New Bank Statement Rules for Company Registration in Thailand (Effective 1 January 2026)

From 1 January 2026, setting up a company in Thailand will involve a very different type of “proof of funds”.

Under DBD Order No. 2/2568, the Department of Business Development (DBD) has replaced the old 2012 rules and now requires 3-month bank statements, not just a simple bank balance letter,  from certain Thai shareholders when a new company is incorporated.

The goal is clear: to make sure capital is real, traceable, and not part of a nominee or artificial structure that hides foreign ownership or uses Thai accounts as money-mule vehicles.

If you are planning to register a company in Thailand from 2026 onwards, this change affects your timeline, funding structure, and documentation strategy.

 

1. Background: Why Is the DBD Changing the Rules?

For many years, the DBD accepted a simple “bank confirmation letter” (balance certificate) from Thai shareholders as evidence that they had sufficient funds to pay for their subscribed shares.

This system had weaknesses:

• • Money could be borrowed or temporarily parked in an account just long enough to obtain the letter.

• • Thai nationals could be used as nominee shareholders to hold shares on behalf of foreign investors, in order to circumvent foreign ownership restrictions under the Foreign Business Act.

• • Some juristic persons were allegedly established only to open bank accounts that would later be used in fraudulent or high-risk activities.

In response, the DBD:

• • Conducted public consultations on a draft order covering cases where foreigners co-invest or have signing power in Thai companies.

• • Issued Order 2/2568 on 1 December 2025, published in the Royal Gazette and effective 1 January 2026.

At the same time, the DBD is also moving to fully digital registration (DBD Biz Regist) by 1 January 2026, meaning that company formation, document filing and review will be handled entirely online.

The result is a much more data-driven and traceable incorporation process.

 

2. Who Is Affected by the New Bank Statement Requirement?

Order 2/2568 doesn’t apply to every single Thai company. Instead, it focuses on two specific scenarios at the incorporation stage

2.1 Joint ventures with foreign minority shareholding

The rule applies where:

• • Foreigners hold less than 50% of the registered capital, such as the typical 49:51 foreign–Thai shareholding used to avoid the Foreign Business License route.

In this case, each Thai shareholder may be required to provide bank statements showing they genuinely own the money used to pay for their shares.

2.2 Thai companies with foreign directors (no foreign shareholders)

The second scenario is where:

• • All shareholders are Thai, but

• • A foreigner is an authorised director with signing or binding authority for the company.

Here again, the DBD will look through the structure and require Thai shareholders to prove that their investment capital is real and not funded by foreign principals in the background.

In short, if there is a foreign element at shareholder or director level, expect the registrar to look closely at where the Thai capital has come from.

 

3. What Exactly Must the Bank Statement Show?

The key concept is the “3-Month Rule”. Under Order 2/2568, the registrar is no longer satisfied with a one-page letter showing today’s balance. Instead, Thai shareholders must provide financial evidence with specific features

3.1 Three months of transaction history

• • A bank statement issued by the bank, not a self-downloaded spreadsheet.

• • The statement must cover at least 3 months, counting back from the date the share subscription payment is made.

For example, if the share payment date is 15 March 2026, the statement should cover roughly 15 December 2025 – 15 March 2026.

3.2 Clear “capital movement” for the share payment

The statement should show:

• • A withdrawal or transfer that matches the amount of shares subscribed, and

• • The date of that transaction must correlate with the documentation submitted to the DBD (e.g., share subscription evidence, bank slip).

In practice, this means you should be able to look at the bank statement and see the money flowing out of the shareholder’s account and into the company (or into a temporary account clearly linked to the share payment).

3.3 Genuine ownership, not temporary deposits

The DBD wants to confirm that the funds:

• • Are really the shareholder’s (e.g., salary, savings, other legitimate income), and

• • Have been in the account for some time, not just parked overnight for registration.

This is very similar to European visa applications for Thai applicants: consulates often require several months of bank statements to show a consistent financial history, not just a last-minute deposit.

 

4. Why a Balance Certificate Is No Longer Enough

Previously, many founders relied on a “bank letter” that:

• • Confirmed the current account balance, and

• • Was silent about where the money came from or how long it had been there.

Under the new regime:

• • A letter showing a balance of THB 2 million tells the registrar nothing about whether that money is the shareholder’s own capital, a short-term loan from the foreign investor, or funds borrowed specifically to “pass” the registration test.

• • By contrast, a 3-month transaction history allows the DBD to see salary credits, regular deposits, and the final share payment, giving a much clearer picture of the shareholder’s real financial capacity.

So from 2026:

A balance certificate alone will no longer be accepted in the scenarios covered by Order 2/2568. The focus is now on movement, not just balance.

 

5. Practical Timeline: When Should You Start Preparing?

If you intend to incorporate in 2026 or later, you should reverse your timeline:

1. • T-90 days (minimum):
     
     • • Thai shareholders should already have the necessary capital in place.
     • • Avoid large, one-off transfers from foreign parties that look like nominee funding.

1. • T-30 to T-45 days:
     
     • • Confirm your final shareholding structure (e.g., 49:51 JV, Thai company with foreign director).
     • • Check every Thai shareholder’s bank statements to ensure three full months of history will be available by the target payment date.

1. • T-7 to T-14 days:
     
     • • Plan the actual share payment and how it will appear on the bank statement (reference, recipient account, etc.).
     • • Coordinate with your accountant and legal advisor so that payment slips, share subscription forms and bank statements all match.

1. • T-0 (incorporation filing):
     
     • • Submit your incorporation application through DBD Biz Regist, attaching the bank statements and supporting evidence as required.

 

6. Step-by-Step: Preparing Capital Evidence for Incorporation

Here is a practical framework for founders and investors who want to comply, and sleep well.

6.1 Map out the shareholding and director structure

• • Identify the percentage held by foreign shareholders (if any).

• • Identify whether any foreign director will have authority to bind the company.

• • If either of the two scenarios applies (49:51-type structure or foreign authorised director), treat Order 2/2568 as fully engaged.

6.2 Prepare Thai shareholders’ banking arrangements

Each Thai shareholder should:

1. • Use a personal bank account in their own name.

1. • Ensure enough capital is in place at least 3 months before the planned share payment date.

1. • Avoid unnecessary cash deposits that cannot be explained, regular, traceable inflows (salary, dividends, savings transfers) are easier to justify.

If funds come from a legitimate sale of assets or other one-off events, keep supporting documentation (e.g., sale agreements).

6.3 Execute the share payment

When it is time to pay for the shares:

• • Make the transfer from the same account that will be evidenced in the bank statement.

• • Ensure the recipient account (company or temporary account) and amount align with the incorporation documents.

• • Keep payment slips or online transfer confirmations; they should be consistent with the bank statement entries.

6.4 Obtain the bank statement

Request from the bank:

• • A formal bank statement issued by the bank, covering at least 3 months.

• • If possible, ask the bank officer to highlight or otherwise clearly identify the share payment transaction.

You may still obtain a balance confirmation letter, but it is now supplementary, not sufficient on its own.

6.5 Align all evidence for submission

Before submitting the incorporation application, cross-check that:

• • Names and ID numbers match across bank statements, ID cards, and shareholder lists.

• • The share amount for each shareholder matches the capital movement seen in their bank statement.

• • All documents are properly scanned and legible for upload to the DBD Biz Regist system.

 

7. What This Means for Founders and Investors

Practically, the new rule leads to:

• • Earlier capital planning – Thai investors must think about their funding source months before registration.

• • Cleaner funding structures – complicated chains of transfers or undocumented loans are now a liability.

• • Fewer last-minute arrangements – the days of pulling together “friendly Thai shareholders” a week before registration are over.

For serious, long-term ventures, this is not necessarily bad news. Genuine investors who can demonstrate real capital should find it easier to differentiate themselves from artificial, high-risk structures.

FAQ: 2026 Bank Statement Rules for Thai Company Incorporation

1. Does every new Thai company need to provide 3-month bank statements?

No. The requirement specifically targets companies where foreigners are involved as minority shareholders (e.g., 49:51 structures) or where a foreigner is an authorised director even though all shareholders are Thai.

2. Can I still use a bank balance certificate?

You may still attach a balance certificate, but it is no longer sufficient on its own in the affected scenarios. The registrar will focus on transaction-level evidence from the bank statement.

3. How long must the capital stay in the account before I pay for the shares?

There is no explicit “minimum days” rule beyond the 3-month statement period, but in practice you should ensure that the funds look seasoned and consistent, not like a last-minute injection. Many practitioners recommend at least 90 days of clear history before the share payment.

4. What if the Thai shareholder’s funds come from a loan?

Legitimate, well-documented loans are not automatically prohibited, but they can raise questions if the lender is the foreign business partner or someone clearly linked to them. You should expect the DBD to look closely at such arrangements and, in some cases, they may be viewed as indicative of a nominee structure.

5. Will these rules also apply when I increase capital later?

Order 2/2568 is focused on incorporation (the initial establishment). However, given the current enforcement climate, capital increases that significantly change the ownership or control profile of a company may also attract scrutiny, especially if there is a foreign element.

How Lex Bangkok Can Help

The new Thailand company registration 2026 bank statement requirement is more than a paperwork change – it reshapes how founders must plan their capital and structure their joint ventures.

Lex Bangkok can assist you to:

• • Analyse whether Order 2/2568 applies to your planned structure.

• • Design a compliant shareholding and director model aligned with your business goals and the Foreign Business Act.

• • Prepare and review bank evidence, share subscription documents and DBD filings for consistency and clarity.

• • Coordinate with your bankers, accountants and other advisors so that your online incorporation through DBD Biz Regist proceeds smoothly.

If you are considering incorporating a company in Thailand in 2026 or beyond, it is wise to start planning several months in advance.

Contact Lex Bangkok to discuss your intended structure, timeline and documentation strategy. We will be happy to work alongside your Thai and foreign stakeholders to build a company that is compliant, transparent and ready for long-term growth in Thailand.

info@lexbangkok.com