Nominee structures in Thailand: enforcement, exposure and the lawful routes

For years, foreigners bought land, villas and houses in Thailand through a Thai company whose Thai shareholders held the majority on paper only. Where the Thai shareholders are holding for the foreigner, that has never been lawful. What changed across 2025 and 2026 is the method of enforcement: the authorities no longer rely solely on complaints, and now also match company records against land titles by database. Khonsu Legal acts on both sides of that change — restructuring exposed holdings, and defending nominee and Foreign Business Act prosecutions once an investigation has started.

What is happening to nominee structures in Thailand right now

Thai authorities are running data-led screening across companies with foreign shareholders and referring what the screening flags to prosecuting agencies. As at 23 June 2026 Thailand had 1,002,685 active juristic persons — 801,070 limited companies, 200,100 limited partnerships and 1,515 public limited companies. Of the limited companies, 119,297 had foreign participation of between 0.01% and 49.99%, close to 15% of them.

That 119,297 is the pool the screening runs over, and the government has said plainly that it is risk-assessment and screening data only — it does not mean those companies are nominees or have broken the law, and each case turns on its own evidence.

The screening produces referrals, not just lists. The Department of Business Development has passed 14,800 cases to the Revenue Department, 17,556 to the Department of Lands, 2,713 to a police task force, 2,257 to the Economic Crime Suppression Division and 2,236 to the Department of Special Investigation.

Enforcement is also visible on the ground, in coordinated operations on specific islands and in prosecutions that have reached judgment. Both strands are set out below.

What counts as a nominee arrangement

A nominee arrangement is one where a Thai person or company holds shares, land or a business for a foreigner who is the real owner. The Thai shareholders typically never paid for their shares, cannot show where the money would have come from, take no part in the business, and hold their shares subject to undated transfer documents held by someone else.

A Thai limited company in which foreigners hold 49% can be perfectly lawful: the Thai shareholders invested their own money, the company trades, and decisions are taken by its board rather than by a foreign owner behind it. We set out where that line falls, case by case, in buying property under a Thai company name.

Three questions have to be answered separately, and they are routinely collapsed into one.

• Is the company a front? That is the Foreign Business Act question. Section 36 is wider than nominee shareholding — it also catches a Thai party who assists a foreigner's unpermitted business or fronts it as their own — but the nominee limb does not criminalise share-holding at large: it applies where a Thai person or company holds shares with a view to enabling the foreigner to operate the business in circumvention or violation of that Act. Who paid for the shares and who actually controls the company is the evidence that answers it, not a statutory formula.
• May the company hold land at all? That is a Land Code question, and section 97 sets a threshold: a limited or public limited company is treated as a foreigner for land purposes if foreigners hold more than 49% of the registered capital, or if foreign shareholders are more than half the number of shareholders. The second limb catches structures the first one misses — a company at exactly 49% foreign capital but with two foreign shareholders out of three is caught by it.
• Is someone holding the land for a foreigner? Passing the section 97 threshold does not end the enquiry. Sections 96 and 113 bite on anyone who acquires land as owner or agent on behalf of a foreigner, whatever the percentages say.

So the two statutes do not always travel together. Depending on the facts, a nominee arrangement may engage the Foreign Business Act, the Land Code, or both. Holding land for a foreigner has been unlawful for decades and the nominee-shareholding offence has been on the books since the Foreign Business Act B.E. 2542 (1999). What changed is the detection, not the law.

Which laws a nominee arrangement breaks

Two statutes carry the weight, and the specific sections carry specific consequences.

• Foreign Business Act section 36 covers three kinds of conduct by a Thai national or a Thai juristic person: assisting, aiding and abetting or participating in a foreigner's operation of a business on the Lists annexed to the Act that the foreigner is not permitted to operate; operating such a business jointly with a foreigner while holding it out as the Thai party's own business; and acting as a foreigner's nominee in holding shares with a view to enabling the foreigner to operate the business in circumvention or violation of the Act. The same section reaches the foreigner who allows a Thai party to do any of it. The penalty is imprisonment of up to three years, or a fine of THB 100,000 to 1,000,000, or both, and the court shall order the conduct to cease. Continuing in breach of that order carries a further fine of THB 10,000 to 50,000 for every day the breach lasts.
• Foreign Business Act section 37 is the offence on the foreigner's own side: operating a business in violation of sections 6, 7 or 8 of the Act. The penalty, the court's cessation order and the daily fine of THB 10,000 to 50,000 for continuing in breach of it are the same as under section 36.
• Land Code section 86 bars a foreigner from acquiring land except under a treaty or a narrow statutory exception.
• Land Code section 74 gives the competent official power to question the parties to a registration and to summon people and documents. Where there is reason to believe the registration would evade the law, or that someone is buying land for the benefit of a foreigner, the official does not refuse the registration himself — he must refer the matter for an order of the Minister, and the Minister's order is final.
• Land Code section 97 decides when a company counts as a foreigner for land purposes: more than 49% of the registered capital held by foreigners, or foreign shareholders exceeding half the number of shareholders.
• Land Code section 113 makes it an offence to acquire land as agent for a foreigner or for a section 97 company. The penalty is a fine of up to THB 20,000, or imprisonment of up to two years, or both, as the government has restated in setting out this programme.
• Land Code section 94, applied to holdings through a nominee by section 96, requires the land to be disposed of within a period fixed by the Director-General of Lands — not less than 180 days and not more than one year. If the owner does not sell, the Director-General has the power to sell it, and the Code's compulsory-disposal provisions apply.

Which of these apply depends on the facts. A villa held through a company whose Thai shareholders are holding for the foreigner engages the Land Code whether or not the company carries on any restricted business; a nominee-held restaurant or tour company engages the Foreign Business Act without any land being involved; and many arrangements engage both. Where an arrangement is confirmed, the exposure reaches the foreigner, the Thai shareholders and whoever set the structure up.

Who is enforcing this

The programme is run jointly rather than by one agency, which is why it produces criminal, tax and administrative consequences at the same time.

The Department of Business Development holds the company register and does the screening. The Department of Lands holds the title records that the shareholding data is matched against. The Department of Special Investigation takes the larger cases.

The Anti-Money Laundering Office receives referrals and traces the money. The Revenue Department picks up the tax consequences. The Economic Crime Suppression Division and the Royal Thai Police carry out the searches and the arrests.

One limit is worth stating precisely, because it is widely overstated. A nominee offence is not itself a predicate offence under the money-laundering legislation. Making it one was described in April 2026 as a proposal the DBD was preparing, and we have found no enacted amendment. AMLO can therefore examine the money trail on a referral. Seizure or restraint under the money-laundering law is a separate question: it requires a predicate offence — fraud or tax evasion, for instance — and a legal connection between that offence and the property, neither of which the nominee arrangement supplies on its own.

The practical change for an owner is simple. Enforcement used to begin with somebody making a complaint. It now begins with a database match, and no one involved in the structure has to say anything for it to start.

The enforcement in numbers

Every figure below carries the period it belongs to. They are drawn from different exercises and different bases, so they should not be added together.

• 46,918 juristic persons were identified for inspection across six high-risk sectors: tourism; land and real estate trading; e-commerce, transport and warehousing; hotels and resorts; agriculture-related businesses; and general construction. Land and real estate trading is the largest of the six: 26,038 of them, or 55.49%, as announced on 1 June 2025. The same announcement said the full list would be sent to the Department of Lands, without putting a number on the transfer.
• 747 nominee cases were brought between 1 September and 4 December 2024, with damages put at more than THB 11,720 million. A single national operation on 2 December 2024 covered 46 search locations and 442 companies, whose registered capital came to THB 1,189 million and whose damages were assessed at over THB 3,600 million. Registered capital and assessed damages are two different measures and are reported separately here for that reason.
• 6,551 foreign juristic persons were identified as possibly operating a restricted business without permission, in a DBD announcement reported on 4 May 2026.
• New registrations by companies fitting the nominee risk profile fell sharply against the same period a year earlier. Both official statements agree on the first quarter: registrations in 1 January to 31 March 2026 were 51.05% below the same quarter of 2025, 1,771 companies against 3,618, after the bank-statement requirement took effect. They do not agree on the second figure. The Ministry of Commerce release of 23 June 2026 puts the further fall of 65.22% at 1 April to 31 May 2026; the DBD's own clarification of 4 July 2026 attaches the same 65.22% — and the same underlying pair, 731 companies against 2,102 — to 1 January to 31 May. Both are official and they cannot both be describing the same period, so we give the figure with both attributions rather than choosing one.

What the registrar now checks before a company is formed

Since 1 August 2026, Central Registrar Order No. 2/2569 has required the Thai partners or shareholders to show where their money came from. The applicant files bank-issued statements covering three months before the payment, together with a prescribed investment explanation letter on the form annexed to the order, and a statement for the account that received it. The DBD reads what is filed; it does not have direct access to your bank account.

The order is a registration-documents standard. Satisfying it gets a filing accepted. It does not certify that a company is lawfully structured, and clearing it is no answer to a later allegation that the Thai shareholders were holding for someone else.

Read the order's own title before assuming it does not apply to you. It sets the criteria and documents for registering the formation and the amendment of partnerships as well as limited companies, where a foreigner either invests or holds signing authority. A company with no foreign shareholder at all is within its scope if a foreigner is an authorised signatory.

The order replaced two earlier ones: Order No. 2/2568, which ran source-of-funds checks on incorporations from 1 January 2026, and Order No. 1/2569, which from 1 April 2026 required an investment confirmation on certain amendment filings.

Which documents you file depends on which filing you are making, and applying the formation set to an amendment is the commonest mistake we see:

• Forming a company or partnership: three months of the Thai shareholders' or partners' bank statements covering the period before the share payment, an investment explanation letter, and a statement for the account of the director or managing partner that received the payment.
• A covered amendment: an investment confirmation letter — a different document, and not the statement set.
• An amendment filed within a year of formation, by an entity registered on or after 1 August 2026: the explanation letter and the receiving-account statement as well.

For a limited company the amendment trigger is a foreigner becoming an authorised or joint signatory director where all of them had been Thai. A foreign minority shareholder simply appearing does not trigger it — that under-50% test applies to amendments in a partnership.

What enforcement looks like on the ground

Screening produces referrals; operations produce searches, arrests and seizures. The island operations of May 2026 are the clearest illustration of both.

On 11 May 2026 the DSI and the DBD reported that 11,426 companies with foreign participation on Koh Samui and Koh Phangan had been screened and risk-ranked, and that the same approach would be extended to Phuket, Krabi, Phang Nga, Pattaya and Hua Hin. Thirty-four real-estate and tourism companies with assets above THB 100 million were referred to the Anti-Money Laundering Office for financial tracing.

On 13 May 2026 an operation on Koh Phangan searched 243 target companies, identified suspected nominee or landholding irregularities involving 27 of them, arrested two Thai nationals and seized 37 title deeds covering more than 51 rai worth about THB 150 million.

A second phase on 23 May 2026 ran against two groups of 32 companies each, on 36 search warrants approved by the court. Twenty-one foreign nationals were arrested in connection with the nominee companies; a further foreign national arrested during the same operation was held for overstaying and for drug possession, which is a separate matter. The companies in the first group were recorded as holding 45 land plots covering 40 rai 11.9 square wah, and those in the second group 38 plots covering 38 rai 7.5 square wah. The police release describes the land as held by the companies; it does not say the plots were seized.

The advisers who build these structures are being prosecuted too

Professional involvement does not protect the client, and it does not protect the adviser. In a case brought after a DSI investigation into a network of Phuket law and accounting offices that registered nominee companies for foreigners, the Criminal Court convicted 23 defendants — Thai nationals, foreigners and companies — of jointly supporting a foreigner's operation of a business reserved under the Foreign Business Act.

The sentence, given on 11 September 2024 in Red Case No. 2812/2567, was ten years' imprisonment, reduced by half to five years for the guilty plea, suspended for two years given the absence of any prior record, with a fine of THB 200,000 on each defendant and one year of probation. The court also ordered the companies to be dissolved, with a penalty of THB 10,000 a day for non-compliance.

That judgment is the answer to the most common reassurance foreign buyers are given: that the structure must be lawful because a Thai professional firm built it.

The land offices were given fresh instructions in August 2026

The most recent development is administrative rather than legislative. On 25 August 2026 a circular numbered มท 0515.2/ว 19097, on procedures where there is reason to suspect that land is being held on behalf of a foreigner, was issued to the provinces and published by the Department of Lands. It is available as a scanned PDF on dol.go.th.

We are recording its existence, number and subject here rather than summarising what it directs, because the published file is a scan and we have not yet had it read against the original. If you are dealing with a provincial land office on a company-held plot, ask which instruction they are working to and get the reference.

What exposure looks like

On a confirmed nominee holding, several kinds of consequence can arrive together rather than one at a time.

Criminal proceedings run against the foreigner, the Thai shareholders and anyone who knowingly arranged the structure. The land must be disposed of within the 180-day to one-year window set under Land Code section 94, and if it is not, the Director-General of Lands sells it. The company can be ordered dissolved, as it was in the Phuket case above.

Alongside that, AMLO may examine the money trail on a referral, the Revenue Department may assess back taxes on income the structure never reported, and a convicted foreigner may face immigration consequences, up to and including removal and exclusion. Those are not automatic on every conviction. Seizure or restraint of assets is a further step again and needs a predicate offence under the money-laundering law, which a nominee offence is not — see the limit set out above.

Under current law the sale proceeds go to the owner. That is the position the Ombudsman's recommendation is aimed at changing, and it is what makes this a forced sale rather than a confiscation. It is still a sale on the state's timetable, into a market that knows you have to sell, while you are defending a criminal case.

The structure is also fragile without any enforcement at all. If a nominee shareholder dies, divorces or simply changes their mind, the foreigner has very little a Thai court will enforce, because the arrangement they would have to rely on is the one the law refuses to recognise.

Warning signs your structure is exposed

Investigators work from a consistent set of indicators. If you hold Thai property or a Thai business through a company with Thai shareholders, take the file out and check it honestly against these.

• The Thai shareholders never paid for their shares, or cannot show where the money came from.
• The same Thai individual appears as a shareholder in a number of unrelated companies.
• The company has no real revenue or activity but holds high-value land.
• A loan from the foreign shareholder matches the purchase price of the land.
• Undated, pre-signed share transfer forms or blank proxies sit in the company file.
• The Thai shareholders cannot describe the business or name its customers.

Two or more of these and we would treat the structure as exposed. That threshold is our own screening rule for deciding what to look at first, not a legal test — a single indicator can be enough on the right facts, and none of them decides a case by itself.

Take Thai legal advice on confidentiality and evidential privilege before you commission a review of your own structure. What is protected, and against whom, depends on who does the work, what is produced and what proceedings it later meets. It is the same exercise as due diligence, run on your own structure instead of on a counterparty.

What the lawful options are

An exposed holding can almost always be moved onto a lawful footing, and it is far better done on your timetable than during an investigation or inside a forced-sale window.

A registered lease. A lease of land registered at the Land Office runs for a maximum of 30 years. Price the arrangement on 30 years rather than on renewal promises; the reasons not to rely on pre-agreed renewals are in our guide to the "90-year lease".

Drafting can deal with subletting and assignment. It cannot be relied on to pass the lease to your heirs. A lease right is a personal right, and the Supreme Court has held that it ends with the death of the lessee and does not fall into the estate, unless the lease is drawn so as to be something other than an ordinary lease. Anyone selling you a 30-year lease as an inheritable asset should be asked to show exactly how.

A usufruct. A registered right to use and take the benefit of the property, which can be held in a foreigner's own name for life or for a fixed term of up to 30 years. It costs little to register and a lifetime usufruct can outlast a lease, but it ends at death and cannot be inherited.

A superficies. A registered right to own the building separately from the land, so the foreigner owns the villa in their own name while a Thai party owns the ground. Combined with a lease or a usufruct it is one of the stronger lawful packages for a house.

What the land office does with either of these in practice. No statute bars a usufruct or a superficies in a foreigner's own name. What decides the outcome is the land office, not the drafting. Land Code section 74 is the mechanism: where the official has reason to believe the registration would evade the law, or that the land is being taken for the benefit of a foreigner, the matter goes to the Minister for an order, and that order is final.

The screening behind that decision is not light. The Department of Lands has set out the checks on 1 June 2026: a transfer at an assessed value of THB 5 million or more, or a cash payment of THB 2 million or more, goes through a detailed examination of the source of the funds and of the buyer's income, occupation and financial position; a buyer with a foreign spouse must state on the record that the money was their own separate property and not marital property; a company with a foreign shareholder or a foreign director is examined; and each province has a standing committee that continues to check after registration. The government instructed the Department in May 2026 to run that check monthly against any juristic person with a foreign shareholder or a foreign director, and to report quarterly.

That statement about separate property is where these two rights most often fail. Once it is on the record that the foreign spouse has no interest in the land, a usufruct or a superficies registered over that same land in that same spouse's favour invites the official to ask which of the two statements is true. Some offices register it; some refer it. That is our own observation of how these applications are treated, not a legal test. Treat both as available where the foreigner's use of the property is real and can be explained without reference to who paid for the land, and ask the office which instruction it is working to before you commit to a structure.

A sap-ing-sith. The newest of these rights, and the one that answers the lease's three weaknesses. The Sap-Ing-Sith Act B.E. 2562 (2019) created a registrable right over immovable property whose holder has, under section 11, the rights, duties and liabilities of an owner for the registered term. It can be created only over land held under a Chanote title deed or a condominium unit, and where the property is already mortgaged the mortgagee's written consent is required. It must be made in writing and registered, and the Land Office issues a sap-ing-sith certificate. The Act sets no nationality condition, so a foreigner may hold one in their own name. Land Code sections 96 and 113 reach land acquired on behalf of a foreigner, and a sap-ing-sith registered in the foreigner's own name is not that.

Under section 12 a sap-ing-sith can be transferred, it can be mortgaged, and it passes to the holder's heirs for the remainder of the term. While it subsists the owner cannot create a servitude, a usufruct or a superficies over the property.

What it does not change is the ceiling. A sap-ing-sith may not exceed 30 years from the date of registration — the same limit as a lease — and it is not ownership of land. At the end of the term the property goes back to the owner in the condition it is then in, so a villa the holder built stays with the land. Price it on 30 years, as you would a lease.

Condominium freehold. The principal practical freehold route for most foreign buyers: a unit within the building's 49% foreign quota, supported by evidence of the inward remittance at transfer. The mechanics are in our guide to the condominium foreign quota.

Land under Land Code section 96 bis. A narrow but real exception, and it is not a nominee structure. A foreigner who brings in an investment of not less than THB 40 million may acquire up to one rai of land for residential use, with the Minister's permission.

The investment does not have to be in an operating business. The Department of Lands' own public manual for section 96 bis applications accepts, singly or in combination up to the THB 40 million floor: a withdrawal from the baht account of a person resident outside Thailand for the purpose of investing; Thai government, Bank of Thailand or state-enterprise bonds, or bonds whose principal or interest the Ministry of Finance guarantees; units in specified property funds or funds established to resolve problems in the financial system; and share capital in a BOI-promoted company.

The conditions around it are what make the route rare. The investment must be maintained for at least three years. The land must lie within Bangkok, Pattaya, a municipal area or a residential zone under the town-planning law, and the application needs a certificate from the Ministry of Defence that the land is outside a military safety zone.

Few buyers meet all of them, which is why the route is seldom seen. But it exists, and it is the answer to anyone who says a company is the only way for a foreigner to reach land.

A company with real substance. Where there is a genuine business — a hotel, a rental operation, a development — the company route remains open, provided the Thai shareholders invested their own provable funds and the company actually trades. A Thai company is not unlawful merely because the only thing it owns is a house: a company whose Thai shareholders are real investors can hold residential property. What cannot be fixed with paperwork is a company whose Thai shareholders are there in name only.

Full foreign ownership, where the activity allows it. BOI promotion, a Foreign Business License and the Treaty of Amity each permit majority or full foreign ownership on their own conditions, and some activities are not restricted at all. We compare the three in 100% foreign ownership in Thailand. None of them provides a route to owning land as a home.

The work runs in a set order: a review of what you actually hold and what it exposes you to, selection of the target structure, drafting and registration at the Land Office and the DBD in the right sequence, then a documented unwinding of the old arrangement. We handle it end to end — see nominee-structure review and restructuring.

Restructuring changes your position going forward. It does not undo the past: the filings already made remain on the record, it does not extinguish liability for what has already happened, and it is not a guarantee against prosecution.

What is proposed but is not law

Two proposals are repeatedly reported as though they were already in force. Neither is.

The Office of the Ombudsman has recommended amending the Land Code so that land held unlawfully by a foreigner through a nominee is forfeited to the state, rather than sold under section 94 with the proceeds returned to the owner, and so that penalties on the foreigner are increased. The recommendations were submitted in April 2025 to the Prime Minister, the Cabinet, both chambers, the DBD, the Department of Lands and the Thai Bar Association. As at the date of this update no bill has been introduced and the section 94 forced sale with proceeds to the owner remains the law.

The second is the move to make a nominee offence a predicate offence under the money-laundering law, which would open the way to restraining and forfeiting assets on the nominee case alone. In April 2026 the DBD described this as an amendment it was preparing to propose, and we have found no enacted amendment. As things stand, seizure or restraint under that law still requires a predicate offence and a legal connection between it and the property.

Plan on the law as it stands. If either proposal is enacted, the cost of having waited rises sharply, which is an argument for restructuring now rather than an argument for treating a proposal as law.

If an investigation has already started

Khonsu Legal defends the company, its directors and its Thai shareholders in proceedings under the Foreign Business Act and the Land Code, and acts in the financial-tracing enquiries and any money-laundering proceedings that follow from them. We also act in the tax assessments that arrive alongside, and in applications and appeals against decisions of the authorities involved.

What matters most in the first week is documentary: establishing what the company can actually show about the source of its shareholders' funds and the substance of its business, before anyone gives an account of it. Where the matter is already before a court or an agency, the sequence of steps is different from a voluntary restructuring, and mixing the two makes both harder.

Both sides of this work are described on our disputes and litigation page. Litigation is quoted per matter, after we have seen the documents.

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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.