Buying property under a Thai company name: what is legal, and what is not

For twenty years, foreigners buying villas in Phuket, Samui or Pattaya have heard the same pitch: "You can't own land, but your Thai company can." A company is set up, Thai names hold 51%, and the villa goes on the company's title deed.

Here is the honest version: if the Thai shareholders are just names on paper, that structure has always been illegal — and since late 2025 it is being policed harder than at any point in two decades. This article explains where the legal line sits, what the checks look like in 2026, what a compliant company costs to run, and the safer alternatives.

The short answer

Legal: a Thai company with genuine Thai-majority shareholders who paid for their shares with their own money, a real business (for example a licensed villa-rental or hotel operation with actual revenue), proper accounting, and the property held as a business asset.

Illegal: a company whose Thai shareholders were recruited to hold shares for you, whose capital came from your money, and which has no revenue, no office and no employees — a "nominee" structure. That is a criminal offence for the Thai shareholders and for you, and the land can be ordered sold.

What the law actually says

Under Thailand's Land Code, foreigners cannot own land. A Thai limited company can own land only if it is genuinely Thai: foreigners may hold no more than 49% of the shares and may not exceed half the number of shareholders.

But the share ratio alone is not enough. Land Code Section 96 makes it illegal for anyone — a Thai individual or a Thai company — to acquire land "in place of" a foreigner. Section 113 adds a fine of up to THB 20,000 and/or up to two years' imprisonment, and the Land Department's Director-General can order the land sold within a set period (typically 180 days to one year). A proposed amendment allowing confiscation without compensation is, as of June 2026, only a proposal — not law.

Separately, Foreign Business Act Section 36 criminalises nominee shareholding itself: a Thai who holds shares to help a foreigner run a restricted business faces up to three years' imprisonment and a THB 100,000–1,000,000 fine. Section 37 applies the same penalties to the foreign principal, plus daily fines of THB 10,000–50,000 while the violation continues.

Control tricks do not fix this: preference shares, weighted voting and similar mechanisms are treated by the DBD and the courts as evidence of a nominee arrangement, not a cure.

What a legal company purchase looks like

Authorities in 2026 test substance, not paperwork. A company purchase stands up when all of the following are true:

• Real Thai investors who paid for their shares from their own documented funds, with income that matches the investment.
• Real business purpose — the company actually trades (for example a licensed rental or hospitality operation) and the property is used in that business.
• Real capital, actually paid up through the company's bank account, not routed from the foreign buyer.
• Real governance and books — proper accounts, audited statements, tax paid on income.

If that genuinely describes you — say, you and Thai partners running a villa-rental business — the company route can be legitimate. Our company registration team can structure it to survive the checks below.

The red flags regulators look for

The classic "developer package" — 51% of shares held by Thais you have never met, funded by your purchase money, in a company that does nothing — is a nominee structure, full stop. Indicators the DBD and Land Department screen for include:

• Thai shareholders whose occupation and income do not plausibly match their shareholding;
• share capital traceable to the foreign buyer's funds;
• pre-signed, undated share-transfer forms;
• preference shares or voting structures giving the foreign minority control;
• foreigner-to-company loan agreements offsetting the purchase price;
• no revenue, no office, no employees;
• many companies registered at one address.

See also our deeper article on nominee structures in Thai property.

What changed in 2025–2026: enforcement got real

The law is decades old; what changed is that the Department of Business Development (DBD), the Land Department, the Department of Special Investigation (DSI) and the Anti-Money Laundering Office (AMLO) now run coordinated, data-driven inspections.

The key development is DBD Order No. 2/2568, effective 1 January 2026. For any new company where foreigners hold under 50% of the capital, or where the only authorised director (or a mandatory joint signatory) is a foreigner, every Thai shareholder must submit bank statements covering at least the three months before share payment, proving the capital is their own money, not financed by the foreign side. Without that evidence, registration is refused. The DBD reports this cut suspected nominee registration attempts by roughly 65% in its first months; a reported follow-up measure would extend similar checks to share transfers and director changes at existing companies — confirm its current status with us before relying on it.

Field enforcement has scaled up too. In May 2026 the DBD, DSI and AMLO launched a joint operation against suspected nominee companies in tourist areas, starting with 34 high-value real-estate and tourism firms on Koh Phangan and Koh Samui — each reportedly holding assets above THB 100 million — with the campaign set to expand to Phuket, Krabi, Phang Nga, Pattaya and Hua Hin. Tens of thousands of foreign-linked companies and landholdings have reportedly been flagged for review nationwide, with Bangkok, Chonburi and Phuket among the provinces with the most suspected cases.

An amendment to the Anti-Money Laundering Act, approved by Cabinet in February 2025 and reported in force since late that year, makes nominee offences (Foreign Business Act Section 36) a predicate offence for money laundering — meaning AMLO can freeze and seize assets connected to a nominee structure. The DBD also shares shareholder data with AMLO.

What the Land Office will ask when your company buys

Even if the company is registered, the purchase faces a second gate. Under Ministry of Interior guidelines, whenever a company with any foreign shareholder or a foreign director applies to register land, the land officer must investigate every Thai shareholder: occupation, monthly income with documentary proof (such as an employer letter stating position and salary), and the source of their share funds — to confirm the money did not come from foreigners. Loan-funded purchases require loan evidence.

The scrutiny no longer ends at registration. In May 2026 the Land Department announced stricter pre-registration checks on fund sources and relationships between the parties, monitoring of how the land is actually used, quarterly tracking of legal entities with foreign shareholders, and data-sharing with the DBD, AMLO and DSI. A company that bought quietly years ago can now surface in a routine data match.

The annual cost of keeping the company alive

A company is not a one-off purchase vehicle — it is a permanent compliance obligation. Every Thai company, including a dormant one with zero income, must each year:

• keep accounting records and prepare financial statements;
• have those statements audited by a licensed CPA (certified public accountant) — there is no dormant-company exemption;
• hold an annual general meeting and file the statements with the DBD;
• file the corporate income tax return (PND 50) within 150 days of the fiscal year-end.

For a simple one-villa company, expect about THB 25,000–100,000 or more all-in per year, plus annual Land and Building Tax (residential rates start around 0.02% of assessed value, now fully enforced after pandemic-era reductions ended). Missed filings accumulate fines — and a non-filing company is a red flag in exactly the databases described above.

Tax while the company holds the villa — including when you live in it

A company is a taxpayer. Rental income is subject to corporate income tax at the standard 20% rate; qualifying small companies (paid-up capital of THB 5 million or less and revenue of THB 30 million or less) pay 0% on the first THB 300,000 of net profit, 15% up to THB 3 million, and 20% above.

The trap most owners miss: living rent-free in your own company's villa is not tax-free. The Revenue Department treats a director's free use of a company asset as a taxable benefit, so the company should charge the director market rent or recognise deemed income. A villa company that books no income while housing its foreign director for free is both a tax problem and a nominee red flag.

Exit taxes: what selling really costs

When a company sells property, the costs are heavier than for an individual: a 2% transfer fee on the appraised value, 3.3% specific business tax (a turnover tax companies pay regardless of how long they held the property — the five-year exemption applies only to individuals), and 1% withholding tax on the higher of the sale price or assessed value, credited against corporate income tax on the gain.

The common "workaround" — selling the company's shares instead — avoids transfer taxes but passes every hidden liability in the company to the buyer, and the pattern itself can evidence that the company was only ever a holding shell. Any buyer doing proper due diligence will price that risk in, or walk away.

Safer alternatives that are actually legal

As of June 2026, the realistic legal options for a foreigner who wants a home in Thailand are:

• Freehold condominium within the 49% foreign quota, paid with funds remitted from abroad (FET evidence) — see our condo foreign-quota guide;
• Registered 30-year lease — the maximum registrable term: "30+30+30" packages are marketing (the Supreme Court treats pre-agreed renewals as unenforceable beyond the first term), and the much-discussed 99-year leasehold proposal was shelved by the government in September 2025 and is not law as of June 2026;
• Superficies — a registered right letting you own the house, separate from the land beneath it;
• Usufruct — a registered right to use and enjoy the property for up to 30 years or for life;
• The THB 40 million route (Land Code Section 96 bis): invest THB 40 million in prescribed Thai assets for five years to own, with Interior Ministry approval, up to 1 rai of residential land; BOI-promoted companies can also own land;
• Thai spouse ownership with the foreigner protected by a registered lease or usufruct.

Note for US citizens: the Treaty of Amity covers majority ownership of businesses — explicitly not land.

Questions to ask before accepting a developer's company structure

If a developer or agent offers to "handle the company" for you, ask these before signing:

• Who are the Thai shareholders, and can they document their own source of funds as DBD Order No. 2/2568 requires?
• What real business will the company conduct, and who will run it?
• Who actually pays for the Thai shares? (If the answer is "it comes out of your purchase price", it is a nominee structure.)
• Will the company pass the Land Office's shareholder income and source-of-funds checks at transfer?
• Who handles accounting, audit and tax filings each year, at what cost — and what taxes will apply on exit?
• Why is a 30-year lease, superficies or usufruct not being offered instead?

If the answers are vague, walk away. We review developer structures, run title and company checks, and handle transfers as part of our real-estate transaction service.

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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.