September 17, 2026

Additional Requirements and Supporting Documents to Prevent Nominee Shareholding by Foreigners under Central Partnership and Company Registration Office Order No. 2/2569

Introduction

The Central Partnership and Company Registration Office, Department of Business Development, has issued Order No. 2/2569, dated 29 July B.E. 2569 (2026), prescribing the criteria and supporting documents required for applications to register the incorporation and amendment of registered particulars of limited partnerships and limited companies where a foreigner participates in the investment or holds signing authority. The Order takes effect from 1 August B.E. 2569 (2026). It requires applicants in the prescribed circumstances to submit additional documentary evidence demonstrating that the investment has genuinely been made, as one of the measures directed at preventing nominee shareholding on behalf of foreigners under the Foreign Business Act B.E. 2542 (1999). As the Order bears directly on the registration process for juristic persons in which foreigners hold shares or serve as authorised directors, it is a matter relevant to foreign investors and entrepreneurs currently incorporating or restructuring a business in Thailand.

Background and Legal Basis of the Order

The Order was issued under the authority of the Ministerial Regulation on the Establishment of the Central Partnership and Company Registration Office, Appointment of Registrars, and Prescription of Criteria and Procedures for the Registration of Partnerships and Limited Companies B.E. 2549 (2006). The stated rationale of the Central Registrar is to raise the level of credibility in the registration of partnerships and limited companies and to prevent the concealment or disguise of financial transactions arising from nominee arrangements on behalf of foreigners.

Circumstances Requiring Additional Documents upon Incorporation

An applicant registering the incorporation of a limited partnership or limited company must submit additional documentary evidence in support of the application in either of the following circumstances:

• First circumstance The limited partnership or limited company has a foreign partner or shareholder whose investment or shareholding amounts to less than 50 per cent of the capital contribution or registered capital.
• Second circumstance The limited company has no foreign shareholder, but a foreigner serves as a director authorised to sign, or to co-sign, so as to bind the company.

Documents Supporting an Incorporation Registration: the Investment Clarification Letter

An applicant falling within either circumstance above must submit an Investment Clarification Letter in the form annexed to the Order, together with the following supporting evidence:

1. Bank statements issued by the bank covering the three months preceding the date of payment of the capital contribution or share price, drawn from the account used by each Thai national partner or shareholder to make payment. The statements must show withdrawal or transfer entries consistent with the amount paid and the date of such payment.
2. Bank statements issued by the bank for the account used by the managing partner or director to receive payment of the capital contribution or share price. The statements must show receipt entries consistent with the amounts received from, and the dates of receipt in respect of, every partner or shareholder.

Where the managing partner or director uses that receiving account as the same account from which their own capital contribution is paid, such that no separate withdrawal or transfer entry appears, the Order requires that additional particulars be provided of the amount applied from the balance remaining in that account, together with bank statements covering the three months preceding the date of receipt of payment.

Registration of Amendments: the Investment Confirmation Letter

An applicant registering an amendment admitting a foreigner as a partner, or an amendment appointing a foreigner as a director authorised to sign on behalf of a limited company, must submit an Investment Confirmation Letter in the form annexed to the Order, in either of the following circumstances:

• First circumstance A limited partnership in which all partners were previously Thai nationals, or in which foreign partners previously contributed less than 50 per cent in aggregate, where the registration of the amendment results in foreign partners contributing 50 per cent or more of the capital contribution in aggregate, with no foreigner serving as managing partner.
• Second circumstance A limited company in which all directors authorised to sign so as to bind the company were previously Thai nationals, where the registration of an amendment to the directors, or to the number or identity of the directors authorised to sign so as to bind the company, results in a foreigner becoming a director authorised to sign, or to co-sign, so as to bind the company.

The Order further prescribes an additional requirement applicable to limited partnerships and limited companies incorporated on or after the date on which the Order takes effect (that is, from 1 August B.E. 2569). Where such an entity files an application to register an amendment of the kind described above within a period not exceeding one year from the date of its registration as a juristic person, the applicant must also submit an Investment Clarification Letter (amendment version) together with bank statements demonstrating that the partnership or company received capital contributions or share payments consistent with the full amount required to be paid upon its incorporation, in accordance with the same criteria as those governing receipt of payment at the incorporation stage.

Conclusion

Central Partnership and Company Registration Office Order No. 2/2569 prescribes the criteria governing the documents required in support of applications to register the incorporation and amendment of registered particulars of limited partnerships and limited companies in which foreigners participate in the investment or hold signing authority. It requires additional financial evidence to be presented through the Investment Clarification Letter and the Investment Confirmation Letter in the prescribed forms, at both the incorporation and amendment stages. The Order takes effect from 1 August B.E. 2569 (2026) and applies only to registration applications filed on or after that date; applications filed beforehand remain governed by the criteria in force at the time of filing.

Source

The complete text of the criteria, including the forms of the Investment Clarification Letter and Investment Confirmation Letter annexed to the Order, is available in the original document published by the Department of Business Development:Click here to view the document.