If you hold a Phuket villa through a Thai company, the 2026 nominee enforcement is a reason to review the structure — calmly, with your own lawyer, not the agent or developer who set it up. A flag in a database is not a charge, and a well-run operating company with genuine Thai partners is a legitimate structure. But the honest way to know where you stand is to take specific questions to independent counsel. Here are the ones that actually matter.
On capital and shareholders
- Who paid for the Thai shareholders’ shares? If the answer is “the company loaned it” or “it was never really paid in,” that’s the first thing a review of capital would find. Ask for the evidence of paid-up capital.
- Are the Thai shareholders real economic participants — do they stand to gain or lose — or are they names, employees, or relatives holding on someone’s behalf? Ask what happens to their shares if the company is sold.
- Does the shareholder list still match reality? People move, die, or fall out. Ask when it was last verified against the actual holders.
On control
- Who controls the company on paper and in practice — directors, signing authority, preferential votes, loan covenants? Ask whether control is arranged to keep a foreign minority in charge of a Thai-majority company, because that is exactly the pattern the enforcement examines.
- What does the land record actually say, and does it match the company’s books and shareholder structure? Ask counsel to check the Land Department record, not just the company file.
On the property and the paperwork
- Is the company a genuine operating business with real activity, or a holding shell created only to own one villa? Ask what would make it defensible as a real business.
- What is the exposure if it isn’t defensible — and what are the realistic options: restructure, sell, convert to a leasehold, or something else? Ask for the downside honestly, not the reassurance.
Why “independent” is the whole point
The person who sold you the structure has an interest in telling you it’s fine. Independent counsel — a Thai-qualified lawyer with no stake in the original sale — is the only one who can answer these against your actual documents: current company registration, capital records, shareholder evidence, the land record, and the status of any proceeding. For the background on how these structures work and where the risk sits, start with our guide to Thai-company property ownership and nominee risk and the offshore-company route. This is a checklist to raise with a lawyer, not legal advice on your situation.