DBD Order No. 2/2568: Rules for Foreign Investments
DBD Order No. 2/2568: Rules for Foreign Investments
Wissen & Co Ltd., our premium member, provides a vital update on DBD Order No. 2/2568, effective from 1 January 2026. The Department of Business Development now requires stricter evidence for Thai shareholders in companies with foreign investment or foreign authorised signatories to prevent nominee structures.
The Department of Business Development (DBD) has issued Order No. 2/2568, introducing stricter evidentiary requirements for the registration of partnerships and limited companies where foreign investment or foreign authorised signatories are involved. This order revokes the previous framework (Order No. 205/2555, dated November 22, 2012) and reflects Thailand’s heightened regulatory stance against nominee structures, reinforcing transparency and integrity in corporate registration.
The new order applies specifically at the incorporation stage in two scenarios:
1. Partnerships or limited companies with minority foreign shareholding or foreign ownership is less than 50% of share capital or registered capital.
2. Limited companies with no foreign shareholders but with foreign authorised directors who hold binding authority to act on behalf of the company.
In both cases, Thai shareholders must provide documentary evidence substantiating the legitimacy of their investment funds.
|
Previous Framework (Order No. 205/2555) |
Current Framework (Order No. 2/2568) |
| Registrant must submit a bank-issued financial documents certifying or showing financial status of each Thai shareholder. |
Registrant must submit the last 3 months of bank statements (from the date of share subscription payment). |
| – | Bank statements must be from an account of each Thai shareholder used for share payment. |
| These documents must demonstrate funds consistent with the amount invested or paid for shares. | Bank statements must show the actual withdrawals or transfers made for share payments, along with the date on which each payment occurred. |
These requirements apply from 1 January 2026 onward.
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Wissen & Co Limited, a Thai legal service, was formed by a group of lawyers having extensive experience in both domestic and international business environment for a great number of years. The firm is broad-based commercial and business practice acting primarily for multinational corporations conducting operations in Thailand. The firm also advises shareholders, management, executives, and personnel in their analysis and decision-making in Thailand. Wissen & Co is also a premium member of Norwegian Chamber of Commerce. In Areas of Practice, the firm provides legal services in general commercial practice and specialises in all aspects of legal matters; from MOU agreements, business-related matters, mergers and acquisitions, to contracts, labour law, dispute resolution, and litigation, etc. The services also extended to company secretarial service, work permits, immigration matters, and translation of legal-related documents. To learn more about Wissen & Co Limited’s services, please visit: www.wissenandco.com or contact Mr. Wichien Harnpraween, Managing Partner, Wissen & Co Limited at [email protected]
