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Thailand: New measures targeting nominee arrangements
- ASEAN Newsflash - Q2 2026
- New measures by Thailand´s Ministry of Commerce to combat nominee arrangements
- Strengthened scrutiny of foreign control
- Enhanced confirmation requirements
As part of its ongoing efforts to combat nominee arrangements, Thailand’s Ministry of Commerce (MOC) has issued new implementing measures that entered into effect on 1 April 2026. These measures require the submission of an investment confirmation letter as part of certain corporate registration and amendment processes and significantly strengthen scrutiny of foreign control in Thai-registered entities.
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Enhanced Confirmation Requirements
Since April 2026, additional confirmation obligations apply in specific scenarios, most notably when a company with only Thai authorized directors applies to appoint foreign authorized directors or to amend the signing authority to permit foreigners to bind the company. In such cases, the Thai directors executing the application will be required to formally confirm that:
- all shareholders have made genuine capital investments and have fully paid for their shares;
- no Thai individuals are assisting, supporting, or participating in the business in a manner that constitutes a nominee arrangement intended to evade or violate applicable law;
- they understand that providing false information to officials may result in criminal liability under the Thai Criminal Code; and
- they consent to the disclosure of this information to competent law enforcement authorities for further action, if applicable.
These attestations are intended to increase personal accountability of directors and to discourage the continued use of Thai shareholders or directors as stand-ins for foreign economic control.
Public hearings on proposed changes to the Foreign Business Act
The Department of Business Development held public hearings in April 2026 on proposed revisions of the Thai Foreign Business Act. The authorities are also evaluating a change of the definition of the term “foreigner”.
The proposed changes would tighten the definition of a “foreign” company by introducing an “actual control” test alongside the long-standing 50 percent foreign shareholding threshold. In practice, a company may then be treated as foreign-controlled even if foreigners hold less than 50 percent of the shares, if governance, management, financing, or other arrangements indicate that decision-making authority rests with foreign persons.
This development follows a broader trend of intensified enforcement actions against nominee structures, updated Foreign Business License (FBL) application procedures, and enhanced scrutiny of beneficial ownership disclosures. Collectively, these measures substantially raise compliance requirements for both existing and prospective investors.
Implications for Investors
The public consultation was finalized in April 2026 and various experts have tendered their opinions. The authorities will now review the feedback and provide a draft amendment of the Foreign Business Act or alternatively issue ministerial regulations.
For existing investors, structures historically designed to keep foreign shareholding below the 50 percent threshold should carefully follow the proposed amendments. In general, companies should, wherever possible, consider establishing vehicles with100 % foreign shareholding by applying for a Foreign Business Licenses or other viable options such as respective promotion by the Board of Investment.
New investors should either envisage 100 % foreign-ownership structures or establish joint ventures with Thai majority shareholding in which corporate structure and actual control align. Reliance on nominal Thai ownership without corresponding control in substance appears to increasingly face scrutiny.