Thai Company & Nominee Risks 2026

TL;DR

Can a foreigner buy property in Thailand through a Thai company?

Only through a genuine company. A Thai company can own land if foreigners hold at most 49% of its capital and are fewer than half its shareholders (Land Code s.97). Thai shareholders who only lend their names make it a nominee structure: illegal, punishable by up to two years in prison, and the land can be ordered sold.

maximum foreign capital in a land-owning Thai company

49%

maximum prison term under Land Code ss.111–113

2 years

maximum fine under Foreign Business Act s.36

฿1 million

plots targeted for forced sale on 19 October 2026

2,360

For decades, “set up a Thai company” was a common answer to foreigners who wanted a Phuket villa on its own land. Many of those companies had Thai shareholders who never invested a baht, signed undated share transfers and had no say in anything. Those structures were always illegal; what changed in 2026 is that the Interior Ministry, the Department of Lands, the Department of Business Development (DBD) and the Department of Special Investigation (DSI) now check them systematically. The rest of this guide explains the law, the enforcement and the lawful alternatives.

Land Code

What does Thai law say about companies, nominees and land?

Land Code section 86 bars foreigners from owning land except under a treaty or specific exception, and sections 97–98 treat a Thai company as foreign if foreigners hold over 49% of its capital or are more than half its shareholders. Holding land for a foreigner is a crime (ss.111–113), and the land must be sold.

The Land Code looks at substance, not paperwork. A company can be 51% Thai on its share register and still be a nominee vehicle if the Thai shareholders did not pay for their shares, receive no dividends, sign blank share transfers or simply follow the foreigner’s instructions. Officials ask whose money bought the land and who really controls the company.

The legal owner of nominee-held land is the nominee or the company — not you. If the arrangement unravels, you have no title to rely on, and an agreement that hides your interest is void. That is the core risk: you can lose the property and the money at the same time.

Foreign Business Act

What does the Foreign Business Act add?

The Foreign Business Act B.E. 2542 controls which businesses foreign-owned companies may run. It treats a company as foreign when foreigners hold 50% or more of its capital, and section 36 punishes Thais who act as nominees — and the foreigners who use them — with up to three years in prison and fines of ฿100,000 to ฿1 million.

Dealing in land is on List 1 of the Act, closed to foreign businesses altogether. Most service businesses, including renting out villas or managing a holiday rental business, sit on List 3 and need a Foreign Business Licence if the company is foreign. That is why many Phuket rental and tour companies were set up with Thai nominees — and why they are now a priority target.

Under section 36, the Thai nominee and the foreigner who uses them face imprisonment of up to three years, a fine of ฿100,000 to ฿1,000,000, or both. The court can order the arrangement to stop, with daily fines of ฿10,000 to ฿50,000 for continued breach, and directors of a company that commits the offence can be held personally liable.

Land Office checks

How does the Land Department scrutinise company purchases?

A Department of Lands circular dated 15 May 2026 requires enhanced checks when a buyer pays ฿2 million or more in cash, when the property is appraised at ฿5 million or more, or when a Thai company has foreign shareholders or directors. Officials examine the source of funds, income and occupation of the Thai shareholders.

Land offices must review companies with mixed Thai–foreign ownership every month and report to the Department of Lands every quarter, and every province has set up an inspection committee bringing together land, administrative and commerce officials. If the circumstances suggest the land is held for a foreigner, the file goes to the Interior Minister for action under the Land Code. These circulars create no new law: they apply the existing ban more strictly.

The crackdown

What has happened in the 2023–2026 nominee crackdowns?

Enforcement has escalated in three years: DSI cases against Phuket firms arranging nominees in 2023, a nationwide campaign from November 2024, then in 2026 Land Office circulars, raids in Phuket, Krabi and Phang Nga, DBD checks on Thai shareholders and, on 19 October 2026, an operation to force the sale of 2,360 plots held through 1,397 Thai nominees.

The enforcement is not limited to Phuket: on Koh Samui, 875 of 8,254 companies with foreign shareholders were flagged, and in Krabi officials alleged in July 2026 that a foreigner controlled 22 plots on Ko Pho through layered companies. For property owners, the message is the same everywhere: if a structure only works because the Thai shareholders are not real, assume it will be examined.

If it goes wrong

What happens if your property is held through a nominee?

The worst case is losing the property and your money together: the Director-General can order the land sold within 180 days to one year, the Thai nominee and the foreigner face criminal charges, and any side agreement protecting you is void. Banks, buyers and their lawyers also refuse such structures, so the asset becomes hard to sell or refinance.

Legal alternatives

What are the legal alternatives to a nominee company?

Foreigners have lawful options: a freehold condo within the 49% quota, a registered 30-year land lease with a superficies to own the house, a usufruct or a Thai spouse’s property, a genuine Thai company with real partners, a BOI-promoted company for its activity, or the ฿40 million route of section 96 bis.

The US–Thai Treaty of Amity lets American-owned companies run most businesses, but it does not allow land ownership. For most villa buyers in Phuket, the realistic choice is between a freehold condo and a well-drafted leasehold villa; our leasehold vs freehold guide explains how to price and protect a lease, and our building guide covers the superficies.

Already in a company?

Already own a villa through a Thai company? Your options

Act early but carefully. Have an independent Thai lawyer audit the company: who paid for the shares, what the company does and what documents exist. Depending on the result, the options are to make the company genuinely compliant, convert to a registered lease and superficies, transfer to an eligible Thai owner, or sell while you still can.

Red flags

Red flags checklist before you sign

Walk away, or get a second legal opinion, if a seller, developer or adviser proposes any of the following. Each is a typical sign of a nominee structure that the Land Office, the DBD or the DSI now look for, and each can leave you with an unenforceable right to a property you paid for in full.

With Empire Estates

How we help you buy without nominee risk

We do not sell properties through nominee structures. On every listing we state the tenure — condo freehold, Thai quota, leasehold or company — and we introduce independent Thai lawyers who check the structure before you commit. If a property is only available through a company, we tell you why and what your lawyer needs to see.