As a practitioner with over two decades advising foreign investors and Thai entities on corporate structuring under the Foreign Business Act B.E. 2542 (FBA), I have witnessed the Department of Business Development (DBD) transform its approach from reactive enforcement to proactive, registration-level gatekeeping. The latest instrument in this sustained campaign, Order of the Central Partnership and Company Registration Office No. 1/2569, takes direct aim at a long-exploited loophole: post-incorporation amendments that quietly reconfigure control in favour of foreign interests, while preserving the appearance of Thai majority ownership.
Issued pursuant to the Ministerial Regulation B.E. 2548 (2005), this Order comes into force on 1 April 2026. Its stated objective is to prevent Thai nationals from assisting, supporting, or jointly operating businesses with foreigners in a nominee capacity, an arrangement that the preamble correctly identifies as damaging to national economic security and, in many cases, constituting an offence under Section 36 of the FBA.
What the Order Actually Requires
The Order is very precise. It does not impose blanket requirements on every corporate change. Instead, it triggers additional scrutiny in two narrowly defined scenarios involving amendments that reduce apparent foreign exposure or introduce foreign signing authority.
Clause 1 – Partnership Amendments
Where a partnership that originally comprised only Thai partners (or previously had foreign partners holding 50% or more of the capital) is amended such that foreign investment falls below 50% and no foreigner becomes a managing partner, the managing partner who signs the registration application must submit a Written Confirmation of Investment in the exact form annexed to the Order.
Clause 2 – Limited Company Amendments
Where a limited company previously had only Thai nationals as authorised directors (those empowered to bind the company), any amendment to the board composition, number of directors, or list of authorised signatories that results in a foreigner becoming an authorised director or co-signatory triggers the identical obligation. The director signing the registration application must furnish the same Written Confirmation of Investment.
The form itself, while not reproduced in the Order’s public text, is designed to create a verifiable record that the capital contributions and participation are genuine, that no undisclosed nominee agreements exist, and that economic risk and benefit align with the registered shareholding and authority structure.
Why This Matters: Context Within the Broader 2026 Crackdown
This is not an isolated measure. It forms the logical next step after the January 2026 suite of Orders (most notably Order No. 2/2568), which introduced mandatory three-month bank statements and source-of-funds verification for new registrations involving foreign participation below 50% or foreign authorised directors. The DBD has publicly acknowledged identifying tens of thousands of suspect structures operating in restricted sectors. By extending substantive verification to amendments, the authorities have effectively closed the “switch-and-dodge” route that previously allowed existing entities to reconfigure without meaningful scrutiny.
The legal risk profile has sharpened accordingly. A Thai national who signs a false or incomplete confirmation exposes themselves to criminal liability under both the FBA and general false-statement provisions. Foreign beneficiaries who orchestrate such arrangements face potential imprisonment, deportation, and business dissolution orders. Registrars now possess a clear procedural basis to pause, reject, or refer suspicious filings for further investigation.
Practical Implications for Business Owners and Investors
- Timing is critical. Any planned share transfer, partner admission, director appointment, or change in signing authority scheduled on or after 1 April 2026 must factor in these new requirements. Routine amendments that previously took days may now require additional preparation and possible follow-up with the Registrar.
- Documentation is everything. The Written Confirmation of Investment is not a tick-box exercise. Supporting evidence should include traceable capital flows, independent capacity assessments for Thai participants, and clear commercial rationale. In practice, we routinely prepare clients with full audit trails that can withstand registrar scrutiny.
- Particularly exposed sectors. Businesses in FBA Schedules 2 and 3 (e.g., certain services, retail, construction, and land-related activities), tourism operations, and any entity where foreigners exercise de facto management control through authorised director status will feel the greatest impact.
- Compliance as strategy. Legitimate foreign investors should view these measures as an opportunity to future-proof their structures. Options include Board of Investment or EEC promotion (which can permit 100% foreign ownership in targeted activities), treaty-based privileges, or properly documented joint-venture arrangements with genuine Thai economic participation.
Recommendations for Immediate Action
- Conduct a pre-April 2026 compliance health-check of any contemplated amendments.
- Engage specialist counsel to draft or review the Written Confirmation of Investment and assemble corroborating evidence.
- Consider whether an alternative structure (BOI, Foreign Business Licence, or treaty route) offers a cleaner long-term solution.
- Thai nationals asked to participate as partners or directors should obtain independent legal advice before proceeding, personal exposure is now materially higher.
At SILQ Law, we have guided many clients through every phase of Thailand’s evolving nominee enforcement regime. Our team combines deep regulatory insight with practical structuring expertise to ensure amendments are not only approved but positioned to withstand future scrutiny.
Order No. 1/2569 is further evidence that the era of informal nominee arrangements is ending. Forward-thinking investors who embrace transparent, compliant structures will continue to thrive in Thailand’s dynamic economy. Those who delay risk finding themselves on the wrong side of an increasingly sophisticated enforcement framework.
For a confidential assessment of how this Order affects your existing or proposed corporate arrangements, contact our foreign investment team directly. Early preparation is the most effective risk mitigation tool available.