DBD Order 2/2568 Replaces the Bank Balance Certificate With a 3-Month Statement Trail

The Department of Business Development issued Order No. 2/2568 on December 1, 2025, and it took effect January 1, 2026. The order changes a single, specific step in Thai company registration: how a Thai shareholder proves the money behind their subscribed shares is real. Where a registrar previously accepted a simple bank balance certificate, a one-day snapshot showing a given account held a given sum on a given date, the order now requires three months of bank statements, counting back from the date the shareholder actually paid for their shares. For a foreign investor building a company to hold a Thai FDA import license or a DTAM cannabis export or distribution license through a Thai-majority or mixed-shareholder structure, this changes how far in advance capital planning has to start.

Which Companies the Order Catches

Order 2/2568 does not apply to every new Thai company registration. It applies specifically to two trigger conditions. The first is any company in which foreign shareholders hold less than 50% of registered capital, meaning any company with a Thai majority or Thai-only shareholder base where at least one foreign shareholder is present. The second, and the one worth reading twice, is any company with no foreign shareholders on the share register at all, but with a foreign authorized director who holds signing or binding authority over the company. That second condition means a company can be caught by this order even where every share is held by Thai nationals, if the person who can actually bind the company to contracts, open bank accounts, or direct its operations is a foreigner. Both conditions are aimed at the same underlying concern: a share register that looks Thai-controlled on paper but may not reflect who is genuinely funding or directing the business.

What Changed, Mechanically

Before this order, a Thai shareholder satisfying a registrar's capital-verification requirement could produce a bank balance certificate, a letter from their bank confirming a specific balance on a specific date, typically the date closest to submitting the registration paperwork. That certificate proves nothing about where the money came from or how long it had been there. A balance can be topped up the morning before the certificate is pulled and drawn back down the day after, and the certificate itself would show nothing unusual, because it only captures a single instant.

Order 2/2568 replaces that snapshot with a trail. A Thai shareholder in a covered company must now produce three months of actual bank statements, counting back from the date they paid for their subscribed shares, not from the date the registration paperwork is filed or the certificate is requested. Three months of transaction history shows deposits, withdrawals, and the underlying pattern of the account, in a way a single balance figure cannot. A large deposit that appears once, a day or two before the share-subscription payment, with no matching history of income or savings behind it, is now visible in the statement in a way it was invisible in a balance certificate. This is a documentary change with a specific purpose: closing a loophole where a Thai shareholder's paper capital contribution could be manufactured just long enough to satisfy a registrar, even where a foreign investor was, in substance, the real source of those funds.

Why the Loophole Mattered

The bank balance certificate was never a strong proof of anything beyond a moment-in-time number, but it had functioned as the de facto standard for years because it was easy to obtain and easy for a registrar to check off a checklist. Its weakness was structural: a certificate answers "does this account hold this much money today," not "did this shareholder genuinely accumulate or earn this money on their own." A foreign investor arranging a nominee-adjacent structure, whether deliberately or through an intermediary's informal advice, could route funds to a Thai shareholder's account shortly before the certificate date, obtain a clean-looking certificate, and have the Thai shareholder's "capital contribution" reflect money that never actually belonged to them in any meaningful sense. The three-month statement requirement does not eliminate every way to manufacture the appearance of genuine capital, but it materially raises the bar: a fabricated funding trail now has to hold up across three months of real banking activity rather than a single date, and that is a harder thing to construct convincingly, particularly once a registrar is looking for it.

The Direct Implication for Capital Planning

For a foreign investor structuring a Thai entity specifically to hold a Thai FDA or DTAM cannabis license, where the ownership structure includes a Thai shareholder holding 51% or more, or where the structure has no foreign shareholder but does have a foreign director with signing authority, this order has one clear practical consequence: the Thai shareholder's funds need to be in place, and traceable, three months before the date they pay for their shares. A same-day or same-week deposit specifically for the purpose of registration will now show up exactly as what it is in the bank statement a registrar reviews. That means capital planning for a new entity has to move earlier in the formation timeline than it may have in the past. A Thai shareholder who will genuinely fund and hold a meaningful stake in the license-holding entity should have that capital sitting in their own account, accumulating a normal transaction history, well before the company's registration date is set, not scrambled together once the registration date is already fixed.

This order sits alongside, and works toward the same underlying goal as, DBD Order 1/2569, effective April 1, 2026, which introduced a broader "actual control" test applied at every subsequent corporate filing, not just at initial registration, and requires its own Written Confirmation of Investment backed by source-of-funds evidence. Order 2/2568 is the earlier, narrower instrument, focused specifically on the capital-verification step at registration; Order 1/2569 extends similar scrutiny across the company's entire life. A foreign investor evaluating either order in isolation is missing half the picture: together, they represent a coordinated tightening of exactly the same nominee-structure risk from two different angles, one at the moment of formation, one at every moment afterward.

The Foreign Director Trigger Deserves Its Own Attention

The second trigger condition, a company with no foreign shareholders but a foreign authorized director holding signing or binding authority, is easy to overlook precisely because it does not involve any foreign name on the share register at all. A foreign investor advising a wholly Thai-owned company, perhaps a joint venture partner, a licensed distributor, or a locally incorporated affiliate where the foreign party sits on the board rather than the cap table, might reasonably assume that structure falls outside any foreign-ownership scrutiny, since no foreigner holds a single share. Order 2/2568 does not treat director-level foreign control as outside its scope. If the foreign party can sign contracts, bind the company, or direct its operations as an authorized director, the same three-month bank statement requirement now applies to the Thai shareholders behind that company, exactly as if a foreign shareholder were present on the register. This closes a structuring option some investors may have used deliberately, keeping share ownership entirely Thai while retaining operational control through a director appointment, and it means a foreign investor evaluating this kind of structure for a Thai FDA or DTAM license-holding entity should assume the same capital-verification standard applies regardless of whether they appear as a shareholder or only as a director.

What to Do About It

A foreign investor planning a mixed-ownership or Thai-majority entity to hold a regulated license should treat the three-month bank statement requirement as a scheduling constraint, not a paperwork formality to handle at the last minute. That means identifying the genuine Thai shareholder early, confirming their capital is real and already sitting in their own account, and building the formation timeline around that three-month window rather than discovering the requirement only when a registrar rejects a same-week balance certificate. Getting this sequencing right from the start is part of how DeeMED structures Thai company formation for foreign investors seeking a Thai FDA, DTAM cannabis, or hazardous-substance license, where the ownership structure has to hold up to exactly this kind of scrutiny from day one.