Registration is getting harder to pass: four new checks in the last year

01Four checks, read as one timeline

• Stronger registration verification (put forward as a draft in late 2025): additional verification requirements on the information filed at registration. Its items have not all landed the same way since, so check them one by one before relying on any.
• The capital-contribution check on incorporation (DBD Central Registrar Order No. 2/2569, effective 1 August 2026): clause 1(1) of that order expressly revokes the earlier Order No. 2/2568, which had commenced on 1 January 2026 and which a good deal of material still cites. It reaches incorporation registrations only, and only two situations: there are foreign partners or shareholders but the foreign contribution totals less than 50 percent of the contributions or the registered capital; or the company has no foreign shareholder but a foreign national is an authorised or jointly authorised signing director. Where it applies, the filing includes the prescribed investment explanation form, a bank statement for each Thai shareholder's account used to pay for the shares covering the three months counted back from the date of payment and showing a withdrawal or transfer matching the amount and the date, and a statement for the account of the director or managing partner who received the money, showing receipt from every shareholder. An incorporation in which foreign holdings reach 50 percent or more, a wholly foreign-owned company included, falls outside both situations — which means only that this order does not apply; whether any requirement outside it does is a separate question.
• The investment confirmation for a change of foreign signatory (clauses 4 and 5 of the same order, same commencement): clause 1(2) revokes Order No. 1/2569, which had commenced on 1 April 2026. An application to make a foreign national a partner, or an authorised signing director of a limited company, in the situations the order lists, has to be filed with an investment confirmation; where it comes within one year of the incorporation date, an amendment investment explanation form and a statement showing the incorporation capital was received in full go in as well. The signatory is the direct expression of who can bind the company, and this is the check aimed at control.
• Online filing: the online system is now the main channel, and identity verification for foreign promoters and directors runs only through the DBD's own channel, which takes time. But the statement that counter filing stopped on a given date with no exceptions rests on law firm briefings alone, with no official instrument seen, and should not be treated as a legal requirement.

Read together the direction is consistent: contribution records, signatory structure, and an online record. All three point at the same thing — establishing who actually put up the money and who actually decides. That is exactly where a nominee structure is least able to withstand examination. A single direction does not mean a single scope, though: work out which of these checks reaches you before working out what to prepare.

02What it means for Chinese-invested companies

None of these checks target foreign investors specifically. Their combined effect, however, falls hardest on the way Chinese-invested companies have typically been set up:

• Where the check reaches you, the contribution and its payment have to be arranged in advance rather than explained afterwards. What the order asks for is a Thai shareholder's account statement showing a withdrawal or transfer matching the amount and the date of payment, and a receiving account showing receipt from every shareholder — a matter of dates and accounts, which cannot be assembled at the moment of filing. The stricter reading, that the money must be the shareholder's own and must not be advanced by the foreign party, comes from law firm commentary: neither the old nor the new order says it. That is no reason to assume the reality of the funding goes unexamined.
• "Register the company first and adjust the shareholding later" has become riskier. Changes to signatories and shareholders are themselves under scrutiny; later adjustment is no longer a formality.
• Mandatory online filing means a record. Every registration and every change sits in the system, which makes inconsistency between them easier to see.

03What is being squeezed alongside it

Detection of nominee-type arrangements is being strengthened in parallel. One of the markers is a mismatch between the registered shareholder and the actual contribution and control — the money was not his, the decisions are not his, the returns do not go to him. Source-of-funds verification enters from the hardest end of that: the money.

Note also that this kind of detection does not only happen at the moment of registration — later changes, annual filings and other steps can trigger it. "Nobody asked at the time" is not the same as the matter having been settled.

04How to prepare if you are setting up now

Everything below is cheap to do before registration and expensive to fix afterwards:

• Settle the structure, then register. Whether the business falls in the restricted schedules, whether to take the promotion route, how control is to be arranged — decide these before registration rather than adjusting afterwards.
• Assemble the contribution evidence chain in advance: source of funds, remittance path, and how they correspond to the shareholder.
• Settle the signatory arrangement once: who may bind the company, sole or joint signature. This is a governance question as much as a verification one.
• Do not use a nominee to "get the company open". Under the current direction of verification, that buries the risk at the foundation.