This is part 2 of the guide on Thai companies and property. The legal test, the 2026 enforcement measures and when the structure fits are in Can a Thai company own property, and does a foreign holding company change that?. This is general information, not a finding about any individual company.
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.
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.
