01/04/2026
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Thailand Tightens Rules on Foreign-Thai Company Structures (Effective 1 April 2026)
Thailand is taking a decisive step to combat the long-standing issue of nominee shareholding structures used by foreign investors.
The Department of Business Development (DBD) has issued a new order imposing stricter requirements on company registrations involving foreign participation. Starting 1 April 2026, Thai shareholders in certain company structures will be required to formally certify that their investment is genuine and not made on behalf of foreign individuals.
This means Thai shareholders must confirm that they have actually contributed their own funds and are not acting as “nominees” to help foreigners bypass legal restrictions under Thai law.
The regulation primarily targets high-risk structures, particularly companies where foreign ownership is below 50% or where foreign directors hold signing authority. These structures have long been under scrutiny due to their potential use in circumventing the Foreign Business Act.
Authorities are also stepping up enforcement. Any suspicious cases may be referred to the Central Investigation Bureau for deeper investigation. In addition, companies that appear to be rushing registration before the rule takes effect may be subject to special audits.
The legal consequences are significant. Providing false information to authorities could lead to criminal penalties, including imprisonment and fines. Violations of the Foreign Business Act may result in even heavier penalties, including fines of up to 1,000,000 THB and imprisonment of up to three years.
This move follows earlier measures introduced in January 2026, which already reduced nominee-related registrations by approximately 65%. However, authorities found that some investors were still exploiting legal loopholes, prompting this stricter approach.
With over 118,000 companies in Thailand having foreign shareholding below 50%, regulators are clearly aiming to improve transparency and ensure fair competition in the market.
Certain high-risk areas, including Phuket, Chonburi, Chiang Mai, Surat Thani, and Krabi, will face particularly close monitoring.
👉 What does this mean for foreign investors?
The message is clear: Thailand is no longer tolerant of nominee arrangements. Investors should ensure their business structures are fully compliant, with real Thai partners who have genuinely invested in the company.
At Expat Juris, we strongly recommend reviewing your company structure ahead of the deadline to avoid legal risks and secure long-term stability in Thailand.
Our team supports you through company incorporation, restructuring, and direct coordination with authorities to ensure a smooth and compliant process.
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