A foreign name on a share register is not what makes a company a nominee arrangement. Neither is a Thai majority by headcount. The Foreign Business Act turns on something the register doesn’t show: who actually put up the capital, who controls the company, and whether the Thai shareholders hold a genuine economic interest. That’s the distinction the June 2026 operation turned on, and it’s the one that matters if you own — or are about to buy — through a Thai company.
What the register shows, and what it hides
Thai law caps foreign ownership of most companies at 49% of the shares. On paper, a company with 51% Thai shareholders looks compliant. But the June operation’s own tables separated two very different things: companies flagged as showing nominee characteristics, and landholding companies that simply had more foreign than Thai shareholders by headcount. The second group isn’t automatically illegal — a headcount majority says nothing about who supplied the money or who runs the company. Shares can be held; capital and control are what the law reads.
The three questions that actually decide it
Authorities — and, ultimately, a court — look past the register to the substance of the arrangement:
- Capital. Did the Thai shareholders contribute real investment funds of their own, or was their stake financed by the foreign party? The government accounts from June describe exactly this line of inquiry: examining whether Thai shareholders “supplied genuine investment capital.”
- Control. Who directs the company — its finances, its decisions, its land? A Thai majority that never exercises control, with a foreign minority holding the real levers (through director powers, loan agreements, or preferential-vote shares), points toward a nominee structure.
- Economic interest. Do the Thai shareholders actually stand to gain or lose, or are they employees, relatives, or names holding shares on behalf of the foreign controller? The June accounts describe finding Thai shareholders who “appeared to be employees or relatives holding shares for foreign controllers.”
Fail these and a 51%-Thai company can still be a nominee arrangement. Pass them and a company with foreign involvement can be entirely legitimate — a real operating business with genuine Thai partners.
Why a risk flag isn’t a conviction
The separate Phuket database screen that flagged 632 higher-risk firms did so on registry characteristics, not on proof. A flag is a reason to look, not a finding of guilt. Establishing an actual nominee arrangement requires evidence on the three questions above, tested in the applicable legal process — searches, warrants, and arrests are stages in that process, not its conclusion. What the public records from June establish is the line of inquiry, not company-by-company outcomes.
What this means if you hold or plan a Thai company
If you own a villa through a Thai company, the honest test isn’t “is my paperwork 51/49?” — it’s “would this structure survive the capital, control, and economic-interest questions?” A structure built only to look compliant on the register is the fragile kind. For the full background on how Thai-company property ownership works and where nominee risk sits, see our guide to Thai-company property ownership and nominee risk, and for the alternatives, the ways a foreigner can hold Thai property. This article explains the general distinction; it is not legal advice on any specific company — that needs independent counsel with your actual documents.