Thailand: Stricter Company Registration and New Online Registration System
In December 2025, Thailand’s Department of Business Development (“DBD”) under the Ministry of Commerce issued a series of new regulations governing the incorporation of private limited companies (the “DBD New Regulations”). These regulations came into effect on 1 January 2026.
At the same time, the DBD is implementing the DBD Biz Regist system, an online registration platform that will become the primary registration channel, replacing the traditional paper-based process.
These developments have important implications for foreign investors, particularly in terms of compliance requirements, documentation, and transaction timelines.
1.Overview of the DBD New Regulations
The DBD New Regulations are primarily aimed at preventing nominee shareholding structures and fraudulent companies. As a result, companies with certain risk indicators are now subject to enhanced scrutiny and additional documentation requirements at the incorporation stage.
Key Triggering Circumstances
| Items | Details |
| Shareholding and Management Structure | |
| Targeted cases | 1) Foreign shareholders hold less than 50% of the shares; or 2) All shares are held by Thai nationals, but a foreign director is authorized (solely or jointly) to sign on behalf of the company. |
| New requirements | Bank statements of each Thai shareholder, issued and certified by a bank, showing: • At least three (3) months of transaction history from the account used to pay the share capital; and • Clear evidence of fund withdrawal or transfer matching the amount and date of the share capital payment. |
| Applicable stage | Incorporation application |
| Practical impact | • In joint ventures with Thai partners, the requirement to submit Thai shareholders’ bank statements may raise privacy and confidentiality concerns. • Additional time may be required to collect and verify documentation, potentially delaying incorporation. |
| Certain Thai Individual Shareholders | |
| Targeted cases | Thai shareholders who are: 1) Holders of a State Welfare Card (low-income individuals under Thai law); or 2) Persons connected to predicate offences or bank accounts flagged by the Anti-Money Laundering Office (AMLO). |
| Impact | Submission of additional documents and completion of extra procedures, which may significantly extend the incorporation timeline. |
| Applicable stage | Incorporation application |
| Registered Office Address | |
| Targeted cases | The registered address has already been used by five (5) or more companies. |
| New requirements | Additional supporting documents, including: • A letter of consent from the owner or authorized user of the premises; and • Documentary evidence of the right to use the premises (e.g., land title deed, lease agreement). |
| Applicable stage | Incorporation, address change, and increase of branch office applications |
| Practical impact | • At the incorporation stage, landlords may be reluctant to issue consent letters or provide title documents. • Future group structures (e.g., subsidiaries sharing the same office) will require advance planning and documentation, potentially reducing flexibility compared to past practice. |
Under the new regulations, the incorporation of joint ventures with Thai partners has become more complex and sensitive, particularly due to the requirement to submit Thai shareholders’ bank statements, which may raise privacy and confidentiality concerns. In addition, where all directors are foreign nationals and have not yet opened Thai bank accounts, compliance with the new requirements will need to be carefully structured and planned in advance.
As these regulations have only recently been implemented, the DBD is also in the process of adjusting to the new framework, which may result in inconsistent practices or delays in the incorporation process in the short term. In higher-risk cases, informal clarification from the DBD or pre-filing consultations may therefore be advisable to reduce uncertainty.
2.DBD Biz Regist system
Although the DBD Biz Regist system was introduced in the previous year, it remains under development and does not yet support all application types (for example, certain notarized filings). The DBD plans to fully implement the system in 2026, significantly reducing paper-based submissions.
Key Differences from the Paper-Based System
- Online filings involve a two-step verification process (pre-approval and consent submission).
- Same-day registrations, which were possible under the paper-based system, may be difficult to achieve online.
Implications for foreign investors
- For M&A transactions with a fixed closing date, registration timelines must be carefully planned.
- Share purchase agreements, joint venture agreements, and other transaction documents, both domestic and cross-border, may need to be tailored to accommodate longer or uncertain registration timelines.
Conclusions
he DBD New Regulations and the transition to the DBD Biz Regist system have a material impact on Thailand’s company incorporation and registration processes. Foreign investors and Thai partners should expect company incorporation in Thailand to become more compliance-driven and documentation-intensive, particularly for structures involving foreign participation. Further clarifications, internal guidelines, or updated practice directions from the DBD may be issued as implementation progresses. Accordingly, any applications to the DBD must be planned more carefully with respect to procedures, documentation, and timelines.
