For decades, some foreign buyers used Thai limited companies to hold land. A company that falls outside Sections 97 and 98 and has genuine Thai investors may lawfully own land; a company in which Thai shareholders merely lend their names or hold shares for a foreigner is a different, prohibited arrangement. The legal result depends on the statutory tests and the substance of the investment, not a 51/49 split alone.
Nominee versions of the structure became common in parts of the Phuket villa market, while genuine operating companies continued to use land for real business activity. In 2026 the Department of Business Development (DBD) tightened registration evidence and authorities conducted new investigations in Phuket and the Andaman provinces.
This article explains that distinction, the dated 2026 enforcement measures, and the questions an existing owner should review with independent Thai counsel. It is general information, not a finding about any individual company.
Can a Thai company legally own land in Thailand?
A Thai company may own land only when it falls outside the Land Code’s foreign-company tests and is not acting as a nominee for a foreigner. Section 86 of the Land Code generally restricts foreigners from acquiring land except under the Code or a treaty. Section 97 treats a limited company as foreign for land purposes if foreigners hold more than 49% of its registered capital or foreign shareholders exceed half of all shareholders by headcount. Section 98 treats another juristic person as foreign when a juristic person described in Section 97 holds shares or invests in it in the manner specified there.
A 51/49 registered-capital split is therefore not enough if the shareholder-headcount test is failed, and falling outside Sections 97 and 98 is not a safe harbour for a nominee arrangement.
Section 113 imposes criminal liability on a person who acquires land as owner on behalf of a foreigner or a juristic person under Sections 97 or 98. Section 96 authorises compulsory disposal of land acquired through that representative arrangement and applies the disposal procedure in Section 94. Whether these provisions apply depends on the evidence, not the registered percentages alone.
The legal line between a legitimate Thai-majority company and an illegal nominee structure has always been fact-based and somewhat soft. What changed in 2026 was not the rule; it was the enforcement.
What changed in Thai nominee-company enforcement in 2026?
In 2026, DBD introduced broader capital-trail checks and authorities conducted new investigations, while the underlying Land Code rules did not change. Three dated developments define the 2026 enforcement landscape:
1. The March registration order. DBD Order 1/2569, dated March 16, 2026, introduced an investment confirmation when an existing partnership added a foreign partner or a limited company made a foreigner an authorised signatory director. The confirmation required applicants to affirm that every partner or shareholder actually invested and paid for their interest and that no Thai participant was assisting a nominee arrangement. Order 2/2569 replaced and broadened that registration regime on August 1, 2026.
2. Required financial-trail evidence from August 1. Under Order 2/2569 and its current official forms, specified incorporations and amendments involving foreign investment or signing authority now require bank evidence from the Thai investors and the director receiving the capital. Registrars compare the declared investment with the actual transfers, proportions, and timing; inconsistent information can result in rejection of the registration. DBD said its data review had identified nearly 120,000 foreign-linked companies for further inspection across 16 provinces, including Phuket, Phang Nga, and Krabi. That is a review pool, not a count of illegal companies.
3. The June Andaman operation. A Royal Thai Government report dated June 21 described searches involving 89 land plots across Phuket, Phang Nga, and Krabi, covering 49 rai 1 ngan 6.4 square wah and land and buildings valued at THB 1,053,518,872. The report described 29 companies as showing nominee characteristics and another 48 landholding companies as having more foreign shareholders than Thai shareholders by headcount; it did not describe those 48 as foreign-majority by capital. It also reported 59 arrest warrants and 60 search warrants. Separately, a June 20 media report said screening of more than 30,000 Phuket registrations had placed more than 600 companies in a higher-risk group. Searches, warrants, official suspicions, and screening flags are investigative stages; the cited reports did not announce final convictions for every company or person involved.
The practical change is evidentiary: authorities are asking who supplied the capital, who receives the economic benefit, who controls decisions, and what the company actually does. None of the 2026 measures creates a percentage-based safe harbour, and a risk flag alone does not prove a nominee offence.
For the dated evidence rather than a compressed evergreen summary, see Houseviser’s reports on the August DBD capital-trail rules and the June Andaman searches. They distinguish registration checks, screening, allegations, warrants, and final findings.
What does a legitimate Thai company holding land look like?
A legitimate company has genuine Thai investors, real economic participation, and a defensible business purpose; it is not established by its share percentages alone. For a company that falls outside Sections 97 and 98, the following practical indicators help distinguish a real business with genuine Thai shareholders from a nominee arrangement:
Genuine capital contribution. Thai shareholders contributed actual money for their shares, traceable in bank records. The capital is proportionate to the shareholding (a 51% Thai shareholder contributed 51% of the company’s paid-in capital). No “shareholder loans” from the foreign minority back to the Thai majority disguising the source of funds.
Genuine economic interest. Thai shareholders receive their share of dividends, attend board meetings, sign meaningful corporate decisions, and bear real economic upside and downside. They are not paid a fixed monthly stipend independent of company performance.
Defensible business purpose. The company conducts real activity — a hotel, a restaurant, a tour operation, a property management business, a Board of Investment (BOI)-promoted manufacturing operation. Holding a single residential villa for personal use is not a business purpose and may carry particularly high legal risk.
These are practical indicators, not a statutory checklist or a guarantee. Registrars, investigators, and courts assess the full facts of each company.
When might a Thai company be the right structure for property?
A Thai company might be the right structure when genuine Thai partners and a real business need the land, rather than when it is intended to give a foreign buyer control of a personal residence. Three commercial situations in which independent counsel may assess a company structure:
Genuine commercial real estate. A foreign investor partnering with Thai partners to develop a hotel, retail center, or rental compound where the Thai partners are real participants in the venture. The company holds the land for the business; the business pays a return that funds the Thai shareholders’ participation.
BOI-promoted activities. Section 27 of the Investment Promotion Act does not create an automatic or general land right. A promoted company may own only land that the BOI specifically approves as necessary for its approved promoted activity, subject to project-specific conditions. Offices, staff housing, and other ancillary uses have separate limits. If promotion ends or the land is used outside the approval, disposal may be required.
Joint venture with mixed ownership. A foreign investor and a Thai partner who genuinely co-own a property business. The Thai partner is not a nominee — they have skin in the game, brought capital, and participate in decisions.
For personal residences, a Thai-company structure might not be the right fit; independent counsel must assess the statutory tests and the full facts.
How can I safely set up a Thai company for property purchase?
A compliant structure starts with a real business need for the property, Thai investors who contribute capital and share risk and return, and governance that reflects those investors. When the intended result is simply foreign control of a personal home while Thai names appear only in the register, a Thai-company structure might not be the right fit. A company form, foreign minority, or 51/49 split cannot turn the second situation into the first.
Before paying a reservation or formation fee, obtain independent Thai legal and accounting advice on:
- the real commercial activity and why it needs this property;
- each shareholder’s identity, source and amount of capital, rights to dividends, voting rights, and exposure to loss;
- who appoints directors, operates bank accounts, signs contracts, and makes reserved decisions;
- whether the activity is restricted under the Foreign Business Act or needs another licence or approval;
- the title, land-use restrictions, transaction taxes and fees, financing, and any BOI conditions; and
- the exit plan if the business, promotion, partnership, or intended use ends.
Do not use the seller’s, developer’s, or formation agent’s adviser as the only reviewer. The adviser should act for the buyer and test the substance, not merely prepare registration forms.
How much does it cost to set up and maintain a Thai company for property ownership?
There is no universal setup or maintenance figure, so obtain written company-specific quotes and budget for both formation and recurring compliance. DBD states that a limited company must put its annual financial statements to the annual general meeting within four months after the accounting-period end, file the approved statements within one month, and file its shareholder list within 14 days after the meeting. The accounts require an audit. The Revenue Department requires the annual corporate-income-tax return within 150 days after the accounting-period end and, where applicable, a half-year return; VAT, payroll and withholding obligations depend on registrations, activity and payments. Directors must also keep corporate, accounting, shareholder and meeting records current and retain evidence that the shareholders and business remain genuine.
Obtain written, company-specific quotes rather than relying on a universal setup figure. Relevant categories include formation and legal due diligence, capital funding, accounting and bookkeeping, annual audit, DBD and tax filings, registered-office and corporate-secretarial work, licences, banking, insurance, property operation, and the taxes and Land Office fees for acquisition, restructuring or exit. Some costs recur even when the company owns one property and earns no revenue; others depend on transactions or activity.
Should I compare simpler property rights before using a Thai company?
For a personal residence, a Thai-company structure might not be the right fit before a buyer has assessed the simpler registered rights that match the intended use.
| Buyer objective | Route to examine first | What it does not do |
|---|---|---|
| Own an eligible condominium unit personally | Foreign-quota freehold, subject to quota, title and foreign-funds requirements | It does not confer ownership of land or excuse condominium due diligence. |
| Use a villa on land for a defined term | A registered [[leasehold-30-year-renewable | lease]], with renewal promises assessed separately |
| Own the villa building separately from the land | A registered [[usufruct-superficies-habitation | superficies]], commonly assessed alongside a lease |
| Operate a genuine business that needs the land | A real Thai company or a specifically approved [[boi-scheme-thai-property | BOI]] route, if the facts and permissions support it |
For the transaction checklist, see Buying a villa in Thailand as a foreigner: land, house and rights. For a Hong Kong parent or other offshore wrapper, see Can an offshore company own property in Thailand? Legal routes and limits; it does not create a separate route around the Land Code.
What should I ask independent Thai counsel before buying property through a company?
Ask independent Thai counsel for a written, transaction-specific assessment based on the title, company records, funding evidence, agreements, accounts, filings, licences, and any registered property rights. Bring the title deed and Land Office records, sale or reservation agreement, company affidavit and objectives, memorandum and articles, current and proposed shareholder lists, share-payment evidence, bank statements, shareholder and director agreements, minutes, accounts and tax filings, licences, BOI certificate and land approval if claimed, and any lease, superficies, usufruct, loan, side letter or power of attorney.
Ask counsel to answer in writing:
- Who will legally own the land and building, and which rights will be registered?
- Which Land Code, Foreign Business Act, company, tax and licensing rules apply to the actual activity?
- Can every investor’s capital, benefit, control and risk be evidenced without a nominee or side arrangement?
- What filings, audit, tax, governance and recordkeeping work recurs each year, including in a zero-income year?
- What approvals, taxes, fees, consents and deadlines apply on purchase, operation, restructuring and exit?
- What happens to the land and registered rights if the company, business, partnership or BOI promotion ends?
This review is transaction-specific legal and tax work, not a company-formation checklist or a guarantee of legality.
What should I do if I set up a Thai company to hold property before 2023?
Obtain a fresh review from independent Thai counsel, because later changes may not cure an unlawful original nominee acquisition or remove historic liability. A common situation in 2026: a foreigner bought a Phuket villa via a Thai company structure in 2010, 2015, or 2020, when the structure was standard. The Thai shareholders are friends, family of the lawyer, or developer staff. The company has no real business beyond holding the villa. The structure has been quiet for years, paying minimal taxes, never audited.
These are among the risk characteristics authorities may examine; whether any particular company is screened or investigated depends on its facts. The next questions should be examined by independent Thai counsel:
Could the ownership and registered rights be restructured? Counsel should examine the title, the original acquisition, any relevant marital-property declarations, ownership of the building, available lease, superficies or other rights, required consents, Land Office registration, taxes, and fees. A later transfer or dissolution does not erase liability arising from an earlier nominee acquisition, and no restructuring option guarantees legal safety.
Can the company’s present operation be regularised? Genuine capital, shareholders, governance, and business activity may matter prospectively. Later capitalisation, replacement shareholders, or a new business does not cure an unlawful original nominee acquisition or remove historic civil or criminal liability. Counsel must assess the original and current facts separately.
What are the consequences of taking no action? Counsel should assess the evidence, the risk of investigation, compulsory disposal, criminal liability, tax exposure, and the practical effects of each available response. A screening flag is not a conviction, but leaving the structure unchanged is not a legal remedy.
A conservative legal review (not by the lawyer who set up the original structure) is the right first step. The review should identify the specific nominee-risk factors in the existing structure and lay out the cost and timeline for each restructuring option.
Which Thai-company property claims should a buyer question?
Buyers should question claims that a 51/49 split, preference shares, side agreements, or BOI promotion makes landholding automatically lawful. Several claims commonly heard in Phuket sales conversations omit the fact-specific legal analysis:
- “Lots of people do it, no one gets prosecuted.” Past practice is not proof of legality or immunity. The cited 2026 reports describe searches, warrants, and investigations; whether prosecution or liability follows depends on the evidence in each case.
- “The Thai shareholder gets one share each so the foreigner has 49% of total shares but controls preference shares.” Preference-share terms do not decide legality by themselves. Authorities may examine who funded the shares, who receives the economic benefit, who controls decisions, and whether Thai shareholders genuinely participate.
- “You sign a side agreement transferring the Thai shareholder’s economic rights back to you.” A side agreement is not automatically conclusive, but terms returning economic benefit or control to the foreigner can be evidence of a nominee arrangement when considered with the funding, governance, and actual activity.
- “BOI promotion makes any structure legal.” Promotion alone creates no land right. Under Section 27, a promoted company may own only land that the BOI specifically approves as necessary for the promoted activity, subject to project-specific conditions; a personal holiday villa is not covered merely because the company has promotion.
What should a foreign buyer do before choosing a Thai company in 2026?
For a fresh purchase in 2026, assess the property right that fits the buyer’s actual use before treating a Thai company as an option. For a foreign buyer making a fresh purchase decision in 2026:
- For a condo, assess foreign-quota freehold first. Eligibility, quota, funding evidence, and title still require fact-specific review. See Foreign property ownership in Thailand — what you can and cannot own.
- For a villa or house on land, ask independent counsel which registered rights fit the facts. A lease, superficies, usufruct, or another arrangement creates different rights and risks; none guarantees freehold-equivalent security. See Freehold vs leasehold property in Thailand — what's the difference and which to choose and Usufruct, superficies, habitation — alternative real rights for foreigners in Thailand.
- Do not assume a Thai-company-holds-land structure or any alternative is automatically lawful for a personal residence. The answer depends on the parties, funding, documents, title, and intended use.
- For genuine commercial property, assess the available company and investment structures with independent counsel. Real Thai investment and business activity are relevant, but no structure is lawful merely because its documents use a familiar form.
For an existing pre-2023 structure: get a fresh independent legal review and weigh restructuring against continued exposure honestly.
For a foreign parent, direct foreign-company purchase, or permission-based route, see offshore companies and Thai property.
