NEW MEASURES SUMMARY! Corporate Registration 2026: Preventing Nominees and Illegal Businesses

"Infographic summarizing the 4 new corporate registration measures for 2026 by the Department of Business Development (DBD). The updates mandate strict financial verification to enhance corporate transparency and mitigate risks associated with Nominee shareholders and illegal business operations."

Executive Summary:

The 2026 corporate registration measures enforce strict verification to prevent nominees and illegal businesses. Key updates include mandatory financial proof for Thai shareholders in foreign-invested entities, strict identity verification for high-risk individuals, thorough head office location checks, and digital signature certification, aiming to elevate corporate transparency in Thailand.

4 Key Measures Every Business Owner Must Know:

1. Foreigner-related Cases (Order 2/2568)

• Must Submit Financial Evidence (Bank Statement): If foreigners hold less than 50% of shares or are authorized directors (even if Thai nationals hold the majority), all Thai shareholders must submit 3-month bank statements to prove the source of funds.

• Investment Consistency Verification: The bank account balance must be consistent with the paid-up capital or investment amount in that legal entity.

ME@NLAW Strategic Insight: Utilizing Nominee shareholders is a severe compliance risk under the Foreign Business Act. We strongly advise our international clients to structure their entities using "Preference Shares" to secure management control legally and transparently.

2. Nominee and Proxy Account Prevention (Order 3/2568 & 5/2568)

• High-Risk Individuals Must Self-Present: Individuals listed in AMLO or AOC (mule account) offenses, and State Welfare Card holders, must present themselves to the registrar before registration.

• Strict Measures for State Welfare Card Holders: If acting as a shareholder or director, they must submit a 3-month bank statement and a consent form for the use of the head office address.

• Protecting Vulnerable Individuals/Entities: This measure helps protect vulnerable legal entities from being tricked into having their names used as a front for illegal businesses.

3. Head Office Location Verification (Order 4/2568)

• Verification Criteria: If the head office location is already used for registration by 5 or more legal entities, the registrar will conduct a detailed verification.

• Must Have Consent Letter and Ownership Proof: The registrant must submit a consent letter from the property right-holder along with office photos and proof of ownership or possessory right as part of the application.

4. Signature Certification (Notification Year 2025)

• Individuals Authorized to Certify Signatures: (1) Certified Public Accountant (CPA) (2) Bookkeeper (3) Head of a certified Quality Accounting Firm (4) Licensed Security Receivers.

• Certification via Digital System: Verification of the identity of both the registrant and the statement certifier can be processed through the “DBD Biz Regist” system according to established criteria.