DBD's 2026 source-of-funds rules: what Orders 2/2568 and 1/2569 require when you set up or change a Thai property-holding company

What extra paperwork does the DBD now demand when you set up or amend a Thai company that will hold property? Two orders, issued back to back, cover the two moments that matter: incorporation and amendment. DBD Order No. 2/2568, effective 1 January 2026, applies at incorporation. DBD Order No. 1/2569, effective 1 April 2026, applies to later changes. Together they replace a 2012 framework that only required a basic bank-issued financial certificate — a document a shareholder could obtain without ever showing where the money actually came from.

Order 2/2568 — at incorporation (since 1 January 2026)

• Who it applies to — any limited company or partnership where foreigners hold less than 50% of registered capital (the standard 49/51 structure), and separately, any company with no foreign shareholders at all but a foreign authorized director holding signing power.
• What must be produced — each Thai shareholder must submit personal bank statements covering at least the three months before their share-subscription payment date, from the specific account used to make that payment.
• What the registrar checks — the statements must show a withdrawal or transfer matching the exact amount and date of the share payment, demonstrating the capital was "seasoned" money genuinely belonging to the shareholder, not funds deposited shortly beforehand solely to pass the registration check.

Order 1/2569 — at amendment (since 1 April 2026)

• Trigger for partnerships — an amendment that drops the foreign partner's stake below 50% while no foreign managing partner is appointed.
• Trigger for limited companies — an amendment that, for the first time, makes a foreign national an authorized signatory or co-signatory, where previously all authorized signatories were Thai.
• What must be filed — the managing partner or authorized director must submit a signed Investment Confirmation Letter, on the DBD's prescribed form, confirming that all partners or shareholders genuinely invested their own capital and that no Thai national is acting as a nominee.
• What happens without it — the registrar will not process the amendment. The letter is a filing precondition, not an optional disclosure.

Why this specifically targets villa-holding companies

The classic Phangan structure — a company with a foreign director and Thai shareholders holding 51% on paper, formed for the sole purpose of letting a foreigner control land — sits directly inside both triggers. Order 2/2568 means that structure can no longer be formed with a same-day bank certificate; the shareholders must have three months of genuine transaction history behind them. Order 1/2569 means the company can't quietly add a foreign co-signatory, transfer shares, or restructure later without re-proving the same thing. See The Land Department's 2026 audit of existing landholding companies for how these filings feed the DBD's IBAS system, and A Thai company for property: when it makes sense, when it's toxic for when the 49/51 structure is still lawful.

Penalties for a false declaration

• Acting as a nominee (Foreign Business Act Sections 36–37): up to 3 years' imprisonment and/or a fine of ฿100,000–1,000,000, plus daily penalties of ฿10,000–50,000 for continuing violations.
• A false statement about shareholding made to the registrar: up to 6 months' imprisonment and/or a ฿10,000 fine.
• Filing a false entry in the public company register: up to 3 years' imprisonment and/or a ฿60,000 fine.

If you already hold property through a 49/51 company and haven't filed anything since these orders took effect, the company's paperwork has not yet been tested against the current standard. Compiling the bank-statement trail now, before an amendment or a routine review forces the issue, is far cheaper than trying to reconstruct three months of transaction history on demand.