Thailand's New Corporate Registration Measures to Combat Nominee Practices and Mule Bank Accounts: Four Orders and Two Announcements by the DBD (Effective 1 January 2026)

Source: This article is based on Orders No. 2/2568, No. 3/2568, No. 4/2568, and No. 5/2568 issued by the Central Partnership and Company Registration Office under the Department of Business Development (DBD), together with two Announcements concerning authorized signature witness qualifications and digital identity verification (B.E. 2568).

Matter Snapshot

• Client profile: Foreign investor, cross-border group, or existing Thai limited company / partnership preparing an incorporation or amendment filing — particularly structures with foreign shareholders below 50%, foreign authorized directors, AMLO / AOC-listed persons, State Welfare Card holders, or a shared / virtual registered address.
• Triggering event: Entry into force on 1 January 2026 (B.E. 2569) of four DBD Central Partnership and Company Registration Office Orders (No. 2/2568 – 5/2568) and two Announcements on witness qualifications and digital identity verification.
• Core risk: Registration is no longer a formal document check. DBD now substantively verifies capital source (3-month bank statements), identity (in-person appearance for listed persons and welfare-card holders), registered address legitimacy (five-entity threshold), and witness qualifications (CPA / registered accounting professional / licensed commercial security enforcement officer, with DBD Biz Regist digital ID). Any weak link delays or derails the filing.
• Time sensitivity: The framework applies to every covered filing from 1 January 2026 onward. Evidence preparation (bank statements, landlord consents, title evidence, in-person scheduling, witness credential verification) sits in the critical path and must be organized before the filing window opens, not at the counter. Sponsors of BOI-promoted vehicles applying under the parallel BOI Announcement 3/2569 Economic Recovery stimulus must reconcile the new DBD substantive-verification timeline with the stimulus's non-extendible 12-month capex deadline — corporate-registration friction that would have been a low-grade nuisance before 1 January 2026 can now jeopardise the stimulus's eligibility window.

Overview

In December 2025, the Central Partnership and Company Registration Office under Thailand's Department of Business Development ("DBD") issued four orders and two announcements (B.E. 2568), establishing new rules, procedures, and documentary requirements for the registration of incorporation and amendment of partnerships and limited companies.

These new regulations became effective on 1 January 2026 (B.E. 2569) and are designed to prevent and suppress unlawful nominee business practices and mule bank account activities.

The measures represent a significant shift in Thailand's corporate registration regime — from a traditional "formal review" model to a more rigorous "substantive verification" framework — centering on enhanced scrutiny of signatory identity, capital source verification, and registered office authenticity.

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I. Key Provisions of the Four Orders

1. Order No. 2/2568: Capital Source Verification for Entities with Foreign Participation

(Issued 1 December 2025)

Applicability:

This order applies to the following registration scenarios:

• (1) Partnerships or limited companies in which the total capital contribution / registered capital held by foreign partners / shareholders is less than 50%; or
• (2) Limited companies with no foreign shareholders, but with a foreign director authorized to sign documents binding on the company.

Core Requirement:

The applicant must submit a bank statement for each Thai partner or Thai shareholder. The bank statement must be issued by the bank and cover a period of three months preceding the date of capital contribution / share payment.

Verification Standard:

The bank statement must clearly show fund withdrawals or transfers corresponding to the capital contribution or share capital amount, together with the payment date.

Superseded Provisions:

This order supersedes and replaces the requirements regarding bank confirmation letters under Order No. 205/2555, issued by the Central Partnership and Company Registration Office on 22 November 2012. This effectively eliminates the previous practice of relying solely on bank-issued confirmation letters for capital verification.

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2. Order No. 3/2568: Enhanced Scrutiny for Persons Listed on AMLO Watchlists

(Issued 15 December 2025)

Applicability:

This order applies where a partner, shareholder, or director of a partnership or limited company has been identified on:

• The watchlist of the Anti-Money Laundering Office (AMLO); or
• Lists reported by the Anti Online Scam Operation Center (AOC) to the DBD (sometimes referred to as "HR-03" lists).

Persons on these lists are considered to have associations with predicate offences or to be holders of bank accounts used in the commission of predicate offences.

Core Requirements:

• Identity Verification: Listed persons must appear in person before the registration officer at the DBD prior to acceptance of the registration application, and must present valid original identification documents (national ID card or passport).

• Supporting Documents:

  • For incorporation registrations: The applicant must submit proof of registered address (a consent letter for use of the registered address and evidence of the right to use the office premises, with originals presented and copies submitted), as well as bank statements (for partnerships: bank statements of the relevant partners; for limited companies: bank statements of the shareholder accounts used for share payment).
  • For amendment registrations (addition of new partners): Bank statements of the new partners, or copies of the amended partnership agreement (where an existing partner transfers partnership interests / capital contribution to the new partner).
  • For amendment registrations (appointment of new directors): Only personal appearance and identity verification of the new director is required. No bank statements or registered address documents are required in this scenario.

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3. Order No. 4/2568: Registered Address Verification

(Issued 15 December 2025)

Applicability:

This order applies to incorporation registrations and registrations involving changes of registered address.

Core Requirement:

The registration officer must verify the details of the registered address in each registration application to ensure consistency with civil registration records.

"Five-Entity Threshold" Mechanism:

Where the registration officer identifies that the registered address stated in the application is the same as the registered address of five or more existing partnerships or limited companies, the officer shall require the applicant to submit the following supplementary documents:

• (1) A consent letter for the use of the registered address; and
• (2) Copies of documents evidencing the right to use the office premises at the registered address.

This measure targets the widespread practice of shell companies sharing virtual office addresses and aims to re-anchor corporate registrations to genuine physical office locations.

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4. Order No. 5/2568: Enhanced Verification for State Welfare Card Holders

(Issued 15 December 2025)

Applicability:

This order applies where a partner, shareholder, or director of a partnership or limited company is a State Welfare Card holder.

Core Requirements:

The requirements under Order No. 5/2568 are substantially similar to those under Order No. 3/2568. As this demographic is considered a high-risk source for nominee or mule arrangements, the new regulations require:

• Personal appearance before the DBD registration officer for identity verification; and
• Submission of supporting documents including: bank statements (evidencing sufficient financial capacity for capital contribution), a consent letter for the use of the registered address, evidence of the right to use the office premises, and copies of the amended partnership agreement.

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II. Two Announcements: Authorized Witness Qualifications and Digital Verification

1. Designation of Authorized Signature Witnesses

Pursuant to Section 6(1)(C) of the Ministerial Regulation on the Establishment of Partnership and Company Registration Offices, Appointment of Registration Officers, and Registration Rules and Procedures for Partnerships and Limited Companies (B.E. 2549 / 2006), the following persons are authorized to witness the signature of registration applicants:

• (1) Certified Public Accountants (CPA);
• (2) Members of the Federation of Accounting Professions or accountants registered with the Federation;
• (3) Principals, executive partners, or directors of quality-certified accounting firms; and
• (4) Licensed commercial security enforcement officers under the Commercial Security Act.

2. Digital Identity Registration and Verification

All authorized signature witnesses designated above must register and maintain their information through the DBD Biz Regist (Online Legal Entity Registration) system for real-time digital identity verification.

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III. Impact Analysis and Compliance Recommendations

Summary of Key Regulatory Changes

Immediate Actions

1. Reconstruct the capital trail before filing. Under Order No. 2/2568, every affected Thai partner or shareholder must produce a bank statement covering the three months preceding the capital contribution date, showing outflows that match the share payment amount. Bank confirmation letters (previously relied on under Order No. 205/2555) are no longer sufficient. If the trail is weak, the filing should be re-prepared, not submitted and defended.
2. Screen every partner, shareholder, and director against AMLO and AOC lists pre-filing. A positive match triggers mandatory in-person appearance under Order No. 3/2568 and shifts the filing from a documentary review to a counter appointment. Scheduling, translation, and supporting documents need to be organized upstream.
3. Validate the registered address against the five-entity threshold. If the proposed address is already the registered address of five or more companies / partnerships, Order No. 4/2568 requires a landlord consent letter and title evidence. Virtual-office and shared-address setups are no longer casually pushable — either upgrade the address or prepare the supporting pack.
4. Re-credential the authorized signature witness. Witness status is now limited to CPAs, registered accounting professionals, principals of quality-certified accounting firms, or licensed commercial security enforcement officers — all of whom must have a live DBD Biz Regist digital identity. Confirm credentials before relying on an existing consultant to witness signatures.
5. Profile exposure to State Welfare Card holders. Where any partner, shareholder, or director is a welfare-card holder, Order No. 5/2568 mandates in-person identity verification plus the full supporting pack (bank statements, address consent, right-to-use evidence). Plan around the appearance, do not try to paper over it.
6. Audit existing structures proactively, not at amendment time. For live Thai entities, review capital source records, shareholder-level financial capacity, dividend history, directorship and signatory arrangements, and address legitimacy. Problems surfaced during a pre-audit can be remediated; problems surfaced at the DBD counter derail the filing.

FAQ

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Q1. My Thai shareholder cannot clearly explain the source of funds. Can we still file this month?

A1. Filing risk is now materially higher. Under Order No. 2/2568, Thai partners or shareholders in the affected structures must provide bank statements covering the three months preceding the capital contribution or share payment date. If the capital trail is weak, inconsistent, or unsupported, the filing should be re-prepared before submission.

Q2. We have no foreign shareholder, but we want to appoint a foreign authorized signatory director. Do the bank-statement rules still apply?

A2. Yes, this structure is expressly captured by Order No. 2/2568. Even without foreign shareholding, a limited company with a foreign director authorized to bind the company falls within the new documentary verification rule.

Q3. Our registered office is shared with several SPVs. Will DBD reject the filing automatically?

A3. Not automatically, but it creates an immediate proof burden. Where the same registered address is already used by five or more entities, the officer must require a landlord consent letter and supporting evidence of the right to use the premises. A weak virtual-office setup is therefore much harder to push through casually.

Q4. A proposed director appears on an AMLO or AOC-related list. What must happen before filing?

A4. The individual must appear in person before the DBD registration officer for identity verification and present original ID documents before the filing is accepted. Depending on the filing type, additional supporting documents, including address and bank statement materials, may also be required.

Q5. Can our usual consultant witness the signatures if they are not a CPA or registered professional?

A5. Not safely. The new framework limits witness status to qualified categories such as CPAs, registered accounting professionals, principals of quality-certified accounting firms, and licensed commercial security enforcement officers, all of whom must complete digital identity registration through DBD Biz Regist.

Sources

• DBD Central Partnership and Company Registration Office Order No. 2/2568
• DBD Central Partnership and Company Registration Office Order No. 3/2568
• DBD Central Partnership and Company Registration Office Order No. 4/2568
• DBD Central Partnership and Company Registration Office Order No. 5/2568
• DBD announcements on witness qualifications and digital identity verification (B.E. 2568)

Lexcelsiam Note

This material is for general information only and does not create a lawyer-client relationship. The four Orders and two Announcements summarized here are DBD Central Partnership and Company Registration Office instruments; the Thai-language originals and the DBD's prevailing administrative practice control. Whether a specific filing triggers capital-source verification, in-person appearance, address-supporting documentation, or a qualified witness depends on the structure, the identities involved, and the filing type (incorporation, partner/shareholder change, director / signatory change, address change). Where AMLO / AOC list exposure, shared-address configurations, nominee-pattern indicators, or State Welfare Card shareholders are present, a matter-specific legal review is required before the filing is lodged with the registration officer.

If you need corporate registration assistance or compliance advisory in Thailand, please contact us at business@lexcelsiam.com.

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