Thailand’s DBD cracks down on nominees and “mule” accounts with strict new registration rules

New regulations and orders issued in 2025 will officially take effect on 1 January 2026. Here is a summary of the key changes every business owner should know:  

Measures for verification of company shareholders  

The DBD has issued the Central Partnership and Company Registration Office Order No. 2/2568, prescribing criteria and supporting documents for the registration of partnerships and limited companies. According to these new regulations, applications to incorporate companies are assessed on three main factors:  

1. Person: Shareholders and directors must be real persons whose identities, backgrounds, and financial status can be verified.  
2. Capita: Investment funds must have a clear and traceable source, and the financial transaction history of Thai shareholders must be verifiable.  
3. Location: The registered office must physically exist and be subject to inspection.  

The DBD will focus its scrutiny on juristic persons with the following characteristics:  

• Companies with foreign participation holding less than 50% of the shares, regardless of the nationality of the company directors; or  
• Companies in which all shareholders are Thai nationals, but the authorised signatory director is a foreign national.  

All Thai shareholders, whether juristic persons or individuals, are required to submit the bank statements issued by commercial banks in Thailand showing the transactions for the past three months prior to the registration date. The registrar will place particular emphasis on transaction matching, and evidence of payment for shares by Thai shareholders must appear as outbound transfers from the Thai shareholders’ bank accounts prior to the date of the statutory meeting for company incorporation.  

If the financial trail indicates that a Thai shareholder’s bank account shows no regular activity and reflects same-day incoming and outgoing transfers, the registrar has the authority to immediately suspend the registration process.  

In addition, the DBD has established real-time data integration with the Anti-Money Laundering Office (AMLO) and the Ministry of Finance pursuant to Central Partnership and Company Registration Office Orders Nos. 3/2568 and 5/2568, with the following policies:  

1. If a Thai shareholder’s name appears in AMLO records, such person must appear in person before the registrar prior to registration approval and submit financial documentation, in order to prevent the use of juristic persons as instruments for disguising proceeds derived from unlawful activities; and  
2. If the registrar finds that an applicant for company incorporation is a low-income individual holding a State Welfare Card (annual income not exceeding THB 100,000) and is appointed as a director or being a major shareholder in a company with high registered capital, the system will immediately suspend the incorporation application due to the high risk of nominee arrangements. In such cases, the individual must appear in person before the registrar and submit financial documentation prior to registration approval. 

Measures for regulating office addresses and the “Rule of 5”  

The issue of using post office boxes or duplicate addresses for company registration will be addressed through the implementation of the “Rule of 5” via an automated flagging system, pursuant to Central Partnership and Company Registration Office Order No. 4/2568. If a particular address is used as the registered office for more than 5 (five) companies, the system will immediately flag it as a “duplicate address.”  

This measure directly affects virtual office and co working space businesses, which will need to adapt by preparing proof of rights to use the premises, space layout or partition plans, and consent letters clearly identifying each company using the premises, in order to demonstrate that the location can genuinely support business operations.  

The reform of corporate registration rules, effective in 2026, introduces enhanced scrutiny of Thai shareholders and registered business premises. As a result, companies intending to incorporate in Thailand will be required to prepare additional supporting documentation for registration. Any company seeking guidance from Forvis Mazars for verification assistance and advice on structuring a new company is welcome to consult with us to ensure readiness prior to company incorporation.  

Reference (in Thai): 

• Orders and announcements concerning the prevention and suppression of illegal nominee arrangements and ‘mule’ bank accounts. Retrieved from Office of Provincial Commercial Affairs Pathumthani.