Form PorOr.1 Sworn Statement Explained

The declaration that turns a company filing into a criminal-liability event for the Thai shareholder #

What is the Form PorOr.1 sworn statement? #

• What the Form Declares
• Who Signs It
• The False-Statement Exposure
• How It Fits Order 1/2569
• What It Means for Existing Shareholders
• The Better-than-Freehold™ Position
• FAQ Section
• Related Terms
• Expert Guidance

What the Form Declares #

Form PorOr.1 is a sworn statement in which the Thai shareholders of a company with foreign participation declare, before the registrar, that they genuinely own their shares, funded them themselves, and do not hold them for any foreigner. It converts the historic fiction of the nominee structure into a signed attestation that engages the Foreign Business Act Section 36 nominee offence where untrue.

Who Signs It #

The Thai shareholders, and where relevant the Thai directors, of a company with foreign participation sign PorOr.1: the individuals whose genuine investment the Department of Business Development must verify before a registration or nationality-changing amendment can proceed.

The Thai party carries the personal exposure: a foreign beneficiary can walk away from a name lent, but the signatory cannot walk away from what they swore.

The False-Statement Exposure #

A false PorOr.1 declaration carries criminal liability of up to 3 years imprisonment, the sanction that gives the form its force and distinguishes it from the paperwork a nominee structure once required.

The exposure compounds existing law. Declaring genuine ownership while holding shares for a foreigner already breaches Foreign Business Act Section 36, and Section 37 reaches nominee and foreign beneficiary alike with up to 3 years imprisonment, fines of THB 100,000 to 1,000,000 and dissolution orders; where laundered funds are involved the Anti-Money Laundering Office can act. PorOr.1 adds a discrete false-statement offence, and advisers who prepare such filings engage gatekeeper liability.

How It Fits Order 1/2569 #

Form PorOr.1 is one of three checks introduced together by DBD Order 1/2569 on 1 April 2026: the sworn statement states the position, and the other two test it.

The bank-statement audit tests whether the funds behind the shareholding existed and moved as declared, while the interview lets the registrar probe high-risk filings, all cross-checked through IBAS. Together the checks cut high-risk registrations roughly 75% in early April 2026, to 175 from 658, as our DBD Order 1/2569 compliance guide sets out.

What It Means for Existing Shareholders #

For Thai shareholders already in a foreign-linked company, PorOr.1 matters at the next filing: any registration or nationality-changing amendment now requires the declaration, so a structure never tested at formation reaches a declaration point.

Signing to attest genuine ownership over a nominee holding commits the false-statement offence, while declining to file blocks the amendment the company needs, and detection risks the property itself under the Land Department. The prudent response is to resolve the position first, through a structured conversion to a compliant structure that leaves nothing untrue to declare.

The Better-than-Freehold™ Position #

Better-than-Freehold™ removes the PorOr.1 problem at its source, because no Thai shareholder holds anything on a foreigner's behalf. Thailand Investor Network, a 100% Thai-owned property holding and management company, holds legal title with no foreign funding or control, so any PorOr.1 its shareholders sign is true on its face. The investor's rights sit with SPH Trustees, a Labuan FSA-regulated trust company, secured by four registered instruments, a 30-year lease, a year-30 Option Agreement, a first-charge mortgage, and a share pledge, enforced by Clear Blue Security Agents, at annual costs of circa US$3,000 (all prices are indicative and subject to a bespoke quotation for each client).

FAQ Section #

Related Terms #

• Nominee Company Risks: the enforcement campaign PorOr.1 serves
• DBD Order 1/2569 Compliance Guide: the full framework the form sits within
• Gatekeeper Liability: adviser exposure for preparing false filings
• Nominee Structure Conversion: resolving the position before the declaration point

Expert Guidance #

Treat PorOr.1 as a declaration point, not a form: the question is whether the position the shareholder must attest to is true, because a signature under filing pressure carries the same exposure as a deliberate one. Assess any foreign-linked structure against the funding and control reality the Ministry of Commerce now verifies, and where it would not survive the declaration, resolve it before the next filing with existing legal advisers.

For an assessment before your next filing, contact our expert team today.

Conclusion #

Form PorOr.1 is where Thailand's nominee enforcement meets the individual: a sworn statement tested against a bank audit and an interview, with up to 3 years imprisonment for a false answer. Better-than-Freehold™ leaves nothing untrue to declare. For an assessment before your next filing, 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.