On 9 October 2026, Thailand’s Department of Business Development (DBD) led nine government agencies, including the Immigration Bureau, the Revenue Department, the Department of Lands and the Anti-Money Laundering Office, in joint inspections in Bangkok. They identified 33 companies at risk of being nominee structures, where Thai nationals hold shares on paper for foreign investors. The next day, according to Thai media, police searched four luxury housing estates in Bangkok, covering 94 houses held by 95 suspected nominee companies.
The checks build on new registration rules that took effect on 1 August 2026 for Thai companies with foreign shareholders or foreign authorised directors. If you hold a villa or land, or run a business, through a Thai company, two questions follow: which arrangements are likely to be looked at more closely, and what should you put in order now? Zagdim asked UnionSPACE, which incorporates Thai companies and handles compliance work for foreign clients. The UnionSPACE Team explained how it looks in practice.
In short: a Thai majority shareholding does not, on its own, mean a company’s arrangements are sound. What matters is whether each shareholder genuinely put in capital, and whether the rights on paper match what actually happens. If you already have a Thai company, start by checking that your records on ownership, funding and actual operations line up.
What Are the Authorities Checking?
The focus is on companies with less than half foreign shareholding, which remain Thai companies in law. Of roughly 1.005 million active juristic persons in Thailand, the DBD counts 119,116 companies with 0.01% to 49.99% foreign shareholding and treats them as the group at risk of nominee arrangements.
Three measures matter most:
| When | What | What it means for you |
|---|---|---|
| From 1 August 2026 | DBD Central Partnership and Company Registration Office Order No. 2/2569 takes effect. A company with foreign shareholders or foreign authorised signatories must file an investment clarification letter when it registers or amends its registration, together with three months of bank statements for the Thai shareholders who paid in capital and for the representative or entity that received the money | These document requirements apply the next time the company amends its registration |
| Announced 31 July 2026 | Seven high-risk provinces named for intensified checks: Chon Buri, Rayong, Chiang Mai, Chiang Rai, Surat Thani, Phuket and Krabi | If your company or property is in one of these provinces, it is worth putting your records in order now |
| 9 October 2026 | Joint inspections in Bangkok led by the DBD with nine agencies found 33 nominee-risk companies with under 50% foreign shareholding (in property rental, investment consulting and tourism) and two foreign-controlled companies operating without a Foreign Business Licence | The checks go beyond registration papers to on-site visits |
Companies that own property are also in view. According to an August 2026 Thai press report, the DBD cross-checked Department of Lands records and found 36,277 land-holding juristic persons with foreign shareholders. Of these, 31,516 with 49% or less foreign shareholding were classed as high-risk, concentrated in 16 provinces across Greater Bangkok and tourist areas; condominium holdings are the next step. The report stressed that these figures do not mean all of these companies are nominees.
Under Section 36 of the Foreign Business Act B.E. 2542 (1999), nominee-related offences carry up to three years’ imprisonment, a fine of THB 100,000 to 1,000,000, or both.
Which Arrangements Draw Closer Attention?
Shareholding percentages are relevant, but they are not the only consideration. The source of investment funds, shareholders’ rights and the actual arrangements must also be considered. Keeping foreign shareholding below 50% does not settle the question. The UnionSPACE Team puts it this way:
“Thai majority ownership is not, by itself, a guarantee of compliance. What matters is whether shareholders genuinely contribute capital and whether their rights reflect the actual arrangement.”
In other words, the question is where each shareholder’s money came from and how the company’s benefits are really shared, not just the percentages in the shareholder register.
Nor should foreign involvement alone be a cause for alarm. The UnionSPACE Team says: “A foreign shareholding percentage, foreign director or company-owned property alone does not establish a nominee arrangement. Closer review is warranted where Thai shareholders cannot reasonably explain their funding, receive only a fee for lending their names, or have documented rights that differ materially from the actual allocation of benefits.”
Two companies can both be 49% foreign and 51% Thai on paper. If the Thai shareholders can show their own capital contributions and genuinely share in the company’s benefits, that is a very different position from Thai shareholders who simply lend their names for a fee.
Companies set up mainly to hold land or a villa need one more layer of explanation. For such companies, the property itself is often the main asset. The UnionSPACE Team notes: “For companies primarily holding land or a villa, investors should also be able to explain the acquisition funding, the property’s actual use and the Thai shareholders’ genuine investment interest. Company registration does not, by itself, establish eligibility to own land or conduct every business activity.”
For readers, the point is simple: a successfully registered company is a legally formed company. That alone does not mean it can hold land, or carry on any given type of business, without further questions.
What Should Existing Company Owners Check Now?
Start by reconciling ownership, funding and actual operations. The UnionSPACE Team says: “We suggest starting by reconciling three things: ownership, funding and actual operations.” The records the team lists are set out below as a checklist:
| Area | Records to review | What to confirm |
|---|---|---|
| Ownership | Shareholder register and related agreements | Whether the shareholders’ documented rights reflect how benefits are actually shared |
| Funding | Capital contributions and bank records; any company loans | Whether each shareholder’s contribution is backed by bank records; whether loans are clearly explained and supported by actual fund movements |
| Actual operations | Directors’ signing authority and bank signing authority; property acquisition, use and business records | Whether actual decision-making, signing and property use are supported by appropriate authorisations, agreements and records, and are consistent with information required to be filed |
Table: based on recommendations from the UnionSPACE Team (October 2026)
The team stresses that these records should be read together: “These should tell a consistent story. Any loans should also have a clear explanation supported by actual fund movements.”
The checklist also lines up with the registration rules in force since August. From 1 August 2026, enhanced investment verification and documentation requirements apply to specified incorporation and amendment applications. The documents required depend on the application type and applicable conditions. Keeping your records in order now means you are less likely to find gaps when you next file an application.
What If the Records Don’t Match?
Understand the problem before you fix it, and don’t rush to swap people or sign new papers. The UnionSPACE Team cautions: “Where discrepancies emerge, understand the issue before deciding how to address it. Changing shareholders, adjusting percentages or signing additional documents may not resolve the underlying problem.”
For example, if a Thai shareholder never actually paid in capital, replacing them with another Thai shareholder does not answer the question of where the money came from. Situations like this depend on the company’s structure and your own circumstances, so it is best to have a professional familiar with Thai company rules review the actual documents.
The team adds that compliance is not a one-off task: “Company compliance is an ongoing responsibility to keep filings, funding and actual arrangements consistent.”
The Bottom Line
These checks are less about the shareholding percentage itself than about whether a company’s records tell a consistent story that matches reality. Taking the time now to reconcile your ownership, funding and operating records is the most practical preparation.
If you hold property or run a business through a Thai company and are not sure your records line up, tell Zagdim about your situation and we can arrange a suitable specialist for you.
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Key Terms
- Nominee shareholding (นอมินี): an arrangement in which Thai nationals hold shares on paper while the capital and control actually sit with a foreign investor.
- Department of Business Development (DBD): the agency under Thailand’s Ministry of Commerce responsible for company registration.
- Foreign Business Act B.E. 2542 (1999): the law governing business operations by foreigners in Thailand; unlawful nominee arrangements are penalised under it.
- Foreign Business Licence (FBL): the licence a foreigner or foreign-controlled company needs to operate in a restricted business.
- Investment clarification letter: a document that, since August 2026, a company with foreign shareholders or foreign authorised signatories must file when it registers or amends its registration.
About This Article
Information was checked on 19 October 2026. Details of DBD Order No. 2/2569, the seven high-risk provinces, the number of at-risk companies and the penalties are based on consistent reporting by major Thai media of the DBD’s announcement of 31 July 2026; the DBD website could not be accessed at the time of checking, and the text of the order itself was not obtained. The police operation of 10 October is based on English-language Thai media reports.
The guidance and checklist in the second to fourth sections reflect UnionSPACE’s practical views. They are intended as general information rather than advice on any individual case. Quotes were confirmed in writing by UnionSPACE. This article is not legal advice; please consult a qualified professional about your own situation.
References
Thansettakij, DBD Order No. 2/2569 and seven high-risk provinces (31 July 2026, Thai) / Siamrath, report on new DBD registration rules (31 July 2026, Thai) / Thansettakij, DBD cross-check of Department of Lands records (21 August 2026, Thai) / Thairath, DBD-led joint inspections with nine agencies in Bangkok (9 October 2026, Thai) / Thai Post, report on the joint inspections (9 October 2026, Thai) / The Pattaya News, eighth phase of the police nominee crackdown (10 October 2026)
