Introduction :
Thailand is looking to improve its anti-money laundering laws with proposed amendments to the Anti-Money Laundering Act B.E. 2542 (1999). The draft legislation looks to address the long standing issues resulting from the misuse of nominee arrangements and corruption.
The amendment has been designed to improve the enforcement options authorities can use against individuals or entities acting on behalf of foreign nationals to illegally engage in business activities that are restricted or prohibited under Thai law.
In this blog post we will take a look at the key features of the amendment and how it may affect businesses in Thailand.
Points clés
- Thailand is amending its Anti-Money Laundering Act to target nominee arrangements used by foreigners to illegally operate businesses restricted under Thai law.
- The amendment defines acting as a nominee for foreign nationals as a predicate offense for money laundering, which includes holding shares or pretending a business is Thai-owned.
- Authorities will gain expanded asset seizure powers targeting both direct offenders and those supporting illegal business structures.
- Both Thai nationals and foreigners involved in nominee arrangements could face penalties including asset forfeiture, imprisonment, and business dissolution.
- The amendments aim to enhance business transparency, protect legitimate Thai businesses, and align with international anti-money laundering standards.
What are the Key Changes in the Anti-Money Laundering Act Amendment?
Thailand is increasing its efforts to reduce money laundering by closing legal loopholes that allow foreign nationals to operate unauthorized businesses through the use of nominee shareholders.
The proposed updates to the legislation, which is currently being reviewed by the Council of State, introduces significant changes that are designed to improve Thai regulatory compliance.
Expanded Definitions of Offenses
The draft amendments propose introducing “predicate offenses”. Predicate offenses are specific crimes that can lead to more serious criminal activities. The amendments specify that the following acts will be considered predicate offenses:
Bribery
Giving, offering, or promising assets or benefits to public officials, whether Thai, foreign, or officials of international organizations to influence their actions.
Acting as a nominee
Assisting or supporting a foreign national who is not legally allowed to operate a business, such as by jointly running a business under the pretense that it is owned solely by a Thai national, or holding shares on behalf of the foreign national to bypass legal requirements under the Foreign Business Act.
New Definitions for Describing Nominees
One of the most important changes is the formal recognition of acting as a nominee as a money laundering offense.
The draft amendment defines a nominee as:
- Assisting or supporting a foreign national who is not legally allowed to operate a business.
- Holding shares on behalf of a foreigner in a company to avoid the restrictions of the Foreign Business Act.
- Engaging in joint operations with a foreigner while pretending the business is solely Thai-owned.
Expanded Asset Seizure Powers
Under the draft amendment, the Anti-Money Laundering Office (Amlo) will have wider asset seizure powers. Authorities will be allowed to seize assets from both individuals who directly commit money laundering offenses, and those who support, facilitate, or act on behalf of offenders. This includes foreigners and those acting as nominees for foreign nationals operating businesses that are not legal under the Foreign Business Act.
Legal Consequences for Thai and Foreign Offenders
These new and improved definitions are important because under the proposed draft amendments, both Thai nationals/juristic persons and foreign nationals who undertake any of the activities above, will be liable for committing a predicate offense under the Anti-Money Laundering Act.
The penalties that could be enforced as a result of committing an AMLA offence include asset forfeiture, potential imprisonment, and dissolution of businesses found to be structured in violation of the law.
What are the Reasons Behind the Amendment?
This amendment is focused on addressing and removing the long standing issues related to nominee shareholders, foreign ownership, and lack of corporate transparency.
Protecting Thai Businesses and Individuals
The amendments show a significant effort by Thai authorities to eliminate the use of nominee shareholders as a way to avoid the restrictions of the Foreign Business Act. By taking a stricter approach on illegal foreign ownership in restricted sectors, Thailand hopes to protect Thai businesses.
Enhancing Business Transparency
These amendments aim to improve business transparency in Thailand by requiring clearer identification of beneficial owners and actual controllers of companies. This aligns with international best practices and supports Thailand’s compliance with standards set by organizations such as the Financial Action Task Force (FATF).
Preventing Money Laundering Through Nominee Arrangements
The main goal of the amendment is to address the misuse of nominee arrangements used to hide beneficial ownership and allow money laundering. By removing the ability for nominee businesses to operate, the Thai government hopes to close loopholes that are being used for money laundering.
Implementation Timeline
The draft was published for public consultation on March 13, 2024 until April 25th, 2025, by the Anti-Money Laundering Office. Groups, including legal professionals, business operators, and foreign chambers of commerce, were invited to submit feedback before the amendment moves onto the next stage legislative process.
After the consultation, the draft will be reviewed by the Council of State, submitted to the Cabinet, and then presented to Parliament. If the amendment passes all these stages, it will become legally binding and enforced by Amlo and other relevant authorities. This ensures that the funds are used for public or charitable purposes and not for personal gain.
What Does this Mean for Businesses in Thailand?
The revisions to Thailand’s Anti-Money Laundering Act will have significant consequences for how certain foreign businesses operate and structure their businesses in Thailand.
Over the past year, we have seen an increased effort by Thai authorities to remove nominee set ups in Thailand, for example the arrests made in Phuket last year. The amendments are set to provide the authorities with more power to take on businesses that hope to avoid the Foreign Business Act, such as the use of nominee shareholders.
Foreign investors who previously used Thai nationals to hold shares on their behalf, while maintaining actual control of the business, will now be in breach of both foreign business regulations and anti-money laundering laws.
Businesses that cannot justify their Thai shareholders as legitimate shareholders could face an audit or investigation into their ownership records. Those found to be using nominee structures could face asset seizures, the dissolution of their business, or even criminal prosecution.
To ensure the Thai shareholders of a company are not considered nominees, the company should be able show the following:
- If the company generates profits, dividends should be paid to the Thai shareholders, demonstrating their genuine financial participation in the company
- The Thai shareholder has invested directly into the company, with clear evidence of a bank transfer.
- The Thai shareholders have a financial and professional background that aligns with the company’s business activities, or at the very least, makes logical sense in the context of their involvement.
Nos réflexions
As of 2025 and moving forward, we expect increasingly rigorous enforcement of regulations concerning the use of Thai nominee shareholders. Thai authorities have demonstrated a clear commitment to closing long-standing loopholes, particularly those used by foreign nationals to bypass restrictions under the Foreign Business Act. Acting as a nominee, or supporting a nominee arrangement, is no longer just a regulatory issue, but a potential money laundering offense with serious legal consequences.
If you are unsure about how your current company structure would be viewed under this evolving regulatory framework, we strongly recommend speaking with a qualified legal advisor. A proper review of your corporate documents, shareholding structure, and fund flows should be conducted. Where necessary, restructuring can help ensure your company is compliant and defensible in the event of a regulatory review or investigation.
Where possible, foreign investors should prioritize 100% foreign ownership through approved channels, such as obtaining promotion from the Board of Investment (BOI) or applying for a Foreign Business License.
FAQs
What is nominee shareholding in Thailand and is it legal?
Nominee shareholding refers to Thai nationals holding shares on behalf of foreign investors to help them bypass the restrictions under the Foreign Business Act. Nominee shareholders are illegal in Thailand. Under the new anti-money laundering laws in Thailand (2025), such practices are now considered predicate offenses for money laundering, carrying serious penalties including asset seizure and criminal charges.
How to avoid using nominee shareholders in Thai company formation?
To avoid the risks associated with nominee shareholding, foreign investors should use legal structures that allow for transparent and compliant ownership. One of the most effective ways is to seek 100% foreign ownership through promotion from the Thailand Board of Investment (BOI), which can grant exemptions from restrictions under the Foreign Business Act, such as 100% foreign ownership.
Alternatively, businesses may apply for a Foreign Business License that allows them to operate in restricted sectors under the Foreign Business Act.
If entering a joint venture with Thai nationals, it is essential to ensure those partners are genuine investors with visible financial participation. Proper documentation showing capital contributions, shareholder decision-making authority, and profit-sharing should be maintained to avoid being categorized as a nominee business under Thai regulatory compliance standards.
What are the penalties for using Thai nominee shareholders?
The use of nominee shareholders can lead to severe penalties under Thai law, particularly with the new 2025 amendments to the Anti-Money Laundering Act. Both foreign nationals and Thai citizens involved in such arrangements may be charged with committing a predicate offense, which carries significant legal consequences. These include asset seizure by the Anti-Money Laundering Office (Amlo), criminal prosecution, and even the forced dissolution of the business.
Additionally, violations of the Foreign Business Act and misrepresentations made in corporate documents may lead to further sanctions under Department of Business Development (DBD) regulations.
How to get a Foreign Business License in Thailand instead of using nominees?
To obtain a Foreign Business License in Thailand, a foreign investor must make an application to the Ministry of Commerce. The applicant must demonstrate how the proposed business activity will benefit the Thai economy, for example this may include creating jobs for Thai nationals, bringing in advanced technology, or contributing to national development goals.
The business must also present clear evidence of financial capacity and a legitimate ownership structure. A properly prepared application includes a detailed business plan, company financials, and supporting documentation outlining how the foreign investor will comply with Thai business laws.
What are the new anti-money laundering laws in Thailand 2025?
The 2025 amendments to Thailand’s Anti-Money Laundering Act introduce a number of changes aimed at improving regulatory enforcement and eliminating nominee businesses. One of the most notable changes is the inclusion of nominee arrangements as predicate offenses, this means that simply acting as or assisting a nominee structure can now be considered money laundering.
The law expands Amlo’s powers to seize assets not only from direct offenders but also from individuals who assist or facilitate these illegal structures.
The changes also align Thailand’s legal framework with international money laundering prevention standards, ensuring greater business transparency and bolstering protection for legitimate Thai businesses against unfair competition from illegal foreign businesses.
How do Thai authorities investigate nominee shareholding structures?
Authorities such as the Department of Business Development (DBD) and Amlo investigate by:
- Auditing corporate shareholding structures and bank records.
- Tracing capital flows to verify shareholder funding sources.
Reviewing dividend payments to assess financial participation.
Investigating inconsistencies in shareholder backgrounds or unauthorized foreign operations.
What legal alternatives to nominee shareholding exist for foreigners in Thailand?
Foreigners have several legal alternatives to nominee arrangements when establishing a business in Thailand. One of the most common options is to apply for investment promotion through the Board of Investment (BOI), which offers 100% foreign ownership along with tax and operational incentives.
Another option is to apply for a Foreign Business License, which grants legal permission to engage in restricted activities under the Foreign Business Act.
Depending on their needs, foreign investors may also consider setting up a branch office, representative office, or regional office, each of which comes with its own set of rules and limitations.
Can Americans use nominee shareholders under the Treaty of Amity?
No, nominee shareholders are still illegal even under the U.S.-Thailand Treaty of Amity. While the treaty allows American citizens to own majority shares, including 100% foreign ownership in certain Thai businesses, they must still comply with money laundering prevention and transparency rules. Using Thai nationals as front shareholders without genuine ownership or control remains illegal.
What evidence do Thai shareholders need to show they are not nominees?
Thai shareholders must provide clear and convincing evidence to demonstrate that they are not acting as nominees for foreign investors. This includes showing proof of direct investment, typically in the form of bank transfer records or financial documentation that confirms the source of funds used to purchase shares. In addition, shareholders should have a background that logically aligns with the business’s nature, such as relevant work experience or financial capability.
Regular receipt of dividends and other forms of profit distribution also help prove that the shareholder is actively participating in and benefiting from the business. Without this evidence, the shareholder may be presumed to be a nominee.
How will the new money laundering amendments affect foreign businesses?
The 2025 amendments to Thailand’s Anti-Money Laundering Act will significantly impact how foreign businesses are structured and operated in the country. Companies relying on nominee arrangements to maintain majority control while avoiding the Foreign Business Act will now be exposed to heightened legal risk. Authorities will be empowered to investigate, audit, and seize assets from any business found to be in violation of the amended law.
As a result, foreign investors must re-evaluate their ownership structures and ensure they can demonstrate compliance with Thai business protection laws and money laundering prevention regulations.
Businesses that cannot justify the legitimacy of their Thai shareholders may face dissolution, criminal penalties, or the permanent loss of assets. Going forward, the safest route for foreign investors is to pursue transparent ownership through legal channels such as BOI promotion or a Foreign Business License.
Please note that this article is for information purposes only and does not constitute legal advice.
