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A typical situation assembled from practice; details are changed.
The request
An Australian chef and his Thai partner decided to open a small restaurant in Phuket Old Town. She would hold 51% of the company, he would hold 49% and sign as director. Friends said registrations were "stuck" this year, so he asked us what the DBD actually checks.
What we found
DBD Order 2/2569 has applied since 1 August 2026 to registrations of companies where a foreign shareholder holds less than 50%, or where a Thai company appoints a foreign authorised director. The registrar wants an investment explanation letter, three months of each Thai shareholder's bank statements with a withdrawal matching the payment for the shares, and a statement of the account that received the money (LawPlus; Dejudom, August 2026). The DBD's director-general said that registrations of companies with 0.01% to 49.99% foreign shareholding fell 81.77%, from 894 to 163; the article does not say which periods it compares. About 63 suspect registrations are under investigation (Thaiger, 14 September 2026). The rules are stated as of 6 October 2026.
Restaurants stay on List 3 of the Foreign Business Act, and the changes of 28 August 2026 did not touch them (Thaiger, 14 September 2026). A Foreign Business Licence would need at least THB 3 million of capital and 4 to 8 months (ThaiLawOnline; aimbangkok, 2026), so Thai control has to be genuine. A foreigner paying for a Thai shareholder's shares looks like a nominee arrangement, which breaches s. 36 of the Act: up to three years in prison and/or a fine of THB 100,000 to 1,000,000, and directors can be personally liable under s. 41 (ThaiLawOnline, 15 September 2026).
The partner was a genuine investor: the money was hers, and she will work in the restaurant. The weak point was the paperwork. She planned to pay from an account opened the week before, while her savings sat in an old account at another bank. A new account has no three-month history and shows nothing about where the money came from.
| What we checked | What we found | The decision |
|---|---|---|
| Structure | 51% for the partner, 49% for the client, who signs for the company | Order 2/2569 applies |
| Partner's account | Payment planned from a new account, savings in the old one | Pay from the old account, with three months of statements |
| Company account | No account yet to receive the payments for the shares | Its statement goes into the package |
Table sources: LawPlus and Dejudom (August 2026), ThaiLawOnline and aimbangkok (2026), Thaiger (14 September 2026).
What we did
- We wrote down who pays for what: the partner for 51% of the capital from her own money, the client for his 49% separately, from abroad.
- We took her statements for the old account, checked that the balance covered her stake, and moved the payment there.
- We prepared the statement of the account receiving the payments and the investment explanation letter. The figures in the letter matched the statements.
- We recorded the roles in the shareholders' agreement: she runs the dining room and purchasing, he handles the menu and the books. It is not on the order's list, but it shows she works in the business. His work permit is a separate procedure.
- We filed with the DBD and answered the registrar's questions.
For English-speaking founders: a foreigner with no shares is still covered if a Thai-owned company appoints him as authorised director. The order reportedly skips 100% foreign, BOI-promoted, Treaty of Amity and FBL companies, though Dejudom says it names no exemptions (aimbangkok; Dejudom, August 2026). Only US nationals can use the Treaty of Amity (ThaiLawOnline).
The result
The DBD accepted the package and the company was registered in about three weeks. The partner's statements show a withdrawal equal to her payment, and the company's account shows the same sum arriving. The payment moved before filing rather than after the registrar's first question, so no extra requests came in. Another case may differ, and nothing is guaranteed.
The takeaway
The DBD checks what a shareholder says against the shareholder's bank statements, so the payment is made from the account that shows the money, before the documents are filed.
Our approach to registration is on the page Company registration in Thailand. What the authorities look for in nominee structures: the 2026 DBD crackdown on nominee companies. A similar case with a work permit: a company and a work permit in 6 weeks.
