Таиланд ужесточает регистрацию компаний, чтобы закрыть лазейки для иностранного контроля

Thailand’s Department of Business Development (DBD) has introduced new registration requirements aimed at closing loopholes that allow foreigners to control Thai companies through nominee shareholders. Order No. 2/2026 of the Office of the Central Company and Partnership Registration took effect on August 1, 2026, and marks the latest step in a regulatory push that has been building steadily since the beginning of the year. DBD director-general Poonpong Naiyanapakorn announced the order on July 31, explaining that it sets stricter criteria and documentation requirements for both incorporating partnerships and limited companies and for amending their registrations. The stated goal is to verify that Thai investors genuinely fund and control the shares they hold, rather than acting as fronts for undisclosed foreign owners. Why the DBD moved again The department had already rolled out capital-verification checks for high-risk registrations earlier in the year, requiring Thai shareholders to demonstrate traceable sources of funds when foreign nationals held minority stakes or signing authority. According to the DBD, that earlier measure cut nominee registration attempts by roughly two-thirds. But officials say the pattern has simply shifted rather than disappeared: applicants increasingly register companies under structures that fall outside the flagged criteria, clear the initial screening, and only later file amendments to bring in foreign shareholders or directors with signing power. Order No. 2/2026 is designed to close that sequencing gap. Its central change is to extend scrutiny across the entire lifecycle of a company rather than concentrating it at the point of incorporation, so that later amendments affecting shareholder or director structures face the same level of documentary review as the original registration. What applicants must now submit Where a foreign national is a co-investor or holds signing authority, applicants must now provide an investment explanation letter along with three months of bank statements, covering both the Thai investor who supplied the capital and the party receiving the funds. The intent is to let officials assess whether the money behind a Thai shareholding is real and independently sourced, rather than round-tripped from a foreign partner. The DBD has said it does not expect the added paperwork to burden legitimate operators, framing the order as targeted at concealment rather than foreign investment itself. Thailand continues to welcome foreign capital through its existing ownership and licensing frameworks; the order is aimed specifically at arrangements where a Thai name is used to disguise what is, in substance, foreign ownership or control. The scale of the exposure The numbers help explain the department’s urgency. Thailand currently has just over one million active juristic persons on its registry, the large majority of them limited companies. Of these, more than 119,000 have foreign ownership stakes between 0.01 and 49.99 percent, putting them just inside the threshold that preserves Thai juristic-person status while still carrying the DBD’s designated nominee-risk profile. That population has been under mounting scrutiny for months. Since March, the department has run joint operations with the police, the Department of Special Investigation, and the Anti-Money Laundering Office, and it has increasingly leaned on the Intelligence Business Analytic System, an AI-driven platform launched in October 2025 that cross-references corporate registry filings against other government databases in real time to flag suspected nominee arrangements. Provinces named as ongoing priorities under the new order include Chon Buri, Rayong, Chiang Mai, Chiang Rai, Surat Thani, Phuket, and Krabi, several of which have already seen high-profile nominee cases surface this year, including one linked to a fatal building collapse in Bangkok. Penalties remain steep Nominee arrangements are prosecuted under the Foreign Business Act of 1999. Section 36 provides for up to three years’ imprisonment and fines of between 100,000 and one million baht, or both, for Thai nationals who allow their names to be used as nominees. Foreign nationals who operate a business without proper authorisation face the same penalties under Section 37, with courts also empowered to order the business to cease operating. The DBD says it will pursue firm legal action wherever irregular registrations or evasion attempts are identified, working alongside the Royal Thai Police and other agencies as it has in previous enforcement waves. What it means for foreign investors For genuine joint ventures, the practical effect of Order No. 2/2026 is more paperwork rather than a change in the underlying ownership rules: the 49 percent foreign equity ceiling under the Foreign Business Act is unchanged, and legitimate structures with real Thai capital contributions remain unaffected. The bigger shift is procedural. Businesses that plan to bring in a foreign co-investor or signatory after incorporation, rather than at the outset, can no longer treat that as a lighter-touch amendment; it will now draw the same financial scrutiny as registering the company in the first place. Foreign investors working through Thai holding structures, particularly in the tourism, real estate, and hospitality sectors that have drawn the heaviest enforcement attention this year, should expect registration and amendment timelines to lengthen as banks statements and investment letters become standard requirements rather than exceptions.