DBD Targets 110,000 Foreign-Invested Companies in Escalated Nominee and Shell Account Crackdown

Thailand's Department of Business Development announces a systematic investigation of every foreign-invested company operating below the 50% ownership threshold, concentrating enforcement across 12 key provinces, whilst confronting a new wave of criminals purchasing defunct companies for fraudulent purposes #

How Many Companies Is the DBD Investigating for Nominee Violations in 2026? #

• What Is the Scale of This Investigation
• Which Provinces Are Being Targeted
• How Are Authorities Targeting Nominee Facilitators
• What New Criminal Tactics Are Emerging
• What Does This Mean for Foreign Property Owners
• Better-than-Freehold™ Solution
• FAQ Section
• Related Terms
• Expert Guidance

What Is the Scale of This Investigation? #

The Department of Business Development (DBD) announced on 17 February 2026 that Thailand currently has 778,457 active companies, of which 121,096 involve some level of foreign investment. Director-General Poonpong Naiyanapakorn confirmed that over 97% of these foreign-invested companies, approximately 117,496 entities, hold foreign shareholdings ranging from 0.01% to 49.99%¹. This excludes other forms of disguised control, such as profit share arrangements or foreign directors with no formal shareholding; the true number of nominee companies is likely to be significantly higher than the initial cohort targeted.

This shareholding range is significant. Companies structured with foreign ownership just below the 50% threshold have historically been the primary identifier for nominee structures, where Thai nationals hold shares on behalf of foreign investors to circumvent land ownership constraints and Foreign Business Act requirements. The DBD is now treating any foreign shareholdings to require systematic scrutiny rather than relying on complaint-driven investigations.

Initial investigations have already flagged 21,459 companies for detailed examination, building on enforcement data accumulated throughout 2025¹.

Which Provinces Are Being Targeted? #

Enforcement is concentrating across 12 key provinces that serve as Thailand's primary economic and tourism centres. Bangkok and Chonburi host the highest concentrations of foreign-invested companies, followed by popular property investment destinations including Phuket and Chiang Mai.

The geographic focus reflects enforcement patterns established during 2025, when investigations on Koh Samui and Koh Phangan identified over 7,000 businesses at risk of nominee operation². Provincial task forces are now extending that investigative model nationwide, with each province establishing dedicated enforcement teams coordinating with central DBD authorities.

How Are Authorities Targeting Nominee Facilitators? #

The DBD is intensifying scrutiny of the professional service providers who enable nominee abuses, specifically accounting firms and law offices involved in company formations and share registration¹. This represents a significant expansion beyond investigating the nominee companies themselves, targeting the facilitators and infrastructure directly that create and maintain prohibited ownership structures.

What documentation requirements are investigators examining? #

Investigators are examining businesses that use Thai nationals to hold shares in land or real estate companies on behalf of foreign investors and are auditing financial statements and company accounts for evidence of nominee activity. Where violations are confirmed, the Foreign Business Act (1999) provides penalties including imprisonment of up to three years, fines ranging from THB 100,000 to 1,000,000, or both. Companies failing to comply with court orders face additional daily fines of THB 10,000 to 50,000 until compliance is achieved.

In 2025 alone, the DBD referred 357 companies to the Anti-Money Laundering Office (AMLO), 3,634 companies to the Revenue Department for further investigation, and 11 companies to the Economic Crime Suppression Division for criminal prosecution¹³.

What New Criminal Tactics Are Emerging? #

Whilst stricter registration controls have produced measurable results in preventing new nominee company formations, a new vulnerability has emerged. Criminals are now purchasing defunct company registrations from former business owners and repurposing them as vehicles for fraudulent shell account operations¹.

How effective have the new registration controls been? #

The scale of the problem illustrates both the success and limitations of preventive measures. Between 1 January and 15 February 2026, only one shell company was registered under the new controls, compared to 549 companies throughout 2025¹. However, the criminal response has been to bypass registration entirely by acquiring existing, dormant company names through secondary transactions.

Director-General Poonpong issued a public warning to business owners selling company names online, urging caution against inadvertently enabling fraud or exposing themselves to legal liability. The DBD is monitoring these secondary market transactions closely to prevent the circumvention of tightened registration requirements.

What Does This Mean for Foreign Property Owners? #

For foreign investors currently holding property through Thai company structures, this investigation creates immediate compliance exposure. The DBD's systematic approach means that every company with foreign shareholdings below 50% is now subject to potential examination, regardless of whether a specific complaint has been filed. Furthermore, recent changes to the law enacted by the DBD as of 1st January 2026 (DBD Order 2/2568) require Thai shareholders in companies with foreign involvement to provide three months of bank statements proving their investment capital is genuine. In effect, existing or legacy nominee companies are now stuck unless they opt for a solution such as those provided by Better-than-Freehold™.

How would the proposed 2025 AMLA amendments compound enforcement risks? #

Foreign property owners who relied on nominee structures historically face a compounding enforcement environment. The DBD investigation runs alongside criminal enforcement under the Foreign Business Act, with legal action against 873 nominee offenders between September 2024 and July 2025, while the proposed AMLA amendments, not yet law, would bring nominee conduct within money-laundering offences carrying one to ten years' imprisonment or fines of THB 20,000 to 200,000, or both³. These enforcement streams are coordinated through multi-agency data sharing between the DBD, AMLO, Revenue Department, Land Office, and Royal Thai Police.

Anyone currently in a nominee structure cannot simply restructure or transfer shares without triggering the very scrutiny these investigations are designed to identify. Share transfers, capital changes, and directorship modifications all generate registration events that the DBD's Integrated Business Analysis System (IBAS) is monitoring in real time¹.

Better-than-Freehold™ Solution #

Better-than-Freehold™ is designed to avoid nominee exposure by structuring foreign property investment through a multi-entity commercial partner framework structured in accordance with the applicable Thai legal and regulatory frameworks. The structure covers AMLA adherence whilst providing registered security interests. Financing to 50% loan-to-value is a future workstream, expected from H1 2027 and not yet live.

How does the Better-than-Freehold™ structure avoid nominee classification? #

The Thailand Investor Network (TIN) operates as a genuinely independent Thai entity without foreign funding or control, holding legal title to the property. SPH Trustees functions as an offshore trustee whose Labuan FSA licence is in progress, holding lease rights and options on behalf of foreign investors. Clear Blue Security Agents (CBSA) provides independent mediation and enforcement, with THAC arbitration as the backstop and mortgage enforcement through the Thai courts as a last resort. Siam Venture Capital (SVC) is developing lending secured by trust assets, expected from H1 2027 and not yet live.

This structure requires no Thai nominee shareholders and is designed to avoid nominee arrangements, the target of the DBD investigations now expanding across 12 provinces. For foreign investors seeking to convert from non-compliant structures, Better-than-Freehold™ provides a documented divestment pathway.

FAQ Section #

Related Terms #

• Nominee Company Risks - Criminal prosecution and escalating penalties for illegal nominee ownership structures under Thai law
• Proposed 2025 AMLA Amendments - Enhanced enforcement provisions and compliance requirements affecting foreign property ownership
• Foreign Business Act Constraints - Statutory limitations on foreign business operation and ownership in Thailand
• DBD Registration Requirements - New company registration controls and compliance verification procedures under Order No. 2/2568

Expert Guidance #

Foreign investors holding property through Thai company structures face an unprecedented enforcement environment. The DBD's announced in-depth investigation of over 110,000 companies, coordinated between the AMLO, the Revenue Department, and the Royal Thai Police, represents the most comprehensive nominee enforcement programme Thailand has ever undertaken to date.

Immediate Action Required #

The combination of systematic DBD investigation, AMLA criminal liability, and multi-agency coordination creates an enforcement environment where non-compliant structures face detection from multiple directions simultaneously. With 873 nominee offenders facing legal action by July 2025 and enforcement expanding province by province, the window for voluntary restructuring is narrowing.

Long-term Security Strategy #

Better-than-Freehold™ is a framework structured in accordance with the applicable Thai legal and regulatory frameworks, covering AMLA adherence and registered security interests, without requiring any corporate structures that trigger DBD registration scrutiny or ongoing investigation exposure.

For structured, compliant alternatives to nominee company ownership, contact the Better-than-Freehold™ team for a confidential assessment of your current ownership structure and available conversion pathways.

Conclusion #

The DBD's announcement targeting 110,000 foreign-invested companies marks the most comprehensive nominee enforcement programme Thailand has ever undertaken. The announced investigation of every company with foreign shareholdings below 50%, combined with intensified scrutiny of professional facilitators and new measures against shell account fraud, creates an enforcement environment that nominee structures cannot survive.

This investigation operates within a broader enforcement ecosystem, connecting DBD registration controls, the criminal liability the proposed AMLA amendments would add, multi-agency data sharing through the Integrated Business Analysis System, and coordinated provincial enforcement teams across 12 key provinces.

Better-than-Freehold™ is structured in accordance with the applicable Thai legal and regulatory frameworks whilst providing registered security interests, and is designed to avoid dependency on corporate structures that Thailand's enforcement framework is systematically dismantling.

References #

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.