Thai Government Starts Implementing Regulations Tightening Company Registration Rules For Foreign Investors and Office Registration

The Department of Business Development has started the implementation of two new regulatory orders from January 1, 2026. These new regulations tighten the process of incorporating a company in Thailand by introducing stricter verification protocols designed to combat nominee structures and enhance corporate governance. Foreign investors and companies with Thai operations must now navigate additional documentation requirements when incorporating new entities with foreign shareholders or addresses with multiple companies already registered. 

The main reasoning behind these changes comes as Thailand seeks to align with global anti-money laundering standards to bring it closer to OECD integration and to clamp down on abuses of corporate registration by criminal networks and shell companies.

Enhanced Regulatory Verification for Thai shareholders in Foreign-Linked Company Registrations

The Order No. 2/2568 extends the verification requirements for Thai shareholders for all limited companies and partnerships where:

• Foreign shareholders hold less than 50% of capital (the standard 49:51 joint venture structure), OR

• A foreigner is appointed as an authorized director or co-signer, regardless of shareholding percentage

Previously, the regulatory scrutiny was tied mainly to majority shareholding percentages. The new regulation extends these requirements to any company where foreigners either hold equity or serve as authorized signatories.

For each Thai shareholder, companies must now submit the following to register the company:

1. A 3-month bank statement from the account used to pay for shares or capital contributions.

2. Exact transaction details showing withdrawal or transfer that matches:

   • The precise amount of capital paid

   • The exact date of payment

The statement must clearly demonstrate that funds originated from the Thai shareholder's own account and were transferred on the declared payment date. This is designed to verify that capital is genuinely owned by the shareholder rather than being a temporary deposit for registration purposes.

The Implications and Recommendations for Compliance

This means that for new registrations, Thai partners must deposit the required capital in personal bank accounts at least 90 days before incorporation. Any gaps in bank statements or mismatches between statement dates and actual payment dates may trigger revision requests and delays. This also means that appointing a foreign director to even a majority Thai-owned company now requires all Thai shareholders to provide the financial documentation. 

It is therefore recommended to conduct pre-registration compliance reviews assessing shareholder structures, proposed fund flows, and documentation completeness before submitting DBD applications. Second, foreign investors should ensure that Thai shareholders maintain transparent, well-documented capital sources with proper banking records spanning at least 90 days before incorporation.

Enhanced Regulatory Verification for Corporate Address Registrations

The Order No. 4/2568 introduces additional verification procedures when companies establish and amend their registered head office locations. This regulation introduces a cross-referencing process of corporate registrations against Thailand´s national Civil Registration database, whereby any address that has five or more companies already registered would trigger a mechanism for additional control. 

When five or more companies are already registered at the same address, any additional company seeking to register there must provide:

1. A Letter of Consent from the property owner or authorized occupant

2. Supporting documentation proving the right to use the premises (lease agreement, house registration, or land title deed)

This regulation does not prohibit multiple companies from registering under one address. It is a risk-based mechanism trigger that requires transparency and documented consent when requested by the DBD officer.

The Implications and Recommendations for Compliance

This means that virtual office providers must prepare standardized consent documentation. Tenants must also obtain written permission from landlords before filing. Lastly, address changes and company registrations may now take longer for approval if the threshold is exceeded.

Companies are recommended to verify registered office addresses through civil registry checks to prevent registration delays and obtain proper consent documentation from property owners for shared or multi-tenant spaces prior to starting the registration process to avoid any delays.

Corporate Secretarial Services at BizWings

BizWings´ team of corporate secretary experts will guide you along the regulatory requirements for corporate registrations and support throughout the whole process to ensure compliance with the latest regulatory changes. For more information, contact us at contact@bizwings.co to find out the optimal structures to implement your Thai business entity. 

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