For company owners in Thailand

Will your Thai company pass the 2026 nominee checks?

We check shareholders, documents and accounts within 48 hours. If there are risks, we offer a legal plan: restructuring, BOI, a license or closing the company.

Express structure audit — 3,000 THB
Confidential: NDA on request
Remediation plan with prices and timelines

Order an audit

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20+ years in ThailandEnglish · Русский · ไทย

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Why now

1 January 2026

01
New DBD rules from 1 January 2026.

Payment for shares by Thai shareholders is checked against 3 months of bank statements.

Source: Forvis Mazars, 11 Feb 2026
02
Addresses with many companies.

An address where many companies are registered, such as a virtual office, draws inspectors' attention.

Source: DBD Order No. 4/2568
03
Raids have already happened.

In 2024, companies in Phuket that used Thai nominees to obtain work permits were inspected.

Source: Khaosod English

What the law requires from your company

Key rules for Thai companies with foreign participation, under the law and DBD orders. Checked on 17 October 2026.

Requirements change. We check them against official sources before every application.

At 50% foreign ownership, the company is foreign

If foreigners hold half or more of the capital, directly or through companies that are themselves foreign, the company is legally foreign. For List Three businesses — hotels (except hotel management), guided tours, food and beverage sales, and other services with some exceptions — it then needs a Foreign Business License, BOI promotion or treaty rights.

Source: Foreign Business Act B.E. 2542, Sections 4, 8, 10–12
Nominee shareholding is a criminal offence

Up to 3 years in prison, a fine of 100,000 to 1,000,000 THB, or both. The Thai nominee is liable, and so is the foreigner who allows it. If the company itself commits the offence, its directors face the same penalty if they connived at it or failed to take reasonable steps to prevent it.

Source: Foreign Business Act, Sections 36 and 41
A foreign company needs at least 2 million THB

As a general rule, a foreigner's minimum capital is 2 million THB, or 3 million THB for businesses on the restricted lists. This matters if shares move to the foreign owners.

Source: Foreign Business Act, Section 14
Thai shareholders' money is checked against bank statements

DBD Order No. 2/2569 applies from 1 August 2026. When registering a company in which foreigners hold less than 50% of the capital, or a wholly Thai-owned company with a foreign authorized director, you file an investment explanation and each Thai shareholder's bank statement for the 3 months before the share payment.

Source: DBD Order No. 2/2569; LawPlus, 25 Aug 2026
A foreign director means an investment confirmation

When a foreign authorized director is appointed to a company that had only Thai signatories, the directors sign a confirmation that every shareholder really invested and there are no nominees. Giving the registrar false information is a crime under the Criminal Code (Sections 137 and 267).

Source: DBD form attached to Order No. 2/2569
The office must be a real address

If 5 or more companies are already registered at the address when you register a company, the registrar asks for extra documents (DBD Order No. 4/2568). For virtual offices this means proof of the right to use the space, a floor plan and consent for each company.

Source: DBD Order No. 4/2568; Forvis Mazars, 11 Feb 2026
Annual filings with the DBD

A licensed auditor (CPA) audits the financial statements. Shareholders approve them within 4 months of the year end, and they are filed via DBD e-Filing within a month of approval. The shareholder list (BOJ.5) is due within 14 days of the meeting.

Source: DBD filing manual
Taxes: PND.50 and VAT

The annual corporate income tax return (PND.50) is due within 150 days of the end of the accounting period. With turnover above 1.8 million THB a year, the company registers for VAT and files a monthly PP.30 return by the 15th of the following month.

Source: Thai Revenue Department (CIT and VAT)

What we can do

01
Express audit

A report with a green, yellow or red risk level.

Timeline
48 hours

Choose
02
Structure legalization

Share transfers, bringing in real partners, moving to BOI or FBL.
Choose
03
Accounting recovery

If reports were filed with errors.
Choose
04
Company closing

When the company is no longer needed.
Learn more

Documents for the audit

DBD registration

Company affidavit (certificate of registration)
Memorandum of Association (BOJ.2) and Articles, if any
Shareholder list (BOJ.5) — the latest one filed
Share register and meeting minutes
Details of directors and their signing powers
Foreign Business License, BOI certificate or treaty certificate — if any

Money and filings

Audited financial statements for recent years
PND.50 and PND.51 returns; PP.30 for VAT-registered companies
Company bank statements and proof of share payments
Office lease or the owner's consent to use the premises

People and contracts

Work permits and visas of foreigners issued through the company
Social security registration and payroll records
Industry licenses: tourism, hotel, food and beverage — if needed
Shareholder agreements, loans, share pledges and powers of attorney — if any

We can obtain the affidavit and certified copies of registration documents from the DBD ourselves. The DBD fee is 40 THB per item on the affidavit and 50 THB per page of a certified copy.

Send documents for a check

Audit prices

Approximate exchange rate

Express audit

Our fee

3,000 THB
- Check of shareholders, documents and accounts
- Risk report: green, yellow or red
Timeline: 48 hours
Choose this package
Most popular
Full audit + plan

Our fee

15,000 THB
- Everything in the express audit
- Documents checked against DBD records
- Check of the office, licenses and work permits
- Remediation plan with prices and timelines
Choose this package
Legalization

Our fee

from 50,000 THBFixed price confirmed after the audit
- Share transfers and director changes
- Bringing in real partners with proof of share payment
- Preparing the move to BOI or a Foreign Business License
Choose this package

Pay in stages

30% at the start, 70% after the result. Longer projects are paid by contract stages.

Guarantee

If an application is refused because of our mistake, we refund our fee in full. We guarantee the process, not the authority's decision.

20+ years in Thailand
3 years maximum prison term for nominee schemes
50%+ foreign-held: the company is foreign

We work with

Immigration Bureau
Department of Business Development (DBD)
Revenue Department
Ministry of Labour
Banks

Step 1

Request

Fill in the form or message us — we reply within 15 minutes.
Step 2

Case review and price

We tell you which audit you need and what it costs.
Step 3

Documents

From you: the registration documents and the list of shareholders. We request the rest from the DBD ourselves.
Step 4

Audit

We check the shareholders, documents and accounts.
Step 5

Result

A risk report and a remediation plan with prices and timelines.

Tell us about your situation

Leave your contact details — a specialist will message you within 15 minutes.

Or message us directly

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Phone

Company name or DBD number (optional)

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How we differ from a typical agent

Criterion	Sabai Legal	Typical agent
Price	Fixed, published on the site	"Message us and we'll quote"
Government fees	Shown as a separate line	Hidden in the total
Payment	In stages	100% upfront
Company structure	Legal, no nominees	Nominee shareholders
Response	15 minutes, 7 days a week	"On business days"
Case status	In a Telegram bot	Only by phone
Language with authorities	Thai, in person	Through an interpreter

Frequently asked questions

Is this confidential?

Yes. We sign an NDA on request and don't share your data with third parties.

What if the audit shows a nominee scheme?

We'll offer legal options: real partners, BOI, a Foreign Business License, restructuring or closing the company. The decision is yours.

My company was set up by another agent. Can you still check it?

Yes. We need the registration documents and the list of shareholders. We'll request the rest from the DBD ourselves.

How much does fixing it cost?

It depends on the situation. After the audit we give you a fixed price.

What exactly do you check?

The share structure, who paid the capital and how, directors and signing powers, the registered office, licenses and work permits, and filings with the DBD and the Revenue Department. We compare your company documents with public DBD data.

What is the penalty for a nominee structure?

Under Section 36 of the Foreign Business Act: up to 3 years in prison, a fine of 100,000 to 1,000,000 THB, or both. Both the Thai nominee and the foreigner are liable. The court also orders the nominee shareholding to end. Ignoring that order means a fine of 10,000 to 50,000 THB per day.

Can we just transfer the shares to the foreign owners?

Yes, but once foreigners hold 50% or more, the company becomes legally foreign. For hotels, guided tours, food and beverage sales and other services it then needs a Foreign Business License, BOI promotion or treaty rights, such as the US Treaty of Amity for American owners. A foreigner's minimum capital is generally 2 million THB, or 3 million THB for businesses on the restricted lists. We compare the options before any transfer.

What does the company have to file every year?

Financial statements audited by a CPA: shareholders approve them within 4 months of the year end, and they go to the DBD within a month. The shareholder list (BOJ.5) is due within 14 days of the meeting, and the PND.50 tax return within 150 days of the end of the accounting period.

We're appointing a foreign director. What changed in 2026?

DBD Order No. 2/2569 applies from 1 August 2026. If only Thai directors could sign before, the application must include a confirmation that every shareholder really invested and paid for their shares, with no nominees. If the company was registered on or after 1 August 2026 and the directors change within a year, you file an investment explanation and a bank statement showing the full capital was received from every shareholder. Giving the registrar false information is a crime under the Criminal Code. We check the structure before you file.

What information about my company is public?

The DBD DataWarehouse+ shows a company's core data: name and address, directors and their signing powers, financial statements, and shareholders' nationality and share ratio. Anyone can see it — a bank, a partner or an inspector.