BANGKOK, THAILAND – Thailand’s corporate registrar prepared a new order to tighten scrutiny of company registrations involving foreign partners and signatories, aiming to curb nominee structures from 1 April 2026.
New order to reshape registration process
The Department of Company and Partnership Registration was gathering opinions on possible approaches and their consequences for the planned Office of the Central Company and Partnership Registration. The new order was intended to clarify rules and procedures for cases where foreigners were listed as partners in partnerships or as authorized signatories in limited companies.
According to the authority, the regulation would specifically target arrangements in which foreign involvement might be concealed behind Thai partners. Its entry into force was scheduled for 1 April 2026, following completion of the required legal procedures.
Nominee deals seen as competition problem
Poonpong described nominee structures as a serious challenge for market competition.
“Nominee structures are a severe problem for the competitive order,”
said Poonpong, adding that increased oversight and closer cooperation between state agencies and the private sector were planned.
The department treated the issue with what it called the “highest seriousness,” as nominee companies could in practice bypass legal restrictions on foreign business activities.
“The department is handling this matter with the utmost seriousness because nominee firms can effectively circumvent the legal limits on foreign business operations,”
said Poonpong.
Company figures and suspected nominees
Thailand currently had 782,542 active companies, including 118,016 that were still classified as Thai despite foreign shareholdings between 0.01% and 49.99%. These firms remained domestic on paper even though foreign investors held significant, but formally minority, stakes.
The authority estimated that in more than 80% of this group, Thai shareholders might be holding shares merely in trust for foreigners, effectively acting as nominees. These suspicions formed a core justification for the planned tightening of registration rules.
Order 2-2025 adds bank statements
Earlier, the department had issued Order No. 2/2025, which introduced additional requirements and documentation for registering partnerships and limited companies when foreigners invested or received signing authority. Among other things, applicants had to provide financial evidence such as bank statements.
According to Poonpong, these requirements had already reduced the registration of nominee companies by more than 65% since they took effect on 1 January 2026.
“The new documentation rules, including bank statements, have reduced nominee company registrations by over 65%,”
said Poonpong.
Why further tightening is planned
Despite the decline, the authority continued to observe attempts to circumvent the rules. For this reason, additional measures for even stricter scrutiny were being prepared.
The aim was to prevent the registration of legal entities in which Thai nationals acted as nominees for foreigners in violation of existing law. The department sought to close remaining loopholes that allowed such structures to be set up.
Consultations and timeline
A recent consultation with leading business law firms had provided valuable insight into how nominee-like models were structured in practice. These discussions informed the design of the new order.
The regulation was expected to be issued in mid-March 2026, after the legal process was completed, and would take effect on 1 April 2026. This timeline was intended to give businesses and advisors limited time to prepare for the stricter checks.
No block on real investment, but firm penalties
Enforcement would be structured so that genuine investment was not obstructed and the economy did not face disproportionate burdens, Poonpong emphasized.
“Implementation will be designed so that it does not hinder real investment or impose excessive burdens on the economy,”
said Poonpong.
Where nominee activities were detected, penalties under the Foreign Business Act BE 2542 (1999) would apply. These included up to three years in prison, fines from 100,000 to 1,000,000 baht, or both, as well as daily coercive fines of 10,000 to 50,000 baht for non-compliance with court orders.