Thailand Tightens Rules on Shareholder Documents to Combat Nominee Schemes
Thailand's business regulator is strengthening controls on shareholder documents starting August 2026 to prevent foreign nationals from illegally owning property through nominee schemes using Thai shell companies.
The Department of Business Development is tightening oversight of shareholder registry copies to block nominee schemes, which undermine business transparency and state law enforcement. Department director Poonpong Nainapakon said the department prioritizes preventing and combating the use of Thai nationals as nominee representatives by integrating corporate data systems with relevant agencies for inspection and law enforcement, helping to detect nominees efficiently and protect economic stability.
One major problem the department is investigating with the Land Department is foreign nationals illegally holding real estate and land through shell companies. Under land law, foreigners cannot directly own such property but instead use nominee structures, repeatedly changing directors and shareholders to evade the law rather than conducting legal transactions. Initial inspections have found companies where foreigners hold no more than 49% of shares—listed as Thai—a structure that may constitute nominee use or allow Thai nationals to hold shares on behalf of foreigners to acquire property.
To ensure proper understanding, starting August 1, 2026, the department will add a disclaimer to all shareholder copies stating: "The registrar accepted this shareholder list as submitted by company directors. Providing a copy is not a certification of the authenticity of the shareholding status shown. Determining who is a shareholder requires checking the shareholder register held by the company, which is presumed under law to be accurate evidence—not a copy held by the registrar." This ensures all agencies and the public understand the legal requirements and apply correct procedures.
Poonpong said the department's approach aligns with a Supreme Administrative Court judgment establishing that registrars only receive and store documents as legally required and do not certify shareholding status or rights. Shareholder verification must come from the register the company itself maintains. Under law, the department receives shareholder lists from company directors for filing and public inspection under the Civil and Commercial Code Section 1020.
