Source: This article is based on Orders No. 2/2568, No. 3/2568, No. 4/2568, and No. 5/2568 issued by the Central Partnership and Company Registration Office under the Department of Business Development (DBD), together with two Announcements concerning authorized signature witness qualifications and digital identity verification (B.E. 2568).

Overview

In December 2025, the Central Partnership and Company Registration Office under Thailand's Department of Business Development ("DBD") issued four orders and two announcements (B.E. 2568), establishing new rules, procedures, and documentary requirements for the registration of incorporation and amendment of partnerships and limited companies.

These new regulations became effective on 1 January 2026 (B.E. 2569) and are designed to prevent and suppress unlawful nominee business practices and mule bank account activities.

The measures represent a significant shift in Thailand's corporate registration regime — from a traditional "formal review" model to a more rigorous "substantive verification" framework — centering on enhanced scrutiny of signatory identity, capital source verification, and registered office authenticity.

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I. Key Provisions of the Four Orders

1. Order No. 2/2568: Capital Source Verification for Entities with Foreign Participation

(Issued 1 December 2025)

Applicability:

This order applies to the following registration scenarios:

• (1) Partnerships or limited companies in which the total capital contribution / registered capital held by foreign partners / shareholders is less than 50%; or
• (2) Limited companies with no foreign shareholders, but with a foreign director authorized to sign documents binding on the company.

Core Requirement:

The applicant must submit a bank statement for each Thai partner or Thai shareholder. The bank statement must be issued by the bank and cover a period of three months preceding the date of capital contribution / share payment.

Verification Standard:

The bank statement must clearly show fund withdrawals or transfers corresponding to the capital contribution or share capital amount, together with the payment date.

Superseded Provisions:

This order supersedes and replaces the requirements regarding bank confirmation letters under Order No. 205/2555, issued by the Central Partnership and Company Registration Office on 22 November 2012. This effectively eliminates the previous practice of relying solely on bank-issued confirmation letters for capital verification.

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2. Order No. 3/2568: Enhanced Scrutiny for Persons Listed on AMLO Watchlists

(Issued 15 December 2025)

Applicability:

This order applies where a partner, shareholder, or director of a partnership or limited company has been identified on:

• The watchlist of the Anti-Money Laundering Office (AMLO); or
• Lists reported by the Anti Online Scam Operation Center (AOC) to the DBD (sometimes referred to as "HR-03" lists).

Persons on these lists are considered to have associations with predicate offences or to be holders of bank accounts used in the commission of predicate offences.

Core Requirements:

• Identity Verification: Listed persons must appear in person before the registration officer at the DBD prior to acceptance of the registration application, and must present valid original identification documents (national ID card or passport).

• Supporting Documents:

  • For incorporation registrations: The applicant must submit proof of registered address (a consent letter for use of the registered address and evidence of the right to use the office premises, with originals presented and copies submitted), as well as bank statements (for partnerships: bank statements of the relevant partners; for limited companies: bank statements of the shareholder accounts used for share payment).
  • For amendment registrations (addition of new partners): Bank statements of the new partners, or copies of the amended partnership agreement (where an existing partner transfers partnership interests / capital contribution to the new partner).
  • For amendment registrations (appointment of new directors): Only personal appearance and identity verification of the new director is required. No bank statements or registered address documents are required in this scenario.

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3. Order No. 4/2568: Registered Address Verification

(Issued 15 December 2025)

Applicability:

This order applies to incorporation registrations and registrations involving changes of registered address.

Core Requirement:

The registration officer must verify the details of the registered address in each registration application to ensure consistency with civil registration records.

"Five-Entity Threshold" Mechanism:

Where the registration officer identifies that the registered address stated in the application is the same as the registered address of five or more existing partnerships or limited companies, the officer shall require the applicant to submit the following supplementary documents:

• (1) A consent letter for the use of the registered address; and
• (2) Copies of documents evidencing the right to use the office premises at the registered address.

This measure targets the widespread practice of shell companies sharing virtual office addresses and aims to re-anchor corporate registrations to genuine physical office locations.

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4. Order No. 5/2568: Enhanced Verification for State Welfare Card Holders

(Issued 15 December 2025)

Applicability:

This order applies where a partner, shareholder, or director of a partnership or limited company is a State Welfare Card holder.

Core Requirements:

The requirements under Order No. 5/2568 are substantially similar to those under Order No. 3/2568. As this demographic is considered a high-risk source for nominee or mule arrangements, the new regulations require:

• Personal appearance before the DBD registration officer for identity verification; and
• Submission of supporting documents including: bank statements (evidencing sufficient financial capacity for capital contribution), a consent letter for the use of the registered address, evidence of the right to use the office premises, and copies of the amended partnership agreement.

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II. Two Announcements: Authorized Witness Qualifications and Digital Verification

1. Designation of Authorized Signature Witnesses

Pursuant to Section 6(1)(C) of the Ministerial Regulation on the Establishment of Partnership and Company Registration Offices, Appointment of Registration Officers, and Registration Rules and Procedures for Partnerships and Limited Companies (B.E. 2549 / 2006), the following persons are authorized to witness the signature of registration applicants:

• (1) Certified Public Accountants (CPA);
• (2) Members of the Federation of Accounting Professions or accountants registered with the Federation;
• (3) Principals, executive partners, or directors of quality-certified accounting firms; and
• (4) Licensed commercial security enforcement officers under the Commercial Security Act.

2. Digital Identity Registration and Verification

All authorized signature witnesses designated above must register and maintain their information through the DBD Biz Regist (Online Legal Entity Registration) system for real-time digital identity verification.

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III. Impact Analysis and Compliance Recommendations

Summary of Key Regulatory Changes

Practical Compliance Guidance

1. Permanent Increase in Compliance Costs

The era of streamlined registration requiring only signatures without personal appearance has concluded. Corporate incorporation and amendment registrations will now demand greater investment in time and human resources — including preparation of bank statements, in-person attendance of relevant parties, and verification of registered address compliance.

2. Substantive Business Operations as the Only Viable Path

Entities unable to demonstrate clear capital trails through bank statements and genuine office premises will face fundamental challenges to their continued existence in Thailand. Companies are advised to proactively review and optimize their ownership structures and capital injection pathways.

3. Re-evaluation of Service Agents and Intermediaries

Given that authorized witness qualifications are now strictly defined and subject to digital registration requirements, companies should carefully reassess the professional credentials and compliance capabilities of their appointed agents and accounting firms. Inadequate intermediary qualifications may lead to registration applications being rejected or the legal validity of registrations being challenged.

4. Pre-screening for AMLO Watchlist Associations

Prior to initiating incorporation or amendment registrations, it is advisable to conduct preliminary checks on individuals proposed as partners, shareholders, or directors against AMLO and AOC-related watchlists, in order to identify and address any potential complications in advance.

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Frequently Asked Questions (FAQ)

Q1: When did the new regulations take effect?

A: All four orders and two announcements became effective on 1 January 2026 (B.E. 2569) and currently apply to all new incorporation and amendment registration applications.

Q2: Which types of entities are affected by Order No. 2/2568?

A: The order primarily affects two categories: (1) partnerships or limited companies where foreign shareholding is below 50%; and (2) limited companies with no foreign shareholders but with a foreign authorized signatory director. These entities are now required to submit 3-month bank statements for each Thai partner or shareholder.

Q3: Are bank confirmation letters (Bank Confirmation Letters) still accepted?

A: No. Order No. 2/2568 has expressly superseded Order No. 205/2555 (B.E. 2555), which previously permitted bank confirmation letters. The current requirement is to submit bank statements issued by the bank, covering the three-month period preceding the capital contribution date.

Q4: Will having multiple companies registered at the same address affect my application?

A: Where the same registered address is shared by five or more entities, the registration officer will require the applicant to submit a landlord consent letter and evidence of the right to use the office premises. Provided the requisite supplementary documents are furnished, this threshold will not preclude the registration application from being processed.

Q5: Who is qualified to witness the signing of registration documents?

A: Only Certified Public Accountants (CPAs), registered members of the Federation of Accounting Professions, principals of quality-certified accounting firms, and licensed commercial security enforcement officers. All authorized witnesses must complete digital identity registration through the DBD Biz Regist system.

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If you need corporate registration assistance or compliance advisory in Thailand, please contact us at business@lexcelsiam.com