Nominee shareholders: why firms still offer them, and what the risk actually is
A nominee is a Thai shareholder who holds shares for a foreigner’s benefit with money that was never really theirs, and it is a criminal offence for both sides: up to three years imprisonment, a fine of 100,000 to 1,000,000 baht or both, plus 10,000 to 50,000 baht per day while the breach continues. Firms still offer it because a Thai majority company escapes the Foreign Business Act, and because for twenty years enforcement was rare. Since 2024 it is not rare.
Last reviewed 28 September 2026
The line between a Thai partner and a nominee
A company that is 51% owned by Thai investors who paid for their own shares, vote them, and take their share of the profit is simply a Thai company. Nothing about that is a loophole. The offence in section 36 of the Foreign Business Act is a Thai national holding shares as a foreigner’s nominee, so that a business that is really foreign operates as if it were Thai. The foreigner who operates behind the arrangement commits the parallel offence under section 37.
What separates the two is evidence about money and control. The patterns that decide cases are the ones the courts have already ruled on: the Supreme Court upheld convictions where the Thai shareholders’ purchase money came from the foreign side (decision 17923/2557), and where loan agreements over the shares were shams papering over foreign funding (decision 5457/2560). Undated signed share transfers, blanket proxies and salaries paid to "shareholders" who never invested tell the same story.
What changed in 2024 to 2026
- The DBD and the Department of Special Investigation began coordinated sweeps of sectors where nominee structures cluster: tourism, real estate and construction among them, with cases referred on to the DSI and the Anti-Money Laundering Office.
- By mid 2026 the DBD reported reviewing around 2,040 companies across eight high risk provinces, and was checking accounting offices and bookkeepers who appear as shareholders in client companies.
- Registration itself now carries a financial check. Since 1 August 2026, whenever any foreigner holds shares or signs for the company, every Thai shareholder files three months of bank statements showing their own money paying for their own shares, with a signed explanation letter that warns of section 36 on its face. The manual sets out exactly what is filed.
If you were sold one
Plenty of foreign owners are running structures a firm sold them years ago as standard practice. The honest options are the ones that exist openly: restructure to a genuine Thai investor, qualify for a foreign business licence, BOI promotion or the US Treaty of Amity, or accept a real minority with properly negotiated shareholder protections. Which is available, and what each costs, is a question for a lawyer who has seen your papers, not a forum.
If you are choosing a setup firm now, the quote that offers to "arrange" your Thai shareholders is telling you something about the rest of its advice. Three quotes side by side make that comparison quickly.
Related questions
- The 51/49 rule: what does it actually restrict, and what does it not?
- How much registered capital does a Thai company actually need?
- How long does registering a Thai company really take, start to finish?
Sources
- Foreign Business Act B.E. 2542, sections 36 and 37 (BOI, English translation)
- Formichella & Sritawat: Thailand’s continued nominee shareholder crackdown, 2026
- Nation Thailand: DBD steps up nominee crackdown with finance checks (22 June 2026)
- Order of the Central Partnership and Company Registration Office 2/2569, Royal Gazette 27 July 2026 (Thai, PDF)
This is general information about how a filing works, not accounting or tax advice for your company. Confirm anything that matters against the official notice or with your accountant. Spotted something out of date? Tell us and we will fix it.