As of 1 January 2026, the Department of Business Development (DBD) has introduced stricter requirements for company incorporation in Thailand, particularly targeting nominee structures and enhancing transparency in foreign-invested businesses.

When Do These New Rules Apply?

The new requirements are applicable in the following scenarios:

• Where foreign shareholders hold less than 50% of the shares (e.g., 49:51 structure);
• Where a foreign director has authorised signing power, or
• Where a Thai individual establishes a company together with a foreigner (as at least two promoters are required at the initial stage of incorporation).

Key Requirement: Proof of Share Capital Funding

Under the new regulations:

• Thai shareholders are required to provide bank statements (3 months) backward to demonstrate the source of funds.
• All shareholders must transfer their respective share capital contributions into one director’s bank account (preferably a Thai director);
• The bank statements must clearly reflect the actual transfer transactions corresponding to the share subscription; and
• The share payment date must be consistent among all shareholders (noting that foreign transfers may take additional time to be credited).

This requirement is designed to ensure that the capital is genuinely contributed and to prevent the use of nominee shareholders.

Practical Implications for Investors

This regulatory shift significantly impacts how joint ventures and foreign-invested companies are structured in Thailand. In particular:

• Advance financial planning is now essential (at least 3 months prior to incorporation);
• 51:49 structures are subject to greater scrutiny; and
• Incomplete or inconsistent documentation may result in delays or rejection at the registration stage.

Is There Any Alternative Approach?

Yes.

If the company is initially incorporated with two Thai shareholders only, the above requirements may not be triggered at the incorporation stage. However, any subsequent restructuring must still be carefully planned to ensure compliance with Thai laws and regulations.

Candiduck’s Perspective

At Candiduck, we have been actively handling these scenarios throughout the first quarter of 2026. We aim to ensure that our clients not only understand these new requirements but are also properly structured to comply with them from the outset.

How We Can Assist

We provide comprehensive legal support for business establishment in Thailand, including:

• Thai Limited Company incorporation
• Foreign company structures (Branch Office / Representative Office)
• Treaty of Amity applications
• Board of Investment (BOI) promotions
• Industrial Estate Authority of Thailand (IEAT) and EEC-related projects

Our goal is to ensure that your business is established legally, efficiently, and strategically aligned with your long-term operations in Thailand.

Written by: Ms. Suthawan Boonmak (Poon)