Form PorOr.1 in Thailand: Was a Sworn Statement Ever Required?

What the final order asked of foreign-linked companies, where the sworn-statement description came from, and what applies now #

Correction, 9 October 2026: An earlier version of this page described Form PorOr.1 as a sworn shareholder declaration required by DBD Order 1/2569, alongside a six-month bank-statement audit and in-person interviews. That description was wrong. The final order required only a written Investment Confirmation Letter from the signing director on qualifying amendments, and Central Registrar Order 2/2569 replaced it from 1 August 2026. This page now describes what the final order required.

Was Form PorOr.1 a required sworn statement? #

• Where the Sworn-Statement Description Came From
• What Order 1/2569 Required
• The 3-Year Figure
• What Replaced Order 1/2569
• What It Means for Thai Shareholders Today
• The Better-than-Freehold™ Position
• FAQ Section
• Related Terms
• Expert Guidance

Where did the PorOr.1 sworn statement come from? #

The sworn-statement description of PorOr.1 comes from a March 2026 draft of DBD Order 1/2569 and from secondary reporting of that draft, not from the final order. The draft proposed in-person appearances and recorded statements before the registrar. Both were dropped from the final order, dated 16 March 2026.

Our verified sources do not establish what official document, if any, the label PorOr.1 denotes. They do establish what the final text of the Department of Business Development order contained, and it contained no sworn statement. Legal commentary on the final text states plainly that no in-person appearance is required. Commentary written from the draft, including an earlier version of this page, carried the sworn-statement description forward after the final order was issued.

What did DBD Order 1/2569 actually require? #

DBD Order 1/2569, dated 16 March and effective 1 April 2026, required one document: a written Investment Confirmation Letter from the signing director, filed when an amendment brought in a foreign authorised director or a foreign minority partner structure. It required no sworn statement, no six-month bank statement and no in-person interview.

The letter came from the signing director, not from each Thai shareholder. That matters, because the PorOr.1 description placed a sworn declaration on every Thai shareholder of a company with foreign participation, and the final text placed none on them. The trigger was the amendment itself, and the Order did not apply to "high-risk registration filings" as a class.

Incorporations sat under a separate instrument. DBD Order 2/2568, effective 1 January 2026, required source-of-funds documentation, including three months of bank statements, from companies and partnerships with foreign holding under 50% and from all-Thai companies with a foreign authorised director. Our DBD Order 1/2569 compliance guide sets out the scope of both orders in full.

Where does the 3-year figure come from? #

The 3 years quoted for PorOr.1 is the penalty under Section 36 of the Foreign Business Act, printed on the Investment Confirmation Letter. It is not an offence the Order created. The letter reminded the signing director of a penalty that already applied to any Thai national who holds shares for the benefit of a foreigner.

Section 36 reaches both sides: the Thai national who holds shares for the benefit of a foreigner who funds or controls the company, and the foreign beneficiary. The penalty is up to 3 years' imprisonment and/or a fine of THB 100,000 to 1,000,000. A court can also order cessation of the shareholding, with daily fines of THB 10,000 to 50,000. Where the company holds land, the Director-General of the Land Department can order its disposal under the Land Code. The Board of Investment publishes the English text of the Act.

What replaced Order 1/2569 in August 2026? #

Central Registrar Order 2/2569, signed 14 July and effective 1 August 2026, repealed Orders 2/2568 and 1/2569 and consolidated them into one 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. Nothing must be refiled retroactively.

It did not extend source-of-funds proof to every later shareholder or director change. Director amendments still need the written investment letter carried over from Order 1/2569, with bank evidence only where a company incorporated on or after 1 August amends within one year. Our report on DBD Order 2/2569 covers the August changes.

This was a replacement, not a relaxation. Order 1/2569 applied from 1 April to 31 July 2026. A filing today is judged against Order 2/2569.

What does this mean for a Thai shareholder today? #

No sworn PorOr.1 applies to a Thai shareholder today. The final Order 1/2569 never required one, and the verified descriptions of Order 2/2569 set out, at incorporation, three months of Thai shareholder bank statements, a written letter explaining the investment and the receiving director's bank statement. What matters is whether the investment behind the shareholding is genuine and documented.

For buyers and investors whose home sits in a high-risk property-owning company, the relevant exposure comes from Section 36, not from any form. Where Thai shareholders hold shares for the benefit of a foreigner who funds or controls the company, the structure might face court-ordered cessation of the shareholding and forced disposal of the land, whether or not any letter is ever signed.

Scrutiny has not paused. 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. Where a structure depends on side agreements, the usual route is a structured divestment into a compliant structure before the next filing. Divestment typically takes eight to sixteen weeks.

How does Better-than-Freehold™ address the registration checks? #

Better-than-Freehold™ is designed to comply with Thai law, and it does not trigger the questions these orders ask. The company that holds legal title has no foreign shareholder and no foreign director, so no filing turns on a foreign authorised director or a foreign minority partner, and no Thai shareholder holds shares for the benefit of a foreigner.

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. There is no foreign investment for a registrar to test and nothing untrue for any director to confirm.

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 first-priority registered mortgage; the year-30 Option Agreement; and a share pledge. Clear Blue Security Agents (CBSA) mediate and enforce as the first point of dispute settlement, with Thailand Arbitration Center (THAC) arbitration as the backstop. Mortgage enforcement still requires a Thai court.

The benefits follow from that foundation: resale of your rights by assignment, succession without Thai probate, and lender financing of up to 50% loan-to-value (expected H1 2027), as our structure page sets out.

FAQ Section #

Related Terms #

• DBD Order 1/2569 Compliance Guide: what the April 2026 order required, and what it did not
• DBD Order 2/2569: the consolidated order in force since 1 August 2026
• DBD Order 2/2568: the source-of-funds order for incorporations
• Foreign Business Act Thailand: the Section 36 penalty behind the 3-year figure

Expert Guidance #

Treat any reference to a sworn PorOr.1 as a sign that the source was written from the March draft, and check it against the final text. Under Order 1/2569, the document was a written letter from the signing director. Under Order 2/2569, it is a written letter explaining the investment, with the receiving director's bank statement and the Thai shareholders' three-month bank statements at incorporation. Both turn on whether the investment is genuine and evidenced.

Undertake an independent review of any foreign-linked structure before its next filing, and resolve what would not survive bank scrutiny with existing legal advisers. For an assessment before your next filing, contact our expert team today.

Conclusion #

Form PorOr.1, as a sworn shareholder declaration, was never part of the final DBD Order 1/2569. The Order asked for a written Investment Confirmation Letter from the signing director on qualifying amendments, and the 3-year figure is the Foreign Business Act Section 36 penalty printed on that letter. Central Registrar Order 2/2569 replaced it from 1 August 2026 with a consolidated instrument that is stricter in places. Better-than-Freehold™ does not trigger the question these orders ask. For an assessment, contact our expert team.

This content is for educational purposes only and does not constitute legal advice. Thai property law is complex and subject to change. For specific guidance, consult qualified legal professionals familiar with Thai property law and Better-than-Freehold™ structures.