Thailand’s Central Partnership and Company Registration Office signed Order 2/2569 on July 15, 2026. It takes effect on August 1, 2026, according to the order published by the Ministry of Commerce. The order consolidates registration checks that had been spread across two earlier measures and requires financial records that let a registrar compare declared share payments with the actual movement of money.
The number matters: Order 1/2569 is not the August order. It was signed on March 16 and took effect on April 1. Order 2/2569 expressly repeals it, along with Order 2/2568, from August 1.
What changes on August 1
For a new partnership or limited company, the extra evidence applies in two specified situations:
- a foreign partner or shareholder invests but the combined foreign stake is below 50% of registered capital; or
- a limited company has no foreign shareholder, but a foreigner is a director with authority to sign alone or jointly for the company.
Under Order 2/2569, the applicant must submit the DBD investment-clarification form. Each Thai partner or shareholder generally provides a bank statement covering the three months before payment and showing a withdrawal or transfer consistent with that person’s declared contribution and payment date. The managing partner or director receiving the capital also provides a statement showing matching receipts from the investors. If that receiving account holder pays their own contribution from the existing balance in the same account, the form instead records their name, contribution, existing balance, and account details without requiring a separate withdrawal or transfer entry; the receiving-account statement must cover the three months before receipt.
Specified amendments are covered too. For a partnership, the trigger starts with either all-Thai partners or foreign partners contributing at least 50% of the capital; a partner amendment then leaves the combined foreign contribution below 50% with no foreign managing partner. For a limited company, an amendment changes a company previously bound only by Thai authorised directors so that a foreign director can sign alone or jointly. The filing includes an investment confirmation that the partners or shareholders paid real capital and that Thai participants are not assisting a foreigner through a nominee arrangement.
If an entity registered on or after August 1 files one of those qualifying amendments within one year of incorporation, the applicant must also submit an investment-clarification form and a bank statement showing that the partnership or company received all capital due at incorporation, either in its own account or in the managing partner’s or director’s receiving account. Applications already filed before August 1 remain under the rules in force when they were submitted.
How this differs from Order 1/2569
Order 1/2569, signed March 16 and effective April 1, addressed the same two amendment patterns: a partner amendment changing an all-Thai or at-least-50%-foreign partnership to below 50% foreign contribution with no foreign managing partner, and a company amendment changing all-Thai signing authority so that a foreign director could sign alone or jointly. It introduced an investment confirmation signed by the managing partner or filing director: all partners or shareholders had genuinely invested and paid for their interests, and Thai participants were not supporting a nominee arrangement.
Order 2/2569 replaces that measure on August 1. It preserves the confirmation and brings incorporation and amendment checks into one order, while making the payment trail more explicit through the Thai investors’ statements and the receiving account. The change is about evidence at registration; it does not rewrite the underlying distinction between a genuine Thai business and an illegal nominee arrangement.
Who is in the reported review pool
On July 16, Nation Thailand reported that DBD analysis had identified nearly 120,000 companies for further inspection. The report described companies with foreign ownership from 0.01% to 49.99%, with particular attention to the 40%–49.99% range in 16 provinces where DBD said foreign shareholding was high.
Phuket, Phang Nga, and Krabi are among those 16 provinces. DBD’s related inspections have focused on sectors including real estate, tourism, hotels and resorts, construction, agriculture, and logistics, according to Nation’s earlier report on the August measure. Inclusion in a geographic or shareholding risk group is a reason for review, not a finding that every company in it is unlawful.
A Thai-majority company is not automatically a nominee
A legitimate Thai-majority company has Thai shareholders acting for themselves: they fund their own shares, bear real economic risk and benefit, and exercise the rights attached to their holdings. A nominee arrangement uses Thai people or entities to hold shares or assist a foreigner in evading restrictions while the real funding, benefit, or control lies elsewhere. Registered percentages alone do not settle that factual question.
The stages should not be collapsed:
- Registration screening checks a filing and its evidence. A registrar may request correction or reject an inconsistent application; that is not a criminal judgment.
- Investigation gathers evidence because a company or transaction has risk indicators. Opening one does not prove an offence.
- Allegation is a claim that an offence occurred. It remains to be proved through the applicable process.
- Conviction is a court’s final finding of criminal liability. Neither the order nor inclusion in the reported review pool is a conviction of any company or person.
The August order therefore proves nothing by itself about an existing company’s legality, its shareholders, or a particular property. It creates a more detailed registration record that officials can examine and, where appropriate, refer for investigation.
Questions for an existing owner to take to independent Thai counsel
An owner or shareholder can ask counsel to review the company’s actual records rather than rely on its 51/49 label:
- Which future registrations or director and shareholder changes would trigger the August evidence rules?
- Can every Thai shareholder document the source, amount, and date of the money used to pay for shares?
- Does the receiving account reconcile with every declared contribution?
- Do governance, dividends, risk, and decision-making reflect the registered ownership?
- Did the original property acquisition or company funding create separate exposure under the Land Code or the Foreign Business Act?
- Which records should be preserved, and how should privileged legal advice be handled during any review?
These questions do not produce a legal-safety certificate. The answer depends on the original funding, documents, conduct, and any later changes. For the broader ownership context, see Thai company structures for property ownership under the 2026 enforcement regime.