Why nominee shareholding is a criminal offence in Thailand, what the registrar now asks for, and the compliant ownership routes Viettonkin structures instead.
Part of Viettonkin's Global Company Registration services
Foreign direct investment applications to Thailand's Board of Investment covered 2,421 projects worth about THB 1.36 trillion in 2025, up 66 percent in value from 2024. Investment on that scale arrives in a country whose Foreign Business Act still restricts foreign participation in a long list of activities. The gap between the demand to operate and the restriction on owning is where nominee arrangements are offered, and it is also where Thai enforcement has tightened most sharply.
This is not a nominee arrangement service. Unlike Vietnam, Thailand does not treat a nominee structure as a private matter between the parties. Using a Thai national to hold shares in order to help a foreign investor avoid the Foreign Business Act is a criminal offence under Section 36 of that Act, and the offence catches the Thai shareholder and the foreign investor alike. Viettonkin does not source, introduce or facilitate nominee shareholders in Thailand under any circumstances.
What this engagement does instead is establish whether the activity is restricted at all, and if it is, which lawful route to ownership is available: investment promotion, a foreign business licence, a treaty entitlement where the investor qualifies, or a genuine joint venture with a partner who contributes real capital and real control. For investors who already hold a structure assembled before the current evidentiary rules, the same engagement reviews it against what the registrar asks for today.
The starting point is not the nominee arrangement but the activity. The Act restricts foreign participation in specified categories unless the investor holds an exemption, a licence or investment promotion, and Section 36 addresses attempts to appear Thai rather than qualify.
The Foreign Business Act B.E. 2542 (1999) sets out the business categories in which foreign participation is restricted. An investor whose activity falls inside those categories has lawful routes available: promotion by the Board of Investment, a foreign business licence issued after review by the Ministry of Commerce, an entitlement under a treaty where one applies, or a genuinely Thai-majority company in which the Thai shareholders really own their shares.
Section 36 deals with the alternative. It is an offence for a Thai national or juristic person to hold shares as a nominee, or to act as a nominal owner, in order to help a foreigner carry on a restricted business, and it is equally an offence for the foreign investor to allow that arrangement. The penalty is a fine of THB 100,000 to THB 1,000,000, imprisonment of up to three years, or both, and it applies to both sides of the arrangement.
The practical significance is that there is no version of this structure that puts the risk on one party. An investor who accepts a nominee arrangement is also exposing the Thai individual who agreed to hold the shares, and that individual is usually the person least able to carry the consequence.
The prohibition is not new. What changed is the evidence required at the registration counter, which moved the question from what the shareholder register says to where the money came from. The position below was checked on 15 September 2026 and should be confirmed again before any filing.
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| Requirement | What it involves | When it applies |
|---|---|---|
| Investment explanation letter | A letter in the prescribed form explaining the investment and tracing the flow of funds from each Thai shareholder into the company. | Filed with the registration or amendment application that brings foreign participation into the structure. |
| Bank statements for each Thai shareholder | Statements covering the three months before subscription, showing withdrawals or transfers that correspond to the share capital that shareholder paid. | Required where the evidentiary rules apply, so that the shareholder's own capacity to fund the shares can be examined. |
| Statements for the receiving account | Statements for the account that received the subscription monies, showing receipt from each shareholder. | Filed alongside the shareholder statements, so both sides of the payment can be matched. |
| Scope of the rules | The requirements are directed at structures where a foreign national holds a minority of the registered capital, or holds no shares but acts as an authorised director, including amendment filings that introduce a foreign minority shareholder or signatory. | In force from 1 August 2026 under the Central Partnership and Company Registrar order for that year. |
| Majority foreign owned structures | A company in which foreign nationals hold half or more of the registered capital, for example through investment promotion, a licence or a treaty entitlement, sits outside the stated scope of the order. | Scope is set by the foreign shareholding level, so confirm it against the order before filing. |
Enforcement has moved from the formal register towards the substance of financing, control and economic benefit. The patterns below are the ones that attract attention, and they are worth checking against an existing structure.
This is the pattern the current evidentiary rules are designed to detect. Where the shareholder cannot show that the money used to pay for the shares was their own, the registration file itself records the problem.
Where a minority foreign holder controls decisions, or takes economic benefit well beyond its registered percentage, the arrangement suggests that the registered ownership does not describe the real one.
Funding the Thai shareholder's subscription, directly or through an intermediary, leaves the economic interest with the foreign investor. It is also exactly the pattern the bank statement requirement surfaces.
Dividend or fee flows that do not match genuine Thai ownership are visible to the bank and to the tax authority, not only to the registrar.
Tourism, real estate, agricultural trading and logistics have drawn heightened scrutiny. A structure that would pass unnoticed elsewhere can be examined closely in these activities.
Which of these applies depends on the activity, the investment and the investor's nationality. Review periods are set by the authority in each case and are not something we or anyone else can commit to in advance.
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| Route | Who it fits | What it requires |
|---|---|---|
| Investment promotion | Activities inside a promoted category, which covers much manufacturing, technology and export oriented work. | An application demonstrating that the project fits the promoted activity and meets its conditions. Promotion can carry ownership and tax benefits attached to the promoted project. |
| Foreign business licence | Activities restricted under the Act that do not fit a promoted category. | A case by case application to the Ministry of Commerce, supported by an account of the benefit the business brings to Thailand. |
| Treaty entitlement | Investors whose nationality gives them a treaty right, where the activity is not excluded from it. | Certification of ownership and eligibility through the relevant embassy or authority, and a structure that keeps the qualifying ownership genuine. |
| Genuine joint venture | Any sector, where a Thai partner contributes real capital, real control and usually real operational value. | A partner who can evidence their own funding, a shareholders agreement that reflects the actual bargain, and disclosure consistent with both. |
| Reclassification of the activity | Investors whose activity has been described in a way that makes it look restricted when it is not. | A careful review of what the business actually does against the restricted categories, before any structure is built around a restriction that may not apply. |
The four situations below account for most of the exposure we are asked to review in Thailand.
The arrangement is offered casually and often cheaply, which disguises the fact that it is a criminal exposure for the investor and for the Thai individual involved. No documentation makes it lawful.
A structure assembled years ago meets the current evidentiary requirements at its next registration or amendment filing, not at the date it was set up. That is the moment the funding trail is examined.
Whether it is described as a loan, an advance or a service fee, money that flows from the investor to the shareholder and then into the company produces the pattern the bank statement requirement is looking for.
Both are substantive reviews against eligibility criteria. Filing without confirming the category first is the most common reason an application stalls, and the delay is then attributed to the authority rather than to the filing.
The engagement produces a structure the investor can own openly, or a clear statement that the activity does not support one.
The business activity assessed against the restricted categories, the promoted activity list and any treaty entitlement, using the classification the authority will apply.
Investment promotion and foreign business licence applications, genuine joint venture structuring with partner due diligence, and registration of the structure that results.
The investment explanation and funding evidence the registrar expects, prepared with the shareholders rather than assembled at the counter.
An existing Thai structure reviewed against the current evidentiary rules, with the options for regularising it set out in writing.
Local legal counsel engaged where the position requires an opinion or where an existing arrangement needs unwinding.
Sourcing, introducing or facilitating a nominee shareholder in Thailand. This is a standing position and it does not change with the size of the engagement.
The examples below are engagements Viettonkin carried out in Vietnam, not in Thailand, where ownership structuring formed part of a wider company setup. Thai engagements under this service line produce a compliant ownership structure rather than a nominee arrangement. Since 2009, Viettonkin has supported 2,000+ businesses, including Fortune 500 and VNR500 companies.
A Hong Kong company set up a logistics branch in Vietnam and faced the challenge of a joint venture with a business partner in Vietnam. Viettonkin provided a nominee shareholder service and carried out the registration procedures for the investment registration certificate and the business registration certificate, together with bank account opening.
Read the case study
A Malaysian marketing company established its business in Vietnam using a nominee structure. Viettonkin handled the procedures for its business registration certificate and bank account registration, taking into account the requirements of its registered industry.
Read the case studyPractical answers on ownership structures, disclosure and compliant alternatives.
No. Holding shares as a nominee to help a foreigner carry on a restricted business is an offence under Section 36 of the Foreign Business Act, and so is allowing the arrangement as the foreign investor. Documentation does not change the analysis, and the Thai individual who signs is exposed alongside you.
A fine of THB 100,000 to THB 1,000,000, imprisonment of up to three years, or both. The exposure applies to the Thai nominee and to the foreign investor.
Where a foreign national holds a minority of the registered capital, or holds no shares but signs as an authorised director, the filing includes an investment explanation letter tracing the flow of funds and bank statements covering the three months before subscription for each Thai shareholder and for the receiving account. These requirements took effect on 1 August 2026.
Nothing changed on the day the rules took effect, but the evidence is examined at your next registration or amendment filing. If the structure includes Thai shareholders whose funding cannot be evidenced, it is better to review it now, while the options are still yours to choose.
Depending on the activity: a promoted project, a company holding a foreign business licence, a treaty qualifying structure, or a genuine joint venture with a partner who funds and controls their own shareholding. In some cases the activity turns out not to be restricted at all once it is classified correctly, which is why screening comes first.
Legal positions checked on 15 September 2026; market statistics checked on 11 September 2026. Treatment depends on the business line, the investor and the date of filing.
Tell us the market, the business line and the ownership split you have in mind. We will confirm what the law allows, what it requires you to disclose, and which structure is actually available to you.
