Fact-checked by Barrister Garn Tuntasatityanond, Barrister-at-Law and licensed Thai lawyer (Thailand Lawyer Licence No. 3417/2553), on 9 November 2026.
Watch EP 453: Does 51% Thai ownership guarantee a Non-B extension?
Barrister Garn explains the ordinary business-extension checks, including staffing and capital, and why the applicable route and exceptions matter. Watch EP 453 on YouTube.
Key takeaways
- Company registration, permission to stay and permission to work are separate legal questions.
- Immigration Bureau Order 122/2569 replaces the business criteria in case 2.1 of Order 12/2568. An older checklist may not contain the current wording.
- DBD Order 2/2569 distinguishes incorporation from specified later amendments; it does not impose the same bank-document requirement on every corporate change.
- The ordinary business route uses a four-Thai-staff-to-one-foreigner test, with specified exceptions and separate routes.
- Start a corporate and immigration review 60–90 days before expiry as a planning measure, then confirm the actual filing window with the responsible office.
Does having 51% Thai shareholders make a company suitable for Non-B renewal?
No automatic conclusion follows from that percentage. Under section 4 of the Foreign Business Act B.E. 2542 (1999), the statutory definition of a foreigner includes specified Thai-registered entities with at least half their capital held or invested by foreigners. Section 36 separately addresses prohibited assistance and holding shares on behalf of foreigners to evade or breach the Act. Whether the actual business needs a licence or benefits from an exception also requires examination. Foreign Business Act, sections 4 and 36 (OCS).
A genuine Thai-majority joint venture and an arrangement using nominal Thai shareholders require different analysis. A shareholder list is useful evidence, but it does not explain by itself who paid for shares, what was agreed, or how the business operates. Likewise, a DBD registration does not establish that an employee satisfies Immigration’s extension criteria.
Which Immigration rules should an employer use?
Section 35 of the Immigration Act B.E. 2522 (1979) provides the statutory framework for temporary permission to stay and extensions. The specific application route and supporting rules must then be identified. This article concentrates on ordinary employment in a company or partnership under business necessity, rather than treating every Non-B holder alike. Immigration Act, section 35 (OCS).
Immigration Bureau Order 122/2569, dated and effective 28 May 2026, replaces case 2.1 of the table attached to Order 12/2568. For the ordinary business route in part A, the published text requires the appropriate non-immigrant status, income under the applicable table, registered paid-up capital of at least THB 2 million, audited financial statements for the preceding financial year demonstrating a real and continuing business, and one foreigner to four permanent Thai employees. Each grant is for up to one year. Order 122/2569, case 2.1 A, Royal Gazette.
Specified representative offices, regional offices and multinational-company branches receive exceptions to the capital and financial-statement tests and a one-to-one staffing ratio. Part B provides separate criteria for qualifying targeted industries and startups. Eligibility for these provisions must be established; a company should not apply an exception simply because its business description sounds similar. Order 122/2569, case 2.1 A(6) and B.
The ordinary route refers to an annexed income table. The Gazette copy reviewed for this article does not reproduce annexes A–C. We therefore do not present the salary figures from an older checklist as a verified current nationality table. Confirm the applicable income threshold and supporting annex with the responsible Immigration office before setting payroll or filing.
What changed under DBD Order 2/2569?
The Central Partnership and Company Registration Office’s Order 2/2569 took effect on 1 August 2026. At incorporation, clauses 2–3 cover the specified cases involving foreign investment below 50%, or no foreign shareholders but a foreign director authorized to sign or jointly bind the company. They require the prescribed investment explanation and bank evidence. DBD Order 2/2569, clauses 2–3.
For each relevant Thai investor, the bank-issued statement must cover the specified three-month lookback from payment and show a withdrawal or transfer consistent with the amount and payment date. The order also requires bank evidence of the receipt of investment funds by the managing partner or director who received them, with an additional three-month requirement in the circumstances stated in clause 3. This is more precise than saying that every buyer and seller must always produce identical statements.
Later amendments have their own triggers. Clause 4 requires an investment confirmation for specified partnership changes introducing the relevant foreign participation, and company changes introducing a foreign authorized or joint signatory where the authorized signatories had previously all been Thai. Clause 5 adds an investment explanation and bank evidence when an entity incorporated from the effective date makes a qualifying clause 4 amendment within its first year. Do not describe these provisions as a blanket rule covering every share transfer, capital change or director change. DBD Order 2/2569, clauses 4–6.
Five sets of records to reconcile before renewal
1. Ownership, investment payments and corporate records
Review the current shareholder list, relevant share records, paid-up capital, company certificate and signing authority. Where a DBD filing triggers Order 2/2569, identify the correct explanation or confirmation form and the required bank records. Reconcile amounts, dates, payer and recipient. Explain legitimate discrepancies with evidence rather than creating a paper trail after the event.
2. Employment, payroll and tax payments
The ordinary business document list in Order 122/2569 includes company withholding-tax returns for the latest three months naming the employees and foreign applicant, with payment receipts. It also calls for the applicant’s latest personal income-tax return and receipt, if any. Review these against employment contracts, actual payroll payments and the applicable income requirement. Order 122/2569, case 2.1 A, document items 8–9.
Keep genuine Thai-staff employment and relevant social-security records available to substantiate the staffing position. Confirm the current local checklist and any additional requirements. This practical reconciliation does not depend on assuming that all agencies operate a single, fully integrated database.
3. Accounts and evidence of continuing business
Review the financial statements, revenue records, contracts, invoices and tax filings together. The order requires the latest balance sheet and profit-and-loss statement; its eligibility test addresses the preceding year’s audited financial statements and real, continuing operation. A corporate income-tax return, P.N.D.50, is a separate document, not another name for audited accounts. Order 122/2569, case 2.1 A(4) and document item 7; Revenue Department P.N.D.50 form.
4. Workplace, occupancy rights and business licences
Order 122/2569 expressly lists a workplace map and photographs of the premises inside and outside while open. It also requires any business licence legally needed for the activity. Check that the address, actual work location and supporting occupancy documents tell a consistent story. Photographs should show the real operation. Order 122/2569, case 2.1 A, document items 10 and 13.
A separate DBD measure, Order 4/2568, requires additional consent and evidence of the right to use the head-office location where the specified registration involves an address already used by at least five registered partnerships or limited companies. That rule does not itself declare every shared office or co-working arrangement unlawful. The actual right to occupy and the suitability of the premises for the application still matter. DBD Order 4/2568, clauses 1–2.
5. Immigration status and work authorization
Check the permission-to-stay expiry date, work-permit validity and any change of workplace or employer. Section 8 of the Emergency Decree on Managing the Work of Aliens B.E. 2560 (2017), as amended, prohibits working without a permit or beyond the work entitlement in breach of the Decree. A successful company filing or an extension of stay should not be treated as a substitute for work authorization. Work of Aliens Emergency Decree, section 8 (OCS).
For the ordinary business route, Order 122/2569 lists the work permit or the specified application receipt when changing workplace while the permit remains valid, subject to the stated legal exception. A bank confirmation letter is not a universally named requirement in this published list. Establish the exact purpose and local requirement before treating a delayed bank letter as an automatic immigration refusal. Order 122/2569, case 2.1 A, document items 4 and 11.
Why start a review 60–90 days before expiry?
This is our planning recommendation, not a statutory filing deadline. It allows time to identify the correct route, obtain certified records, reconcile payroll and accounts, and address genuine issues with the accountant or responsible agency. Confirm the permitted filing window separately. Do not backdate payments, fabricate employees or alter records to create an appearance of eligibility.
A useful review ends with a list of missing evidence, the person responsible for each item and the date it is needed. Where the company cannot meet the applicable conditions, obtain advice on lawful options before the employee’s permission expires.
Frequently asked questions
Does 51% Thai shareholding guarantee a Non-B extension?
No. Shareholding, lawful business activity, permission to stay and permission to work require separate examination. The applicable business-extension criteria also address income, capital, accounts, staffing and supporting documents.
Does every company amendment require three months of bank statements?
No blanket rule should be assumed. DBD Order 2/2569 distinguishes incorporation under clauses 2–3 from specified amendments under clause 4 and the additional first-year requirements in clause 5.
Must every foreign worker have four Thai colleagues?
The ordinary business-extension route in case 2.1 A uses a one-to-four foreign-to-Thai staffing ratio. The order provides specified exceptions and separate criteria for qualifying activities. Identify the actual extension route rather than applying that ratio to every foreign worker.
Are co-working spaces automatically unacceptable?
The DBD shared-address rule does not itself ban all co-working spaces. Occupancy rights, actual business operations and the evidence required for the specific registration and immigration application must be examined.
When should our company begin preparing?
We recommend a review 60–90 days before permission to stay expires. This is preparation time, not a universal filing window. Confirm the filing period and current document checklist with the responsible office.
The FAQ answers above should be read with Immigration Bureau Order 122/2569, DBD Order 2/2569 and DBD Order 4/2568.
Corporate and immigration review for your business
Siam Center Law Group can assess the relevant ownership, employment and immigration documents and identify issues requiring correction or further evidence. For a related discussion, read our article on side agreements in Thai 51:49 companies, or contact the firm to discuss the scope of a review.
This article provides general information reviewed on 9 November 2026. It is not a guarantee of an extension, work permit or registration. Eligibility, applicable exceptions and additional documents depend on the actual business, application route and current official requirements.
