The Department of Business Development (DBD) has issued Order of the Central Partnership and Company Registration Office No. 2/2569, establishing criteria and supporting documents for applications to register the establishment and amendments of partnerships and limited companies in cases where foreign nationals invest in the business or have signing authority.
The new criteria take effect from 1 August 2026 onwards.
The purpose of these criteria is to strengthen the verification of the source of investment funds and to confirm that shareholding and share payments are genuine, particularly in cases involving foreign investors or foreign authorized signatories.
The new criteria cover important cases such as:
- Partnerships or limited companies in which foreign nationals invest, subject to the shareholding proportions and conditions specified in the Order.
- Companies with no foreign shareholders, but where a foreign national is appointed as an authorized director or is authorized to jointly sign and bind the company.
Therefore, the consideration is not limited to “what percentage of shares is held by foreigners.” The signing authority of foreign nationals is also an important factor that must be considered.
Setting Up a New Company: What Additional Evidence Is Required?
One of the key changes is the verification of the source of investment funds and the flow of share payments.
Applicants for registration must prepare an Investment Confirmation Letter, providing details of payments made by Thai partners or Thai shareholders, as well as details of the bank account used to receive the investment or share payments.
Important supporting documents therefore include a bank statement for the previous three months from the bank account of the Thai partner or Thai shareholder used to make the investment payment, as well as a bank statement of the managing partner or director receiving the payment. These documents allow the payment amounts and dates of receipt to be verified and matched accordingly.
What About Companies That Are Already Registered?
Existing companies should also pay close attention to the new criteria, particularly when making amendments to their registration that bring the company within the scope of the requirements, such as appointing a foreign national as an authorized director.
For registration amendments, an Investment Confirmation Letter will be required to provide details of the receipt of investment or share payments, including the relevant bank account information, payment amounts, and the dates on which funds were deposited or transferred into the account.
Companies that have been registered for less than one year and undertake such an amendment should note that the registrar may also request evidence that the original share capital, paid at incorporation, was genuinely funded. Restructuring shortly after incorporation does not fall outside the scope of review.
What Should Businesses Prepare?
From 1 August 2026 onwards, anyone planning to establish a company or amend a shareholder or director structure involving foreign nationals should carefully review the applicable requirements from the outset and prepare complete and consistent investment evidence, bank statements, and records showing the flow of share payments.
Under the new criteria, registration will no longer focus solely on the shareholder structure shown in the documents. Greater attention will also be given to the source of investment funds, actual payment of shares, and the role of foreign nationals within the company, helping ensure that the registration process is transparent and compliant with the law.
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