DBD Order 1/2569: Complete Compliance Guide

What the April 2026 amendment rule required of foreign-linked companies, and what replaced it #

Update, 10 October 2026: Central Registrar Order 2/2569 (signed 14 July 2026) repealed Orders 2/2568 and 1/2569 from 1 August 2026 and consolidated them into a single instrument that is stricter in places. At incorporation, it keeps the requirement that Thai shareholders provide bank statements covering the three months before their share-subscription payment, and adds a written letter explaining the investment and the receiving director's bank statement. It does not extend source-of-funds proof to every later shareholder or director change. Adding a foreign authorised director to an all-Thai board needs a written investment letter without bank evidence, and a company incorporated on or after 1 August 2026 that changes directors within one year must also file a bank statement showing the registered capital was received. This guide describes Order 1/2569 as it applied from 1 April to 31 July 2026. Nothing must be refiled retroactively.

What is DBD Order 1/2569? #

• What the Order Requires
• Who Is in Scope
• What Registrars Now Refuse
• The Two-Track FBA Context
• Compliance Posture for Genuine Joint Ventures
• The Better-than-Freehold™ Route
• FAQ Section
• Related Terms
• Expert Guidance

What the Order Requires #

Order 1/2569 applied from 1 April to 31 July 2026 and asked for one document: the signing director's written investment confirmation letter, filed with any amendment that brought in a foreign authorised director or a foreign minority partner. The trigger was the amendment itself, so new incorporations stayed under DBD Order 2/2568, which required source-of-funds documentation at registration.

The letter set out the signing director's confirmation of the investment and carried the penalty under Section 36 of the Foreign Business Act: up to 3 years' imprisonment and/or a fine of THB 100,000 to 1,000,000 for a Thai national who holds shares for the benefit of a foreigner, and for the foreigner who uses one. That printed penalty is the source of the "3 years" figure quoted in commentary on the Order. Some commentary also described a sworn "Form PorOr.1"; the final order contained no sworn statement, and our PorOr.1 explainer covers the term.

An in-person appearance at the Department of Business Development was proposed in a March draft and dropped from the final order, and the Order did not ask for six months of bank statements. It also did not apply to "high-risk registration filings" as a class: its trigger was the amendment itself.

Who Is in Scope #

The Order applied to companies and partnerships filing an amendment that brought in a foreign authorised director or a foreign minority partner structure. Incorporations were covered by DBD Order 2/2568, effective 1 January 2026, which required source-of-funds documentation, including three months of bank statements, at registration for companies and partnerships with foreign holding under 50% and for all-Thai companies with a foreign authorised director. High-risk registrations fell about 60% in Q1 2026, the first quarter under that order.

From 1 August 2026, both orders were replaced by Central Registrar Order 2/2569. At incorporation, it keeps the requirement that Thai shareholders provide bank statements covering the three months before their share-subscription payment, and adds a written letter explaining the investment and the receiving director's bank statement. It did not extend source-of-funds proof to every later shareholder or director change. Adding a foreign authorised director to an all-Thai board needs a written investment letter without bank evidence, and a company incorporated on or after 1 August 2026 that changes directors within one year must also file a bank statement showing the registered capital was received. The historic 49:51 structure is the pattern these checks were written to test, and genuine minority-foreign ventures fall within scope alongside disguised ones; the difference emerges in the evidence, not the percentage.

What Registrars Now Refuse #

Under Order 1/2569, a qualifying amendment could not complete without the signing director's written Investment Confirmation Letter. Registrars did not interview applicants or audit six months of bank statements under the Order, because those steps were never part of the final text.

In the first 23 days of April 2026, high-risk registrations fell about 75% year on year, to about 175 companies. None of this rests on new primary legislation; the Order operated under existing administrative powers. Since 1 August 2026, Central Registrar Order 2/2569 sets the documents a registrar asks for, so a filing today is judged against that order, not Order 1/2569. Our report on the bank-statement checks in 16 risk provinces covers the regional push from August 2026. As of June 2026 the Ministry of Commerce counted 119,297 at-risk firms, and in September 2026 the DBD shared data on more than 100,000 foreign-linked firms with 43 embassies, which the department stressed are not nominee findings.

The Two-Track FBA Context #

Thailand is reforming the Foreign Business Act on two tracks in parallel, and Order 1/2569 belonged to the enforcement track: administrative registration checks under existing powers. Statutory codification of an actual-control test remains a proposal that has not become law.

A Senate Foreign Affairs Committee report of 21 April 2026 recommended a statutory actual-control test, with a national register of ultimate beneficial owners, and the Senate resolved to forward it to the Cabinet; there is no bill. Equivalent proposals failed in 2007 and 2014, and direction, not deadline, is the correct reading. Separately, the Anti-Money Laundering Office can already freeze assets connected with related offences.

Compliance Posture for Genuine Joint Ventures #

For a legitimate joint venture with foreign participation, the compliant position is to document the genuine Thai investment before it is asked for: under Order 1/2569 that meant a signing director able to confirm the investment in writing, and under Order 2/2569 it means, at incorporation, three months of Thai shareholder bank statements, a written letter explaining the investment and the receiving director's bank statement.

That means capital subscribed from traceable resources, bank records that reconcile to the subscription rather than a circular transfer, and Thai partners who genuinely participate in the business. Where Thai involvement is genuine and evidenced, the registration orders are satisfied: they target disguised control, not foreign participation. The structures that fail were always nominee structures in substance, exposed to forced disposal of the land by the Land Department and court-ordered cessation of the shareholding under Foreign Business Act Section 36.

The Better-than-Freehold™ Route #

Better-than-Freehold™ is designed to comply with Thai law, and it does not trigger the Order's requirements: the company that holds legal title has no foreign shareholder and no foreign control, so no filing turns on a foreign director or a foreign minority partner, and no filing before the registrar depends on a false declaration.

Compliance rests on genuine separation. Thailand Investor Network, a 100% Thai-owned property holding and management company with its own Thai-funded paid-up share capital, and no foreign funding or control, holds legal title, so no Thai shareholder holds shares for the benefit of a foreigner and there is no foreign investment for a registrar to test. Security follows through four principal instruments, including a registered lease and mortgage, with a separate Option Agreement appended to the mortgage: a 30-year registered lease to SPH Trustees Ltd, an offshore trustee whose Labuan FSA licence is in progress; a registered first-priority mortgage; the year-30 Option Agreement; and a share pledge. Clear Blue Security Agents (CBSA) mediate and enforce. The benefits complete the value proposition: financing to 50% loan-to-value (expected H1 2027, not yet live), resale by trust-interest assignment, succession without Thai probate, per our structure page.

FAQ Section #

Related Terms #

• Foreign Business Act Thailand: the two-track reform and actual-control test
• Form PorOr.1: the term, and why the final order required no sworn statement
• DBD Order 2/2568: the source-of-funds order for incorporations that ran alongside it
• Nominee Company Risks: the structures these registration checks target

Expert Guidance #

Reading Order 1/2569 correctly means separating what the final order required from what the March draft and later commentary attributed to it, and separating the administrative checks that are live now from the statutory test that is not yet law: plan for the first, and treat the second as direction, not a deadline.

Immediate Action Required #

For any foreign-linked company, assemble evidence of genuine Thai investment and participation before the next filing requires it. The written investment letter and any bank evidence that Order 2/2569 asks for are best supported by contemporaneous proof, not reconstructed narratives.

Long-term Security Strategy #

Where a structure cannot survive bank scrutiny or a written confirmation of the investment, resolve it before the registrar refuses the filing. The Ministry of Commerce now frames registration as an enforcement checkpoint, and our team helps prove up compliance at each step.

For comprehensive assessment and implementation of compliant structures, contact our expert team today.

Conclusion #

DBD Order 1/2569 required a written Investment Confirmation Letter from the signing director when an amendment brought in a foreign authorised director or a foreign minority partner structure; it required no sworn statement, bank audit or interview. In the first 23 days of April 2026, high-risk registrations fell about 75% year on year, and Central Registrar Order 2/2569 replaced the Order from 1 August 2026 with a consolidated instrument that is stricter in places. Genuine joint ventures pass on evidence; disguised control does not, and Better-than-Freehold™ does not trigger the question. For an assessment, contact our expert team.

This article is provided for general information only and does not constitute legal, tax, or investment advice. Laws and enforcement practices change; obtain advice tailored to your situation before acting.