The Department of Business Development (DBD) and the Department of Special Investigation (DSI) have a clear process for reviewing foreign-linked companies. They are not guessing. They have a checklist. And it is more detailed than most business owners expect.
In 2024, the DBD reviewed over 26,000 companies with foreign involvement. That number is going up. If your company is on the list, here is what they will look at.
Shareholder Structure
This is the first thing they check. They want to confirm that you and your Thai business partners each have a genuine stake in the company.
They look at the income and financial capacity of each partner. If someone on a 30,000 baht salary holds shares worth 1.5 million baht, that raises questions. They want to see that everyone involved had the financial means to make their investment.
They also look at patterns. If the same individuals appear as partners in multiple foreign-linked companies, that stands out. If the shareholding is exactly 51/49, that stands out too. These are common structures, and regulators know it.
Capital and Funding
Registered capital is a number on paper. Authorities want to see that the money actually moved.
They check bank statements. They check whether each shareholder transferred their portion of the capital into the company account. They look for the source of funds and whether the amounts match the shareholding percentages.
Many companies have registered capital of 2 million baht but no clear trail showing how it was paid in. If you cannot produce bank records and transfer documents, you have a problem.
Business Operations
They look at whether the company has real operations. Revenue, employees, a physical office, clients. A company with 2 million baht in capital and no revenue after two years raises questions.
They also check whether one partner is running everything alone. If the foreign partner makes all the decisions, signs all the contracts, and controls the bank account while the Thai partners have no involvement, that raises serious compliance concerns.
Documentation
This is where most companies fall short. Authorities check for shareholders agreements, board meeting minutes, capital contribution records, and director appointment documents.
Most companies set up through registration firms do not have these. They have articles of association and a registration certificate. That is it. Everything else is missing.
When regulators ask for documentation and you have nothing to show, the assumption is not in your favour.
What Happens Next
If your company flags multiple items on their checklist, the case gets escalated. It goes from the DBD to the DSI. The DSI has enforcement power. They investigate nominee structures and refer cases for prosecution under the Foreign Business Act.
Penalties range from fines to imprisonment. More commonly, the business gets shut down or forced into an expensive restructuring under pressure.
The time to fix these issues is before anyone comes looking. Once you are in the system, the process is slow, expensive, and unpredictable.
Proviso reviews your company against the same criteria regulators use. We identify the gaps and fix them before they become a problem. If you want to know where your company stands, contact us.