ฉบับภาษาไทย: อ่านหน้านี้เป็นภาษาไทย
Is using Thai nominee shareholders to hold shares for a foreigner legal?
Short answer
No. Section 36 of the Foreign Business Act B.E. 2542 prohibits a Thai national from holding shares as a nominee to enable a foreigner to operate a restricted business, and it carries criminal penalties — imprisonment and fine — for both the nominee and the foreigner, plus a court order to cease the business.
Enforcement looks at substance. Investigators ask whether the Thai shareholders paid for their shares from their own funds, whether their declared income plausibly supports the investment, whether they receive dividends, and whether they attend and vote at meetings. Share-pledge arrangements, undated blank transfer forms, and loan agreements that make the Thai shareholder's money round-trip from the foreigner are the patterns that get flagged during DBD or DSI review, and the paperwork alone rarely survives.
The lawful routes exist and are worth pricing properly: apply for a Foreign Business Licence or Foreign Business Certificate, use a treaty channel such as the US–Thailand Treaty of Amity, obtain BOI promotion for an eligible activity, or restructure so the restricted activity sits with a genuinely Thai-majority partner who really bears the risk. Each takes time; none of them exposes the founders to criminal liability. Scope, turnaround and fees are confirmed by IVC staff by phone, LINE or email — this site does not publish prices.
Reviewed as of 2026-08-04. General guidance only, not case-specific advice and not a guarantee of outcome. Government fees, conditions and processing times are set by the responsible authority and can change. This site does not publish prices — please ask our staff.
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