Bangkok: Starting August 1st, the Ministry of Commerce will intensify scrutiny of business registrations to prevent "nominee" transactions. Effective August 1, 2026, the Department of Business Development, Ministry of Commerce, will upgrade measures to prevent and address the issue of foreigners using Thai nationals as nominees or "proxies." In cases where foreigners are involved in investment and have signing authority, they will be required to submit a letter explaining the investment along with bank statements for the past three months.
According to Thai News Agency, Mr. Poonpong Naiyanapakorn, Director-General of the Department of Business Development, Ministry of Commerce, revealed that "nominee" arrangements are a significant problem undermining confidence and fairness in the country's business environment. Previously, the department implemented measures to inspect and screen high-risk legal entities from the company registration stage, verifying investments by Thai investors. This helped reduce risk to some extent. However, close monitoring has revealed that criminal groups have developed sophisticated methods to circumvent these measures. Registered entities often establish themselves in a way that doesn't meet the initial screening requirements, but later submit amendments to allow foreigners to invest, hold shares, or serve as authorized directors, systematically evading existing verification measures.
Therefore, the Department issued Order No. 2/2569, effective August 1, 2026, to enhance prevention and close loopholes. Key points include: expanding the scope of inspection to cover the entire business cycle, from registration to amendment registration, to prevent subsequent changes in shareholder or director structures; and strengthening the requirements for registration documents. Specifically, in cases where foreigners are involved in investment or have signing authority, a letter explaining the investment, along with bank statements for the past three months from both the Thai investor making the investment and their representative or legal entity receiving the investment, must be submitted to verify the investor's actual investment capability.
Meanwhile, the Department will expedite investigations into high-risk areas where nominees are being used to undermine the country, including Chonburi, Rayong, Chiang Mai, Chiang Rai, Surat Thani, Phuket, and Krabi provinces. If any evasion of the law is detected, legal action will be taken decisively against all offenders. Those who violate the Foreign Business Act B.E. 2542 (1999) for nominee-related offenses are subject to both imprisonment and fines under Section 36, with a maximum sentence of 3 years imprisonment or a fine of 100,000 to 1,000,000 baht, or both. Foreigners who illegally conduct business without permission will be subject to the same penalties under Section 37, including a court order to cease operations.
Currently, there are 1,004,558 existing legal entities, divided into 200,327 partnerships, 802,717 limited companies, and 1,514 public limited companies. Of these, 119,116 companies have foreign investment ranging from 0.01% to 49.99%, meaning they remain Thai legal entities (at risk of being nominees).