Foreign investors in Thailand should pay close attention to DBD Order No. 1/2569, which took effect on 1 April 2026. This rule does not ban foreign ownership, but it does make the Department of Business Development more careful when reviewing company changes involving foreign control or ownership.
The order came from Thailand’s long-running effort to stop nominee arrangements. For years, Thai law has restricted business structures where a Thai person holds shares or acts on paper for a foreign investor, while the real control and benefit belong to someone else. DBD Order No. 1/2569 strengthens how these rules are checked during registration changes, especially when foreign ownership or control increases.
The purpose of the law is simple: to protect Thailand’s business system from fake ownership, hidden control, and unfair use of local names. It also supports transparency and helps make sure company structures reflect real ownership and real investment.
This matters most when a business updates its ownership or management. If a partnership is amended so foreign partners become less than 50% and there is no foreign managing partner, the DBD may ask for an investment confirmation letter. The same can happen when a company adds foreign authorized signatories or co-signatories. These changes may trigger extra checks to confirm that the business is real, funded properly, and not using a nominee structure.
For foreign investors in Thailand, this means one thing: your paperwork must match your actual business setup. The DBD may ask for proof of capital payment, funding sources, and who truly controls the company. If your ownership structure is genuine, this should not be a problem. But if the structure is only for appearances, the risk is much higher.
The risks of non-compliance are serious. If a company gives false information, hides the true owner, or uses a nominee arrangement, it may face legal penalties under Thai law. These can include fines, criminal charges, delays in registration, and problems with future company filings. In some cases, the authorities may also question the validity of the company’s structure and operations.
For this reason, new and seasoned businessmen should review their Thai company structure carefully before filing any changes. The safest approach is to keep ownership, funding, and management records clear and consistent. Make sure shareholding, bank records, and signatory authority all support the same story.
For businesses in Thailand, DBD Order No. 1/2569 is a reminder that compliance matters. A good structure is not just about meeting ownership rules on paper. It is also about showing real, lawful control that stands up to review.