Buying Property Under a Thai Company Name: What Is Legal and What Is Not

For the past twenty years, foreigners buying villas in Phuket, Samui, or Pattaya have heard the same sales pitch: "You can't own the land, but your Thai company can." A company is then set up, Thai shareholders are given 51% of the shares, and the villa is placed on the title deed in the company's name.

The honest truth is that if the Thai shareholders are merely names on paper, the structure has always been illegal, and in 2026 several government agencies have systematically stepped up their scrutiny and enforcement. This article explains where the legal line is drawn, what scrutiny looks like in 2026, how much it costs to keep a company compliant, and what safer alternatives are available.

The Short Answer

Legal: A Thai company that is genuinely majority-owned by Thai shareholders who paid for their shares with their own money, that operates a real business (for example, a licensed villa rental or hotel business with real income), that keeps proper accounts, and that holds the property as a business asset.

Not legal: A company whose Thai shareholders were recruited to hold shares on your behalf, whose capital came from your money, and which has no income, no office, and no employees. This is known as a "nominee" structure. It is a criminal offense for both the Thai shareholders and you, and the land may be ordered to be disposed of.

What the Law Says

Under the Thai Land Code, foreigners generally cannot own land, except where the law expressly permits it, such as an acquisition under Section 96 bis, which is explained at the end of this article. Under Section 97 of the Land Code, a limited company is treated as a foreigner for land ownership purposes if foreigners hold more than 49% of its registered capital or if foreigners make up more than half of its total number of shareholders. In other words, a Thai limited company may own land only if foreigners hold no more than 49% of its registered capital and foreign shareholders make up no more than half of its total number of shareholders. This test applies only to land ownership under the Land Code and differs from the definition of a foreigner under the Foreign Business Act B.E. 2542 (1999), which looks only at whether foreigners hold half or more of the capital, regardless of the number of shareholders.

However, shareholding ratios alone are not enough. Section 96 of the Land Code makes it unlawful for any person, whether a Thai individual or a Thai company, to acquire land "on behalf of" a foreigner. Section 113 provides for a fine of up to THB 20,000, imprisonment of up to two years, or both, and the Director-General of the Department of Lands has the power to dispose of the land (Section 96 in conjunction with Section 94). A draft amendment that would allow land to be confiscated without compensation has not yet become law.

In addition, Section 36 of the Foreign Business Act B.E. 2542 (1999) makes nominee shareholding a criminal offense in its own right. A Thai national who holds shares to help a foreigner operate a restricted business faces imprisonment of up to three years, a fine of THB 100,000 to THB 1,000,000, or both, and a foreigner who allows a Thai national to hold shares on their behalf faces the same penalties. The court will order the nominee arrangement to be terminated, and failure to comply with the court order results in an additional daily fine of THB 10,000 to THB 50,000 for as long as the violation continues. Section 37 is a separate offense covering a foreigner who operates a restricted business without a license. Under Section 41, where a juristic person commits an offense, any director, manager, or other person responsible for the operations of that juristic person who ordered or carried out an act, or failed to give an order or carry out an act that was their duty, and thereby caused the juristic person to commit the offense, is also subject to the penalty prescribed for that offense.

The courts have already handed down convictions in cases of this kind. In Special Case No. 295/2565 (2022), the Department of Special Investigation (DSI) raided a law and accounting firm in Phuket that registered companies for foreigners using Thai nationals as nominee directors or shareholders, and found more than 60 suspect companies, many of which bought and sold real estate by changing the shareholders instead of registering a transfer of ownership at the Land Office. On September 11, 2024, in Red Case No. Or. 2812/2567 (2024), the Criminal Court convicted all 23 defendants, including Thai and foreign individuals as well as Thai and foreign companies, of aiding or abetting foreigners in operating a business without a license and, for the foreign defendants, of allowing Thai nationals to act on their behalf. The court imposed prison sentences suspended for two years, fined each defendant THB 200,000, placed them on probation for one year, and ordered the companies to be dissolved, with daily fines payable for as long as the order is not complied with. The DSI also referred six foreign juristic persons holding real estate to the Department of Lands for further action.

Control mechanisms do not make such a structure legal. Issuing preference shares or setting different voting rights is not unlawful in itself, but a preference share or voting rights structure that gives foreigners control out of proportion to their actual investment may be taken into account by government agencies as a supporting circumstance when investigating suspected nominee shareholding, together with the source of funds, the ultimate beneficial owner, and other factors. These mechanisms are therefore not a solution to the nominee problem.

What a Legal Company Purchase Looks Like

In 2026, government agencies look at actual substance, not just paperwork. The key factors used to assess whether a company structure is lawful are set out below. These factors are not requirements under the Land Code that every company must fully satisfy before it can hold land (for example, a newly established company may not yet have income or employees), but the absence of a real business may be a circumstance taken into account when nominee shareholding is suspected:

• Genuine Thai investors who paid for their shares from their own documented funds and whose income is consistent with their investment
• A genuine business purpose — the company operates a real business (such as a licensed rental business, or a licensed accommodation and hospitality business), and the property is used in that business
• Genuine capital that is actually paid through the company's bank account and is not routed from the foreign buyer
• Genuine management and accounting — proper accounts, audited financial statements, and tax paid on income

If the above genuinely matches your situation, for example, if you and a Thai partner jointly run a villa rental business, buying in a company name may be a lawful route. Our legal team can advise on and review your shareholding and investment structure to assess whether it complies with Thai law.

Red Flags Regulators Watch For

The classic "developer package" — 51% of the shares held by Thais you have never met, funded from your purchase money, in a company that does nothing at all — is a nominee structure, with no room for argument. Indicators commonly taken into account, consistent with the risk factors published by the Department of Lands and the Department of Business Development (DBD), such as multiple changes of shareholders, indirect shareholding, and foreigners being the controlling persons or ultimate beneficial owners, include:

• Thai shareholders whose occupation and income are not reasonably consistent with their shareholding;
• Registered capital that can be traced back to the foreign buyer's money;
• Share transfer forms signed in advance and left undated;
• Preference shares or voting structures that give a foreign minority shareholder control;
• Loan agreements between the foreigner and the company that are set off against the purchase price;
• No income, no office, no employees;
• Many companies registered at the same address

See also our in-depth article on nominee structures in Thai real estate

What Changed in 2026: Enforcement Is Now Real

These laws have existed for decades. What has changed is that the Department of Business Development (DBD), the Department of Lands, the Department of Special Investigation (DSI), and the Anti-Money Laundering Office (AMLO) now carry out coordinated, data-driven investigations.

A key development is Central Registrar Order No. 2/2569 (2026), which took effect on August 1, 2026. This order builds on the measure that has applied to company incorporations since January 1, 2026, which requires Thai shareholders in companies in which foreigners hold less than half of the shares to submit three months of bank statements. Order No. 2/2569 extends this scrutiny from incorporations to amendment filings by partnerships and limited companies that have foreign investment or foreign authorized signatories. According to the DBD, the main documents to be submitted are an investment explanation letter and three months of bank statements, from both the Thai investors who paid for the shares and the representatives or juristic persons that received the payment, so that genuine investment capacity can be verified. However, the conditions that trigger the filing requirement, and the documents required, may differ between incorporations and amendment filings, so the full text of the order should be checked case by case.

Extending scrutiny to amendment filings closes the loophole in which a company was incorporated to pass screening first and amendments were filed later to bring in foreign shareholders or authorized signatory directors. The DBD reports that the measures in effect since January 1 and April 1, 2026 reduced high-risk registrations between January 1 and May 31, 2026 by approximately 65% compared with the same period of the previous year (from 2,102 to 731), and that after Order No. 2/2569 took effect, high-risk new registrations between August 1 and 20, 2026 fell by approximately 75% compared with the same period of the previous year (from 561 to 141).

On-the-ground enforcement has also widened. In May 2026, the DBD and the DSI agreed on a joint approach to investigating suspected nominee companies in tourist areas, with the DBD also sharing information with AMLO. The work began with 34 real estate and tourism companies on Koh Phangan and Koh Samui, each with assets of THB 100 million or more, with plans to expand to other major tourist areas. In August 2026, the DBD disclosed that it had identified 35,154 juristic persons with foreign investment holding land title deeds and was preparing on-site inspections in 16 provinces.

On October 19, 2026, the Department of Lands reported that it had examined 157,659 juristic persons holding land nationwide and found 14,151 that were preliminarily classified as at risk, or 13,088 excluding companies promoted by the Board of Investment (BOI). Of these, 1,550 have foreign shareholding above the legal limit and may be ordered to dispose of their land under the procedures prescribed by law, while the remaining 11,538 show circumstances indicating that they hold land on behalf of foreigners. So far, nearly 1,400 juristic persons have been found to fall within such cases, holding land with a total value of more than THB 14 billion, and the Prime Minister has ordered that all at-risk cases be resolved by December 2026.

Another development to watch is a draft amendment that would make the nominee offense (Section 36 of the Foreign Business Act) a predicate offense under the anti-money laundering law. If it takes effect, AMLO would be able to freeze and seize assets connected to nominee structures even before a case reaches court. As of October 2026, the draft has not been enacted and is still under consideration by an ad hoc committee of the House of Representatives. In addition, the DBD shares shareholder data with AMLO.

What the Land Office Will Ask When Your Company Buys Land

Even after the company is registered, the land purchase must still pass a second checkpoint. Under the Department of Lands' measures to prevent land from being held on behalf of foreigners, when a juristic person applies to acquire land and there is reasonable cause to suspect that Thai nationals hold shares on behalf of foreigners (for example, where a foreigner is the authorized signatory of the company, or a major Thai shareholder does not have an occupation related to investment), the officer must question the majority Thai shareholders about their occupation, their monthly income with supporting documents, the source of the money used to buy the shares, and the source of the money the company used to buy the land, to confirm that the money did not come from a foreigner. Where the company buys land at a price higher than its registered capital and there is no supporting mortgage, the officer will also examine the source of the company's funds.

Scrutiny no longer ends once registration is complete. In May 2026, the Department of Lands announced stricter measures, including pre-registration checks on the source of funds and the relationship between the parties (for cash purchases of THB 2 million or more, or land with an appraised value of THB 5 million or more), monitoring of actual land use by inspection committees established in every province, checks on foreigners holding long-term leases, quarterly monitoring of juristic persons with foreign shareholders, and information sharing with the DBD, AMLO, and the DSI. A company that quietly bought land years ago may now be detected through routine data matching.

The Annual Cost of Maintaining a Company

A company is not a one-time purchasing tool but a permanent compliance obligation. Every Thai company, including one that is dormant and has no income at all, must do the following every year:

• Keep accounts and prepare financial statements;
• Have those financial statements audited by a certified public accountant (CPA), with no exemption for dormant companies;
• Hold an annual general meeting of shareholders within four months of the end of the fiscal year, file the financial statements with the DBD within one month of the meeting, and file the list of shareholders (Bor.Or.Jor. 5) within 14 days of the meeting (Sections 1197 and 1139 of the Civil and Commercial Code and Section 11 of the Accounting Act B.E. 2543 (2000));
• File the corporate income tax return (P.N.D. 50) within 150 days of the end of the accounting period (Section 68 of the Revenue Code) and the half-year estimated income tax return (P.N.D. 51) within two months after the end of the first six months of the accounting period, unless the accounting period is the first or last accounting period and is shorter than 12 months, in which case P.N.D. 51 does not need to be filed (Sections 67 bis and 67 ter). Deadlines for electronic filing may be extended under the Revenue Department announcements applicable in each year.

For a company holding a single villa in a simple structure, in our experience the cost of accounting, auditing, and filings is generally around THB 25,000–100,000 or more per year, depending on the size and complexity of the business. In addition, there is annual land and building tax under the Land and Building Tax Act B.E. 2562 (2019). The tax rate depends on the actual use of the property and its assessed value bracket: property used as a residence starts at 0.02% for the first value bracket, while property used for other purposes, such as daily rentals or commercial accommodation, starts at 0.3% for the first value bracket, and the rates increase with each value bracket. Being a villa therefore does not automatically make a property residential; its classification depends on its actual use as assessed by the local administrative organization. Incomplete filings incur accumulating penalties, and a company that fails to file is a direct red flag in the databases mentioned above.

Tax While the Company Holds the Villa — Including When You Live in It

The company is the taxpayer. Rental income is subject to corporate income tax at the standard rate of 20%. Qualifying small companies (paid-up capital of no more than THB 5 million and revenue of no more than THB 30 million) pay 0% on the first THB 300,000 of net profit, 15% on net profit above that amount up to THB 3 million, and 20% on the portion above THB 3 million.

The trap most owners overlook is that living in your own company's villa rent-free can create a tax liability. On the company side, Section 65 bis (4) of the Revenue Code empowers the assessment officer to assess income at market value where the company provides services without consideration, or for consideration below market value without reasonable cause, including allowing another person to use company property. On the occupant side, if the occupant is a director or employee, the benefit of rent-free accommodation may be treated as that person's assessable income under Section 40 (1) or (2), as the case may be. The tax consequences therefore depend on the facts, such as the occupant's position, their relationship with the company, and the nature of the arrangement. As a general rule, charging market rent and properly recording the income will help reduce the risk. A villa company that records no income at all while letting a foreign director stay for free has both a tax problem and a red flag for nominee status.

Tax on Exit: The Real Cost of Selling

When a company sells property, the taxes and fees differ from those that apply to an individual seller, which may increase the total cost of the sale, depending on the facts and tax status in each case. The main costs for a corporate seller are a transfer fee of 2% of the appraised value; specific business tax of 3.3% under Section 91/2 (6) of the Revenue Code (a tax calculated on gross receipts before deducting expenses, which the company must pay no matter how long it has held the property; the exemption for property held for five years applies only to individuals); and 1% withholding tax (Section 69 ter) on the sale price or the appraised value, whichever is higher, which can be credited against the corporate income tax calculated on profit. Once specific business tax has been paid, the 0.5% stamp duty is not payable, and the gain on the sale is taxed as ordinary corporate income.

Another approach sometimes used in practice is to sell the company's shares instead, which avoids the land transfer fee and specific business tax, although the seller must still pay tax on the gain from the sale of the shares and 0.1% stamp duty on the share transfer. However, this approach carries a high tax risk. If the facts show that the real purpose of the share sale is to sell the land or villa held by the company in order to avoid the transfer fee and specific business tax, the Revenue Department may look at the actual substance of the transaction, treat it as tax avoidance, and assess the tax that should have been paid, together with penalties and surcharges. If false statements are made, or deceit or fraud is used to evade tax, it may also be a criminal offense under Section 37 of the Revenue Code. In addition, the company still carries all of its existing liabilities and obligations, so the buyer may bear the economic risk of those liabilities through the shares it acquires, and the structure of the transaction itself may be evidence that the company was merely a shell used to hold the property from the outset, which is a red flag for nominee status as discussed above. Any buyer that carries out proper due diligence will price in all of these risks — the tax risk that comes with the company, the existing liabilities, and the nominee risk — or walk away from the purchase.

Legal Alternatives for Foreigners Who Want a Home in Thailand

If your goal is to have a home to live in rather than to run a business, you do not need a company at all. As of October 2026, Thai law offers foreigners several lawful routes, each with its own scope and limitations, so the right choice depends on the type of property and how long you want to hold it:

• Buying a condominium unit in your own name: Foreigners may own condominium units outright, provided that the total unit area owned by foreigners does not exceed 49% of the total unit area in the building (Sections 19 bis and 19 ter of the Condominium Act B.E. 2522 (1979)), and the purchase money must be transferred into Thailand from abroad in foreign currency, with bank evidence of the transfer (such as an FET form). This is the only option that gives you ownership in your own name without an investment condition. For more details, see our guide to the foreign condominium quota;
• Registered long-term lease: A lease of land or a house may be registered at the Land Office for a term of up to 30 years at a time, and a lease made for more than 30 years is reduced by law to 30 years (Sections 538 and 540 of the Civil and Commercial Code). For "30+30+30" packages, two separate issues must be distinguished. A registered lease is not extinguished by a transfer of ownership; under Section 569 of the Civil and Commercial Code, the new owner takes over both the rights and the obligations of the lessor. A promise or agreement to renew the lease in the future is different, however: whether it binds a new owner or heirs depends on the nature of the agreement and the facts of each case, so there is no firm guarantee that the lease will actually be renewed. The proposal for 99-year leases was not pursued after the change of government in September 2025 and has not become law;
• Superficies: Suitable for building or buying a house on someone else's land. This right makes you the owner of the house separately from the land on which it stands (Section 1410 of the Civil and Commercial Code). It may be registered for a fixed term of no more than 30 years (Section 1412 in conjunction with Section 1403, paragraph three) or for the lifetime of the landowner or of the holder of the right (Section 1412). Besides ending when the term expires or when the person whose lifetime determines the duration of the right dies, this right may also end for other reasons prescribed by law or agreed between the parties. However, registering a superficies in favor of a foreigner may not be possible in every case. The officer may investigate further facts, such as the relationship between the parties, the source of funds, and the purpose of the registration, and may refuse registration if it appears to be a way of circumventing the prohibition on land ownership by foreigners, so the facts must be considered case by case;
• Usufruct: A registered right to possess, use, and take the benefits of a property for up to 30 years or for the lifetime of the holder (Sections 1417 and 1418 of the Civil and Commercial Code). This right ends on the holder's death and cannot be inherited, so it is often used together with other types of rights. As with a superficies, registering a usufruct in favor of a foreigner may not be possible in every case, depending on the facts and the officer's assessment;
• The THB 40 million investment route (Section 96 bis of the Land Code): A foreigner who brings at least THB 40 million into Thailand for investment in a prescribed category and maintains the investment for at least five years may be permitted by the Minister of Interior to own up to 1 rai of land for residential use in Bangkok, Pattaya City, a municipal area, or an area designated as residential under the town planning law. This route involves numerous conditions and procedures. By contrast, a company promoted by the Board of Investment (BOI) may hold land only for use in its promoted business (Section 27 of the Investment Promotion Act B.E. 2520 (1977)), so it is not a route to owning a private home;

Note for U.S. citizens: The Treaty of Amity and Economic Relations between the Kingdom of Thailand and the United States grants the right to majority ownership in certain types of business but expressly excludes land ownership, so it is not a route to buying a house or land.

Questions to Ask Before Accepting a Developer's Company Structure

If a developer or agent offers to "take care of the company" for you, ask these questions before you sign:

• Who are the Thai shareholders, and can they provide documentary evidence of the source of their own funds as required by Central Registrar Order No. 2/2569?
• What real business will the company operate, and who will run it?
• Who is actually paying for the Thai shareholders' shares? (If the answer is "it comes out of your purchase price," that is a nominee structure.)
• Will the company pass the Land Office's checks on shareholder income and source of funds at the transfer stage?
• Who will handle the accounting, auditing, and tax filings each year, how much will it cost, and what taxes will apply on exit?

If the answers are vague, walk away. We review developer-proposed structures, check title documents and company records, and handle ownership transfers as part of our real estate transaction services.

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This article is general guidance — not legal or tax advice. If you'd like a scoped opinion on how it applies to your specific situation, contact our team.