Senator proposes full foreign ownership to eliminate nominee structures and convert grey capital
A member of the Thailand Senate has called for a fundamental rewrite of the country's foreign investment rules, arguing that allowing 100% foreign ownership would end the widespread use of Thai nominees and bring unofficial funds into the legal economy.
Senator Prathum Wongsawat of Chonburi presented the proposal during a Senate session on 1 September 2026, positioning it as a direct solution to the persistent problem of "grey capital" — funds that circulate outside official channels.
The nominee problem
Current law requires Thai shareholders to hold at least 51% of a company in most sectors, with foreign investors capped at 49%. Senator Prathum argued this structure creates an obvious loophole: when all the capital comes from abroad but ownership must remain majority-Thai, investors concoct workarounds.
The result is a sprawling network of nominee arrangements — Thai nationals who hold shares on paper while foreign backers retain actual control. This generates grey capital flows that evade taxes, require falsified personal data, and create opportunities for officials to solicit improper payments.
Senator Prathum said the government should "have the courage" to align the law with investment reality. If foreigners provide 100% of the capital, they should be permitted to hold 100% of the shares — converting grey capital to "white capital" from the start.
What this would change for Thailand
The Foreign Business Act of 1999 governs which sectors foreign investors can enter and what share they may hold. Under the current framework, foreigners who want full control must either seek specific exemptions or structure their operations through nominees — a practice that is illegal but difficult to prove.
Senator Prathum's proposal includes a second element: clear investment thresholds that would grant foreign investors residency or nationality rights, aimed at closing avenues for interference and corruption.
No official response has come from the Thailand Cabinet or the Bank of Thailand regarding the senator's proposal. However, several agencies have already taken steps in this direction:
• The Department of Business Development under the Thailand Ministry of Commerce began enforcing stricter nominee rules on 1 April 2026, requiring shareholders and directors to submit letters confirming real investment.
• The Thailand Board of Investment continues promoting foreign investment through its BOI to IPO initiative, with ownership rules varying by business type.
• The Thai Bankers' Association is preparing central standards for financial institutions to verify nationality, passport status, shareholding structures, and beneficial owners — a direct effort to block grey capital.
The regional context
Several economies open to full foreign ownership — including Singapore, the United Arab Emirates, Germany, and Australia — have attracted substantial foreign direct investment without the complications of nominee arrangements.
In Thailand, the Cabinet on 8 September 2026 endorsed the ninth protocol on ASEAN financial services liberalization. However, Thailand retained its foreign ownership cap at 49% for payment and remittance services, even though domestic law permits up to 75%.
Senators have previously suggested similar full-ownership frameworks as a straightforward method to eliminate nominees, but none have advanced into law.
What happens next
The proposal remains at the discussion stage. For residents and investors in Thailand, a shift to full foreign ownership would mean:
• Foreign investors could establish businesses without seeking Thai partners or constructing nominee structures.
• Transparency would increase, as company registrations would reflect actual ownership and capital sources.
• Thai small and medium enterprises could face stiffer competition from foreign firms with greater capital and technology.
Senator Prathum's core argument is that the current restrictions incentivize the very corruption and capital concealment they were meant to prevent. A transparent system, she contends, would start with the law matching reality.
