Anti-nominee measures under the Department of Business Development rules and immigration bureau rules

The DBD now applies stricter scrutiny to company registrations and corporate changes, which issued Central Partnership and Company Registrar Order No. 2/2569, effective from 1 August 2026, the order consolidates previous anti-nominee measures into a single framework covering both company incorporations and registration amendments. 

In parallel, the Immigration Bureau has implemented Immigration Bureau Circular No. 0029.161/W, introducing enhanced scrutiny of visa extension and visa category change applications, as well as increased investigations into the consideration process. 

Although both authorities aim to prevent nominee arrangements, they focus on different aspects. The DBD reviews the corporate registration process and funding sources, while the Immigration Bureau assesses whether the business is genuinely managed by the individuals listed in the company records. 

Under Central Partnership and Company Registrar Order No. 2/2569 (2026), additional requirements apply to new incorporations and amendments involving foreign directors where: 

• Foreigners hold less than 50% of the shares; or 
• Foreigners have signing authority, regardless of shareholding (any ownership %). 

The DBD’s key concern is whether Thai shareholders are genuine investors rather than nominees. To verify this, applicants may be required to provide evidence of the source of funds, including bank statements from both the investor and the account receiving the share capital. 

Thai Immigration Bureau looks beyond corporate documents and considers whether the business is operating in accordance with its registered structure. This may include reviewing management control, beneficial ownership, financial statements, dividend payments and the role of foreign nationals in the business. 

Comparison of the DBD and Immigration Bureau approaches 

Practical implications for businesses 

Companies with foreign investment should ensure that the ownership structures reflect commercial reality and retain evidence of genuine Thai shareholder investment. 

Changes in shareholding, director appointments or signing authority may trigger DBD scrutiny. Companies should also be prepared to demonstrate genuine business operations and active management involvement when applying for visa extensions or changing type of visa to a non-immigrant visa. 

The DBD and Immigration Bureau are taking a more coordinated approach to nominee enforcement. While the DBD focuses on ownership and registration compliance, the Immigration Bureau assesses business substance and actual control. As a result, companies should maintain transparent ownership structures, clear funding records and evidence of genuine business activities. Even where a company has completed DBD registration, Immigration authorities may independently review its ownership, management and operations during visa applications or investigations. 

References (in Thai):  

• Immigration Bureau Circular No. 0029.161/ W3242. Retrieved from Immigration Bureau.  
• Central Partnership and Company Registrar Order No.2/2569. Retrieved from The Royal Gazette, Department of Business Development and Ministry of Commerce.