Thailand's April 2026 Reform: Tougher Nominee Rules and FBA Deregulation of 10 Sectors — A Checklist for Japanese Companies

From 1 April 2026, Thailand’s Department of Business Development (DBD) has implemented Order No. 1/2026, taking its crackdown on nominee shareholder arrangements another step further. At the same time, the Thai government is moving to delist 10 sectors from the restricted list under the Foreign Business Act (FBA). At first glance these two moves point in opposite directions, but they can be read as two sides of one consistent policy: welcome legitimate foreign investment through the front door, and shut down nominee arrangements that go around it. This article looks at the new April rules and the planned 10-sector delisting together, and sets out the points Japanese companies in Thailand should review now. For background, see our earlier piece on the Ministry of Commerce nominee crackdown.

Why Nominee Rules Are Being Tightened Now

The basic structure of the FBA and nominee arrangements

The Foreign Business Act B.E. 2542 (1999) restricts foreign participation — including by Thai companies in which foreigners hold a majority of the shares — in the businesses listed in its Schedules 2 and 3. To work around this, the practice of putting Thai individuals on the share register as nominees while actual control sits with the foreign side has long been a concern. Section 36 of the FBA criminalises nominee arrangements, with penalties of up to three years’ imprisonment, a fine of up to one million baht, or both.

From a Japanese-law perspective, this is unfamiliar territory. Japan’s Foreign Exchange and Foreign Trade Act relies mainly on prior notification and post-event reporting; it does not impose the kind of blanket “no foreign-majority entities in this sector” rule that the FBA does. The FBA is something Japanese companies need to engage with as a Thailand-specific regulatory hurdle.

The OECD-accession backdrop

Throughout 2025 and into 2026, Thailand has been working on transparency reforms in the run-up to OECD accession, and has consistently signalled that it will welcome legitimate foreign investment while actively closing down evasive structures. The April 2026 order and the planned 10-sector delisting are best understood as two visible parts of this policy rolling out at the same time.

Tighter Nominee Rules — Four DBD Orders

In 2026 the DBD has issued a sequence of four orders aimed at nominee structures. The first three (effective 1 January 2026) build the screening infrastructure; the fourth — Order No. 1/2026, effective 1 April 2026 — is the decisive piece.

The three orders effective 1 January 2026

Order No. 2/2568 — bank statements for Thai shareholders. Where a Thai individual joins as a new shareholder of a company that has foreign shareholders, the DBD now requires three months of bank statements to demonstrate that the Thai shareholder funded the subscription with their own money. Japan’s Companies Act has a payment-of-capital certification mechanism (Article 34) but does not go so far as to require proof of the source of a shareholder’s funds, so this is a noticeably more intrusive layer of screening.

Orders No. 3/2568 and No. 5/2568 — risk screening of existing companies. Risk assessment for nominee structures is being extended beyond newly incorporated companies to existing ones. According to media reports, the DBD has identified more than 110,000 existing companies as in scope (this figure comes from media reporting, not from an official DBD publication).

Order No. 4/2568 — the “five-company rule” for shared addresses. Where five or more companies are registered at the same address, additional documents are required: a formal consent from the property owner, a floor plan, and evidence of usage rights. Japanese companies that use coworking spaces or service offices as their registered address may want to check with their provider whether the head count at that address exceeds five.

DBD Order No. 1/2026 (effective 1 April 2026) — the decisive step

The April 2026 order introduces three significant changes.

(1) Four-point declaration by Thai directors. When applying to register a new company or to register changes to an existing one, Thai directors must now formally declare:

that all shareholders have invested genuinely and paid for their shares with their own funds;
that they have not lent their name to any foreigner or otherwise participated in nominee arrangements designed to circumvent the law;
that they understand a false declaration may attract criminal liability under the Thai Penal Code (e.g., for false statements to public officials); and
that they consent to information being shared between the DBD and law-enforcement agencies.

The most important change is that the false-declaration risk is now baked into the registration process itself, with a separate criminal exposure attached.

(2) Personal appearance required for change registrations. From 1 April 2026, change registrations (director changes, capital changes, and so on) must in principle be carried out with the shareholders appearing in person. The previous practice of relying on a power of attorney has been discontinued. The intent is to close the “post-incorporation loophole” where companies set up cleanly and then quietly swap in nominees later.

In practical terms, board reshuffles driven by Japanese parent personnel rotations, capital increases, and similar steps that used to be handled via a POA will now need physical attendance. It is worth rethinking travel schedules and resolution timing accordingly.

(3) Focus on tourist hotspots and selected sectors. The DBD is reportedly concentrating monitoring efforts on tourism-heavy areas such as Phuket and Pattaya, and on the tourism/hospitality, real estate, and cannabis-related sectors, where nominee arrangements have historically been more common.

Ten Sectors Set to Be Removed from the FBA Restricted List

At a public seminar on 29 January 2026, the DBD announced plans to remove the following 10 sectors from the FBA’s restricted schedules. In these sectors, businesses would, in principle, be able to operate under foreign-led ownership without obtaining a Foreign Business Licence (FBL) or BOI promotion. The detailed scope and timing for each sector still need to be confirmed in upcoming official announcements.

#	Sector to be delisted	Likely scope
1	Telecom services (Type 1)	Operators that do not own their own telecom network
2	Treasury centre activities	Cross-currency management and exchange among affiliated companies under the Exchange Control Act
3	Software development (4 areas only)	Data management and analytics; cyber/information security; control and connectivity for advanced-technology equipment; manufacturing support
4	Management services to affiliated/group companies	—
5	Domestic credit guarantees to affiliated/group companies	—
6	Lease of space for electronic financial service equipment / vending machines	—
7	Petroleum drilling services	—
8	Secured lending	Under the Securities and Exchange Act / Derivatives Act
9	Brokerage, sales, advisory, and fund management for derivatives outside the Derivatives Act	—
10	Domestic trading of traditional agricultural products	—

Three sectors with the greatest impact for Japanese companies

Software development (limited to four areas). The delisting is reported to apply only to four areas: data management/analytics, information and cyber security, control and connectivity for advanced-technology equipment, and manufacturing support. Conventional website development or consumer mobile apps may fall outside this scope, so it is worth confirming carefully which area your business actually falls into. For Japanese IT companies with a Thai development base, and for manufacturers driving DX initiatives, this may be a natural moment to revisit the shareholding structure of the local entity.

Telecom services (Type 1). This refers to operators without their own network — for example, MVNO-style or OTT-type services. Larger infrastructure operators (Type 2/3) remain inside the FBA restricted list.

Treasury centre activities. Treasury centres have traditionally relied on BOI promotion to navigate the FBA. Removing the activity from the restricted list opens up an alternative route that does not depend on the conditions attached to BOI approval — useful for groups using Thailand as a regional hub.

Because Japan does not have an equivalent to the FBA, the cleanest starting point is to map out which of your activities are now (or remain) restricted, and which have moved out of scope.

How the “Crackdown” and the “Opening” Fit Together

The two reforms point in the same direction once you read them together:

Open more legitimate channels so that fewer foreign investors feel the need to use a nominee structure in the first place;
For those who continue to do so, make registration-level enforcement meaningful through the April 2026 changes;
Build a story about the investment environment that can be presented credibly in OECD accession discussions.

In short: foreign investment is welcome, but the rules will be applied seriously.

Five Things Japanese Companies May Want to Review Now

There is no need to react in panic, but with the April rules now in force and the FBA delisting in motion, in-Thailand Japanese groups may want to take stock of the following five points.

Shareholding structure. Where there are Thai shareholders, confirm that their subscription was funded by genuine personal resources. This will also help if a future change registration triggers a request for bank statements.
Registered address. If the company uses a coworking space or service office, check with the operator whether the number of companies at that address has crept above five.
Whether the FBA delisting is usable. If your Thai entity carries out activities that fall within the 10 to-be-delisted sectors, there may be room to unwind a nominee element and move to a foreign-led structure. Whether this fits should be discussed with counsel.
Timing of change registrations. Director rotations, capital increases, and similar steps now need to assume that shareholders will appear in person. Travel and decision-making timelines should be adjusted accordingly.
Early conversation with counsel. Take stock now, before DBD reviews accelerate, and design any remediation in stages. There is no one-size-fits-all answer; the right path depends heavily on the specific structure.

For companies currently relying on nominee arrangements, this can feel like an uncomfortable conversation. In our experience, however, it is usually less risky to phase a rework with counsel than to keep an unchanged structure under the new enforcement regime.

Takeaways

DBD Order No. 1/2026 (in force 1 April 2026) takes nominee enforcement another step forward.
Together with the three January orders, Thailand now has four pillars: shareholder bank statements, risk screening of existing companies, the five-company address rule, and the four-point declaration plus personal appearance.
In parallel, 10 sectors are set to be removed from the FBA’s restricted list, opening more space for foreign-led structures in software, Type 1 telecom, treasury centres, and others.
The “crackdown” and the “opening” are two sides of one policy: widen legitimate channels, and enforce against the rest.
Japanese companies may want to review their shareholding, registered address, change-registration timing, and FBA opportunities.

Get in Touch

We advise on Thailand’s foreign investment regulation and corporate law from both a Japanese-law and Thai-law perspective — including reviewing shareholding structures, exploring whether the FBA delisting is usable for your business, and designing phased remediation of nominee arrangements. Thai law matters are handled in cooperation with the Thai-qualified attorneys at our partner firm JTJB International Lawyers. Please feel free to reach out.

This article is for general informational purposes about Thailand’s legal system based on publicly available information as of April 2026, and does not constitute legal advice under Thai law. For specific matters, please consult a Thai-qualified legal professional. Our firm works in collaboration with JTJB International Lawyers’ Thai-qualified attorneys.