On 29 April 2026, an MoU on nominee enforcement was signed at Government House under the chairmanship of Prime Minister Anutin Charnvirakul, bringing together 21 Thai government agencies. What had until now been driven mainly by the Department of Business Development (DBD) at the registration stage now expands into a cross-agency post-registration regime, drawing in the Ministry of Interior, the Royal Thai Police, AMLO (the Anti-Money Laundering Office), the Bank of Thailand (BoT), the Board of Investment (BOI), the Revenue Department, Customs, the Department of Special Investigation (DSI), the Department of Lands, the Department of Tourism, the Department of Employment, the Department of Industrial Works and others. This article is the third in our nominee-enforcement series, following “Thailand’s Commerce Ministry Tightens Nominee Enforcement” (25 March 2026) and “Thailand’s April 2026 Reform: Tougher Nominee Rules and FBA Deregulation of 10 Sectors” (13 April 2026).
What Happened — The 29 April MoU
According to media reports, on 29 April 2026 Prime Minister Anutin Charnvirakul presided over the signing of an MoU among 21 Thai government agencies at Government House. The MoU upgrades what had been DBD-led screening at the time of company registration into a cross-agency “post-registration monitoring” framework.
Participating Agencies (as identifiable in reporting)
The agencies that can be identified from current reporting include:
- Department of Business Development (DBD)
- Ministry of Interior
- Ministry of Digital Economy and Society (MDES)
- Royal Thai Police
- Anti-Money Laundering Office (AMLO)
- Bank of Thailand (BoT)
- Board of Investment (BOI)
- Internal Security Operations Command (ISOC)
- Revenue Department
- Customs Department
- Department of Special Investigation (DSI)
- Department of Lands
- Department of Tourism
- Department of Employment
- Department of Industrial Works
A total of 21 agencies are reported to have signed; the definitive roster should be confirmed against the official releases of the Prime Minister’s Office and the DBD as they are published.
The Four Pillars of Cooperation
Reporting indicates that the MoU is built around roughly four pillars:
- Data sharing — real-time exchange of registration and financial information
- Joint surveillance — provincial-level joint monitoring mechanisms
- Stronger legal action — coordinated enforcement against so-called “grey businesses”
- Confidence-building for legitimate investors — a more transparent investment environment for foreign investors operating through proper channels
The technical specifications, go-live timing and exact scope of the data to be shared are expected to be set out in subsequent guidelines from each participating agency.
How This Fits With What Was Already in Motion
The MoU should be read together with the existing DBD orders, not as a stand-alone event.
A Three-Stage Monitoring Regime
The DBD orders that have been published or come into force can be lined up as follows:
| Stage | Basis | Content | Effective |
|---|---|---|---|
| ① At registration | DBD Order No. 1/2569 | Director’s four-point declaration; in-person attendance for change-of-registration filings | 1 April 2026 |
| ② Right after setup | DBD Order No. 2/2568 | Three months of bank statements from Thai shareholders in companies with foreign shareholders | 1 January 2026 |
| ② Right after setup | DBD Order No. 4/2568 | ”Five-company rule” (extra documents where five or more companies are registered at the same address) | 1 January 2026 |
| ③ During operation | DBD Orders No. 3 & 5/2568 | Risk screening of existing companies | 1 January 2026 |
| ③ During operation | 29 April MoU | Post-registration cross-agency monitoring and data sharing across 21 agencies | From 29 April 2026 |
Where the earlier DBD orders strengthen the entry filter (“at registration” and “right after setup”), the MoU operationalises the third stage — ongoing oversight during operation — through inter-agency cooperation. The Thai government has consistently framed these moves as part of investment-environment transparency in the run-up to OECD accession.
Recent Enforcement Statistics (as Reported)
According to media reports, the number of “nominee-risk” companies fell by roughly 60% in Q1 2026 (1,373 companies), and by roughly 75% in April alone (175 companies). Around 4,372 companies across 27 locations in 10 provinces were reportedly examined between October 2025 and April 2026. The authoritative source is the DBD’s official statistics, but the trend suggests that the regulatory tightening is already producing voluntary remediation and exits.
Practical Impact for Japanese Companies
What Data Sharing Really Means
The most significant practical effect of the MoU is that “clean on paper at one agency” will no longer be enough. For example:
- A company may look unproblematic in DBD records, but
- the cash flows in BoT-tracked bank accounts may not match the registered business activity,
- Revenue Department filings may not reconcile with Customs import/export records, or
- ownership patterns in Land Department data may be inconsistent with foreign-ownership rules.
The MoU shifts the focus to “realities that only become visible when several agencies’ datasets are cross-checked.” Compared with Japan’s inbound foreign-direct-investment regime under the Foreign Exchange and Foreign Trade Act (Article 26 et seq.) — which is largely built on prior notification and ex-post reporting, without a cross-agency post-registration substantive review — this is a meaningfully more intrusive setup.
Sector-Specific Notes
Different sectors will face different combinations of agencies in practice:
- Tourism / hospitality (hotels, restaurants, tours): Tourism Department, Department of Employment, DBD
- Real estate-related: Department of Lands, DBD, Revenue Department
- Manufacturing / import-export: Department of Industrial Works, Customs, Revenue Department
- Financial services-related: BoT, AMLO, Revenue Department
- Digital and platform businesses: MDES, DBD
Foreign-led hospitality businesses in tourist hubs such as Phuket and Pattaya, real-estate ownership schemes involving foreigners and cannabis-related ventures have repeatedly been highlighted in reporting as priority enforcement areas.
Five Points Japanese Companies Should Review
The aim here is not alarm but stocktake — five concrete checkpoints to revisit in light of the new regulatory environment.
1. Coherence of Shareholder Structure and Cash Flows
Are the funds contributed by Thai shareholders genuinely their own? Are dividends, loans and remittances internally consistent across bank statements, tax filings and corporate records? It would be prudent to do an internal cross-check before data sharing across agencies becomes routine.
2. In-Person Attendance for Directors
DBD Order No. 1/2569 requires directors to attend in person for change-of-registration filings. Where Japanese head-office secondees rotate frequently, this can collide with registration timing in unexpected ways. Coordinating personnel changes with planned filings, in consultation with local counsel and accountants, is worth doing early.
3. Registered Address vs. Substance
Under the “five-company rule” (DBD Order No. 4/2568), additional documentation is triggered where five or more companies are registered at the same address. Companies relying on virtual offices or address-only services may want to consider moving to genuine office use.
4. Transparency of Related-Party Transactions
With Revenue Department and Customs data feeding into the same monitoring picture, transfer-pricing and related-party transactions will face sharper scrutiny. It is a good time to confirm that pricing rationale documents and intra-group service-arrangement records are in good order.
5. Considering a Remediation Plan
Where legacy nominee-style structures remain, the period before cross-agency monitoring fully matures is the right window to develop a remediation plan with professional advisors. Section 36 of the FBA penalises nominee arrangements with imprisonment of up to three years, a fine of up to THB 1 million, or both — and the risk profile of leaving such structures untouched is moving in one direction only.
Closing Thoughts — A Structural Reform, Not a One-Off
The “tightening-and-deregulation in tandem” theme covered in our 13 April article entered an operational phase on 29 April 2026 with the signing of the cross-agency MoU. The Thai government’s two-track message has been consistent: foreign investment through proper channels is welcome; nominee structures designed to circumvent the law are not.
For Japanese companies, this is best read as a structural reform rather than a passing crackdown — and as a good moment to revisit the legality and transparency of their Thai operating structures. We will continue to follow agency-level guidelines, public consultation rounds and emerging enforcement examples in this series.
Our firm advises on Thai foreign-investment regulation and corporate matters. Whether the question is shareholder restructuring, designing a structure that holds up under cross-agency monitoring or planning the remediation of legacy nominee arrangements, please feel free to get in touch.
This article is for general informational purposes about Thailand’s legal system, based on publicly available information as of 29 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.