Commerce Ministry Tightens Rules Against Shell Company Loopholes
Thailand's Commerce Ministry tightened rules against nominee company loopholes by requiring foreign investors to submit investment justification letters and bank statements, effective August 1, targeting the 119,116 Thai-registered companie
The Department of Business Development under the Ministry of Commerce has escalated efforts to combat the use of Thai nominees to front for foreign investors. The department issued Order 2/2569 on July 31, 2025, requiring new standards and documentation for business registration and amendments when foreign investors are involved or have signing authority. Companies must now submit investment justification letters and three months of bank statements from both Thai investors paying in capital and the recipients of those funds, enabling officials to verify genuine investment capability.
Department Director Poonpong Naiyanakarun explained that nominee schemes undermine business confidence and fairness in Thailand's economy. Previous screening measures at initial registration helped reduce risk, but unscrupulous operators have evolved their tactics—setting up companies that appear to comply initially, then filing amendments later to introduce foreign investors or grant signing authority, thereby circumventing existing controls.
The new order broadens inspection scope across the entire business lifecycle, from founding registration through all subsequent amendments, preventing future structural changes. Currently, Thailand has 1,004,558 registered entities: 200,327 partnerships, 802,717 limited companies, and 1,514 public limited companies. Among these, 119,116 companies with foreign ownership stakes of 0.01–49.99 percent remain classified as Thai entities but fall into the nominee risk category. The measures take effect August 1, 2025.
