Date: August 12, 2026

Are nominee shareholders illegal in Thailand?

Yes, the use of nominee shareholders is illegal under the Foreign Business Act. A Thai nominee shareholder is someone who holds shares in name only to help a foreign investor get around Thailand’s ownership rules. They are not the real owner and have no genuine control of the company.

What We See In Practice

Someone told me they can provide Thai shareholders for my company. Is that okay?

WHAT CLIENTS ASK US

Many of the most popular business activities for foreign investors are restricted under Thailand’s foreign ownership rules, so it is not unusual for investors to look for Thai shareholders. There is nothing wrong with having a genuine Thai business partner. The problem is when Thai shareholders are included in name only while the foreign investor is the real owner. These types of arrangements are illegal and any Thai partner should be able to show genuine involvement in the company. Before setting up a company, it is worth checking whether your business can be structured to allow greater foreign ownership legally.

A nominee shareholder is someone who is listed as a shareholder but is not the real owner of the shares. They do not genuinely invest in the company, have any real control over it, or benefit from owning the shares. Instead, they hold the shares on behalf of a foreign investor so the company appears to meet Thailand’s foreign ownership rules. This is very different from a genuine Thai business partner who invests their own money, shares the risks and rewards of the business, and exercises the rights of a shareholder.

The Thai authorities have been paying much closer attention to nominee shareholder arrangements in recent years. If the people listed as shareholders are not the real owners of the business, both the foreign investor and the nominee can face serious consequences, including substantial fines, imprisonment, and, in some cases, the loss of licences or permission to operate. Before setting up a company, it is worth checking whether your business is actually restricted and, if it is, whether there is a legal alternative, such as BOI promotion or a Foreign Business Licence.

Author: Vincent Birot

Vincent Birot is a French-trained international business lawyer based in Bangkok. He holds a Master’s degree in International Business Law from La Sorbonne and an LL.M in International Commercial Law from the University of Exeter (UK), and has passed the Paris Bar examination. He is the Founder of Belaws, a one-stop platform for legal and corporate matters, facilitating access to trusted legal and business professionals who deliver compliant, practical solutions aligned with local laws and on-the-ground realities. He has advised foreign investors for over 10 years on corporate structuring, BOI promotion, cross-border tax, and regulatory compliance in Thailand. He previously served as Vice President of the Franco-Thai Chamber of Commerce and is a founding member of French Tech Bangkok.