New System to Expose Illegal Nominee Structures

The Thai government is stepping up efforts to combat illegal nominee structures. They will launch a powerful data-driven system. The system is called Intelligent Business Analysis System (IBAS) and is set to go live in August 2025. This marks a significant move to enforce the Foreign Business Act (FBA) and increase national economic security.

If your business in Thailand relies on Thai nominees to meet shareholding requirements, you are at serious risk.

What Is a Nominee Shareholder and Why Is It a Problem?

A nominee shareholder is a Thai individual or entity who holds shares on behalf of a foreigner, masking the true ownership of the company. This practice was once considered a “grey area.” Now, it is explicitly targeted by government enforcement agencies for violating foreign investment regulations.

What Is the IBAS System?

The IBAS (Intelligent Business Analysis System) is a big-data analytics platform developed by Thailand’s Ministry of Commerce. It is designed to:

Detect potential nominee companies
Map relationships between individuals and legal entities
Cross-reference information across government agencies

These agencies include:

Revenue Department
Customs Department
Land Department
Royal Thai Police
Anti-Money Laundering Office (AMLO)

With this level of integration, even fractional ownership by foreigners (0.001% – 49.99%) will be flagged and reviewed.

The Numbers: A National-Scale Investigation

Between September 2024 and May 2025, authorities have already:

Investigated 57,739 cases involving illegal goods and companies
Imposed 18.8 billion baht in import duties on under-declared items
Removed 14,976 illegal products from online platforms
Cracked down on 861 nominee-based businesses, with losses exceeding 15.3 billion baht

Now, authorities are preparing to inspect 46,918 high-risk entities suspected of having nominee structures. These reviews may take one month to one year, depending on the province and risk level.

Top 4 provinces under scrutiny:

Chonburi: 14,264 entities
Bangkok: 10,193 entities
Surat Thani: 7,096 entities
Phuket: 6,682 entities

Why Foreign Investors Should Be Concerned

If your Thai business uses nominee shareholders or operates without proper licensing (e.g., FBL – Foreign Business License), you could face:

Immediate audits
Fines and penalties
Criminal charges for fraud and false declarations
Suspension or revocation of business operations

Nominee structures are no longer a loophole—they are a legal liability.

What Should You Do Now?

Here are 3 immediate steps foreign investors should take:

1. Conduct a Shareholding Structure Audit

Review your company’s shareholder structure. Ensure that all foreign interests are transparent and legally declared.

2. Apply for an FBL or BOI Promotion

If your business falls under restricted categories, secure the necessary permissions through the Foreign Business License or Thailand BOI.

3. Work with a Local Compliance Advisor

Navigating Thai law alone can be risky. A professional team can help you assess risks, realign structures, and avoid penalties.

How WELLION Can Help

At WELLION, we specialize in helping foreign-owned businesses establish, restructure, and operate in Thailand legally. Our services include:

Legal restructuring for FBA compliance
Nominee risk assessment and dissolution
FBL and BOI applications
Due diligence and shareholder mapping

Get ahead of the crackdown—before the system gets ahead of you.