive in two broad categories:
- Price behaviour: Examples of price behaviour include below-cost pricing, parallel pricing, price discrimination, and the imposition of charges that constitute an unreasonable burden on trading partners.
- Non-price behaviour: Examples of non-price behaviour include using algorithms to restrict visibility or self-preferencing or leveraging information to gain a competitive advantage or favouring own services over other business partners.
The E-Commerce Guidelines also set out those factors that the TCCT will consider as part of its assessment whether the price or non-price behaviour is unfair or unreasonable. Given this guidance from TCCT, it is important that businesses in this sphere examine their practices and policies to ensure appropriate risk assessment and compliance reviews have been undertaken.
For more information, click here [to link to Competition Bites] to read our Legal Update.
DFT Launches Self-Origin Certification System and Public Hearings on Origin Issues
On 16 March 2026, the Department of Foreign Trade (“DFT“) officially launched the Self-Origin Certification (SOC) system, with the aim of enhancing export procedures by digitising the issuance of Certificates of Origin (“COs“). The new platform can be accessed here. Through this new system, exporters are able to complete the entire process online, including submitting applications and printing certificates.
DFT is also in the process of updating its regulations on scrutiny of United States of America (“US“)-bound “monitored goods”, which must undergo a DFT verification process before a CO is issued. This heightened scrutiny is intended to allay US concerns regarding the misrepresentation of Thai origin. On a related development, 15 April 2026, DFT conducted a public hearing on the (draft) Notification of the Department of Foreign Trade re Verification of Product Origin Qualifications for Obtaining a Certificate of Origin Without Preferential Tariff Benefits for Monitored Goods for Export to the United States of America, B.E…, which would revise the list of monitored goods and update the relevant Harmonised System (HS) Codes.
A further development to watch is the Customs Department’s public hearing on the Draft Notification on the Criteria, Procedures, and Conditions for Advance Rulings on Customs Valuation, Origin of Goods, and Tariff Classification. Comments can be submitted via this link until 3 May 2026.
New Rules on the Examination and Certification of BCR for Multinational Corporate Groups under Thailand's Personal Data Protection Act
The Regulation of the Office of the Personal Data Protection Committee on the Examination and Certification of Binding Corporate Rules within the Same Affiliated Business or the Same Group of Undertakings B.E. 2568 (2025) (“New Regulation“), which was published in the Government Gazette on 17 February 2026, took effect from the date of its publication. The New Regulation sets out the procedure, criteria, and requirement for submitting an application for the examination and certification of binding corporate rules (BCR) to the Office of the Personal Data Protection Committee in Thailand.
For more information, click here to read our Legal Update.
Key Recent Relaxation of Foreign Exchange Controls in Thailand
In December 2025 and January 2026, certain foreign exchange control regulations issued by the Bank of Thailand (“BOT“) came into effect. These include, among others, the Notification of the Exchange Control Officer Re: Prescriptions of Rules and Practices regarding Foreign Exchange Nos. 34 and 35 (the “Amended FX Control Regulations“), which were introduced to relax foreign exchange control requirements in order to facilitate foreign exchange transactions conducted by the private sector.
The key changes under the Amended FX Control Regulations include the following:
- Increase in non‑repatriation threshold for foreign currency income: The threshold of foreign currency income that is not required to be repatriated into Thailand was raised to US$10 million, from the previous threshold of US$1 million, in order to enhance liquidity and reduce costs for the private sector in managing overseas income.
- Increase in limit for gratuitous remittance: The annual limit for gratuitous transfers to persons overseas was raised from US$50,000 to US$200,000.
- Relaxation of outward remittance for certain purposes previously in the Negative List: Outward remittances for certain previously restricted purposes are now permitted without prior approval from BOT, including, for example, allowing mutual funds and private funds to make payments for digital assets overseas, provided that such transactions comply with the rules and conditions prescribed by the Securities and Exchange Commission.
- Relaxation of supporting document requirement for transactions with non-residents: For purchases of foreign currencies by non-residents, the requirement has been relaxed so that supporting documents are only required to be submitted to the BOT’s authorised agent where a transaction has a value of US$200,000 or more per transaction, subject to certain exemptions.
Please note that whilst the information in this Update is correct to the best of our knowledge and belief at the time of writing, it is only intended to provide a general guide to the subject matter and should not be treated as a substitute for specific professional advice
