Taking On a Foreign Shareholder in a Thai Company: The Steps, the Costs and What the DBD Now Checks

On 11 November, Thailand’s Department of Business Development (DBD) said it had flagged 1,932 companies as high risk for nominee shareholding. One pattern on its watch list is a company set up 100% Thai that takes in foreign shareholders less than three months after registration.

If you are about to buy shares in a Thai company, or bring a foreign partner into yours, that is worth knowing before you sign. The transfer itself is short paperwork. What matters is the shareholding it leaves behind, and whether your records show real money changing hands. This guide to taking on a foreign shareholder in a Thai company covers both: the legal test, the steps in order, the costs and the timelines.

What the DBD announced

The DBD’s analytics system found 12,421 foreigners who have obtained Thai nationality serving as shareholders or directors of 16,504 active limited companies. It classed 1,932 of those companies as high risk. Of these, 1,768 have a foreign stake of between 0.01% and 49.99%, and 164 are 100% Thai-held.

The DBD says being flagged does not mean the people involved have committed offences. It is preparing in-depth on-site inspections with enforcement agencies, and plans address checks with Thailand Post and an AI system to spot links between companies.

The lesson for everyone else: the DBD is looking hard at who really owns Thai companies, and most of the companies it flagged have a minority foreign shareholder.

First, the arithmetic: will the company become foreign?

Under the Foreign Business Act, a company registered in Thailand counts as foreign if foreigners hold half or more of its shares. Work out the shareholding after the transfer, not before.

• Foreign total stays below 50%: the company stays Thai under the Act. Every Thai shareholder’s stake must then be genuinely theirs.
• Foreign total reaches 50% or more: the company becomes foreign. Its business is checked against the Act’s lists, and it may need a Foreign Business Licence, BOI promotion or, for American owners, Treaty of Amity certification. A foreign company must also have at least 2 million baht of capital, and at least 3 million baht for a business that needs a licence.
• The company already holds a licence or BOI promotion: check how the new shareholding affects it before anyone signs.

Not sure whether you need a licence or a certificate? Our explainer on the Foreign Business Licence and the Foreign Business Certificate sets out the difference.

The steps, in order

This is the usual sequence for an existing Thai limited company selling shares to a foreign buyer.

1. Read the articles of association. Under the Civil and Commercial Code, shares can be transferred without the company’s consent unless its articles say otherwise. Check yours for any approval or pre-emption rule before you agree a price.
2. Agree the deal in writing. A share sale and purchase agreement sets the price, the number of shares and what each side promises.
3. Pay through a bank. The buyer pays from their own account, in the amount and on the date the agreement states. Keep the statements on both sides.
4. Sign the transfer instrument. The Code says a transfer of registered shares is void unless it is in writing, signed by the seller and the buyer, with at least one witness certifying the signatures. The instrument must also list the numbers of the shares transferred.
5. Pay the stamp duty. The Revenue Department charges 1 baht for every 1,000 baht of the shares’ paid-up value or the value in the instrument, whichever is greater. The seller is liable for it.
6. Enter the transfer in the share register. Until the buyer’s name and address are in the register, the transfer cannot be relied on against the company or third parties.
7. Bring the DBD’s record into line. The directors must send the DBD a copy of the shareholder list (form Bor Or Jor 5) at least once a year, no later than 14 days after the annual general meeting. Our share transfer service files an updated list as part of the transfer, so the public record shows the new owner.
8. Changing the board as well? Under a DBD order in force since 1 August 2026, a company whose authorised directors are all Thai must file an Investment Confirmation Letter when it makes a foreigner an authorised director. The letter, signed by the authorised directors, confirms that the shareholders have really invested and that there is no nominee arrangement.

What it costs

Stamp duty is not the only tax question in a share sale. Ask your accountant about the tax position of both sides before you fix the price.

How long it takes

• The transfer itself: the agreement, the payment, the signing and the register entry move at the pace of the two parties. Our share transfer service runs 10 to 15 working days end to end, about two to three weeks, including the DBD filing and the updated company affidavit.
• If the company needs a Foreign Business Licence: the Act gives the authorities 60 days to decide, and 15 more days to issue the licence. Preparing and filing the application comes first, so plan for well over 75 days in total, and settle the licence question before the foreign share reaches 50%.
• If BOI promotion is the route: BOI’s evaluation clock starts only once your documents are complete. Our guide to setting up a company in Thailand as a foreigner sets out each of BOI’s targets.

What the DBD now looks for

According to the DBD’s 11 November briefing, it has issued four orders and two announcements since 1 January 2026 that tighten its checks on companies with foreign shareholders or directors:

• bank statements and investment confirmation letters, to verify where the money for the shares came from;
• extra proof of investment from shareholders who hold state welfare cards;
• screening for mule bank accounts;
• checks on one address being used by many companies.

Its watch list adds two more signals: companies set up 100% Thai that add foreign shareholders within three months of registration, and sectors it sees as high risk, among them law and accounting offices, hotels and resorts, and agriculture-related businesses. The DBD reports that registrations in its high-risk group fell from 2,810 in August to October 2025 to 643 in the same months of 2026. Between 1 October 2025 and 31 October 2026, the accounts of 3,294 high-risk companies were audited, and 62,467 companies were referred to 12 agencies, 14,800 of them to the Revenue Department.

To be ready for those checks:

• Real money, traceable. Every shareholder, Thai or foreign, pays for their own shares from their own account and can show it.
• One story in every record. The agreement, the bank statements, the share register and the DBD’s shareholder list should all show the same owners and the same amounts.
• A real address. Register the company at an address it genuinely uses.
• No side deals. A Thai shareholder who holds shares for a foreigner, to get around the Foreign Business Act, is a nominee. That is a crime for the Thai nominee and for the foreigner who allows it: up to three years in prison, a fine of 100,000 to 1 million baht, or both.

The Bottom Line

Selling shares to a foreigner in Thailand takes a few signed pages. The real decision is the shareholding those pages leave behind. Below 50% foreign, the company stays Thai and every Thai stake must be real. At 50% or more, the company is foreign, and its licence, capital and timeline change.

The DBD is now testing that from the other side, through bank records, addresses and timing. A properly documented transfer has nothing to fear from those checks. One that leans on a Thai name with no money behind it does.

Before you sign, write down the shareholding after the deal, check it against the Act, and make sure every baht that pays for a share can be traced.

Bringing a foreign shareholder into a Thai company?

UnionSPACE handles the corporate side, from the first ownership check to the updated company affidavit. Our share transfer to a new foreign shareholder service reviews foreign ownership limits under the Foreign Business Act and the effect on any licence or BOI status, then prepares the agreement, the transfer instrument, the register update and the DBD filing, for THB 26,000 + 7% VAT, with government fees at cost. If the investor is subscribing for new shares instead, we handle the registered capital increase; if they are joining the board, the director appointment. Where the new split calls for BOI promotion, our BOI company team takes it from eligibility to the certificate. Our corporate services also cover the annual general meeting and its DBD filing, and our accounting and tax team keeps the books and the monthly filings in order.

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Frequently Asked Questions

Can a foreigner buy shares in a Thai company?

Yes. If foreigners hold less than half of the shares after the purchase, the company stays Thai under the Foreign Business Act. At half or more it becomes foreign, and may need a Foreign Business Licence, BOI promotion or Treaty of Amity certification, as well as at least 2 million baht of capital.

How do you transfer shares in a Thai company?

Check the articles of association first. The transfer itself must be in writing and list the share numbers, and both the seller and the buyer sign it, with at least one witness certifying their signatures. Then pay the stamp duty, enter the buyer in the share register and bring the DBD’s shareholder list into line.

How much is stamp duty on a share transfer in Thailand?

1 baht for every 1,000 baht of the shares’ paid-up value or the value in the transfer instrument, whichever is greater. The seller is liable.

What does the DBD check for nominee shareholders?

According to its 11 November 2026 briefing, the source of the money for the shares (bank statements and investment confirmation letters), shareholders holding state welfare cards, mule accounts, addresses shared by many companies, and Thai companies that add foreign shareholders within three months of registration.

Is it legal to use a Thai nominee shareholder?

No. Holding shares for a foreigner to get around the Foreign Business Act is a crime for the Thai nominee and for the foreigner who allows it, punishable by up to three years in prison, a fine of 100,000 to 1 million baht, or both.

Sources

Official pages and reports checked on 12 November 2026, unless marked:

• Thai PBS, report of the DBD briefing, 11 November 2026 (Thai)
• The Nation, “Thailand flags 1,932 companies for checks over nominee risks”, 11 November 2026
• Thai Post, report of the DBD briefing, 11 November 2026 (Thai)
• MGR Online, report of the DBD briefing, 11 November 2026 (Thai)
• Revenue Department, Stamp Duty Schedule
• Civil and Commercial Code, sections 1129 and 1139 (Thai text)
• Foreign Business Act B.E. 2542 (1999), English translation hosted by the Board of Investment (checked 10 November 2026)
• Rajah & Tann Asia, “New DBD rule enhancing documentary requirements for company registration to prevent nominee arrangements”, 24 July 2026

Photos: Image by pch.vector on Freepik; Image by zinkevych on Freepik.