The Department of Business Development (“DBD“) has issued Order of the Central Partnership and Company Registrar Order No. 2/2569, which will become effective 1 August 2026, introducing additional documentary requirements for the registration of certain partnerships and limited companies involving foreign participation. The measures are intended to strengthen the DBD’s scrutiny of nominee arrangements and verify the authenticity of capital contributions from Thai investors.
Who is affected?
The new requirements apply to:
- the incorporation of a partnership or limited company where:
- a foreign national is a partner or shareholder holding less than 50% of the registered capital; or
- there is no foreign national shareholder in a limited company, but a foreign national is appointed as an authorised director; and
- certain registrations to amend existing partnerships or companies where a foreign national is introduced as a minority investor or authorised signatory.
Key additional documentary requirements
Applicants must now submit:
- Bank statements evidencing the source of funds used by each Thai shareholder or partner to pay for its capital contribution. The bank statement must generally cover the preceding three months from the subscription date, and demonstrate withdrawals or transfers corresponding to the subscribed capital.
- Bank statements of the managing partner’s or director’s bank account receiving the capital contributions, showing receipt of the subscription monies from all partners or shareholders. Where the recipient’s own account is also used to fund its own subscription, evidence of the account balance must also be provided.
- A prescribed Investment Explanation Letter (as attached to the Order) detailing the flow of subscription funds from each Thai shareholder to the company’s receiving account.
Practical implications
The new order increases the documentary burden for registrations involving foreign participation. Prior to the issuance of this Order, the partnerships or limited companies are required to provide only the bank statements of the Thai shareholders or partners. The bank statements from the receiving account and the investment explanation letter were additionally introduced under this order.
Businesses should ensure that subscription funds are transferred through traceable banking channels and maintain adequate records demonstrating the source and receipt of capital before submitting registration applications. The additional requirements align with the recent policy of the regulator in increasing the level of scrutiny of ownership structures where Thai shareholders hold a majority interest but foreign nationals participate in the business.
This article was co-authored by Trin Ratanachand.
The information provided here is for information purposes only and is not intended to constitute legal advice. Legal advice should be obtained from qualified legal counsel for all specific situations.
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