Thai property nominee structures: the risk, and how to fix it

For years, foreigners bought land, villas and houses in Thailand through a Thai company whose Thai shareholders held the majority on paper only — the so-called "nominee" structure. It was the most common route sold to foreign buyers. It was never legal. What changed in 2025–2026 is that the Thai state started enforcing the law systematically: a joint task force, data-matching between government databases, island-by-island raids, and arrests of foreign owners. Here is what that means for you, and how to fix an exposed structure before someone else forces the issue.

What a nominee structure actually is

A foreigner cannot own land in Thailand directly, except in narrow cases: there has been no land-ownership treaty since 1970, and the one statutory route — up to 1 rai of residential land for a THB 40 million-plus qualifying investment under Land Code section 96 bis — is rarely used. Condominium units are different: foreigners can own those freehold, within limits covered below.

The workaround that proliferated was a Thai limited company: foreigners hold up to 49% of the shares, Thai nationals 51% or more, and the company buys the land. That is perfectly lawful — if the company is genuine. It becomes a nominee structure when the Thai shareholders never paid for their shares, take no part in the business, and exist only so a foreigner can control land from behind a Thai façade. We draw the line between the two in detail in Buying property under a Thai company name.

One point worth being blunt about: this was never a "grey area". Nominee shareholding has been a criminal offence under the Foreign Business Act since 1999, and holding land for a foreigner has been unlawful under the Land Code for decades. Only the enforcement is new.

The law: what exactly a nominee structure breaks

Two statutes do the heavy lifting, and the specific sections define the specific consequences:

• Land Code section 86 bars foreigners from owning land outside the narrow exceptions above.
• Land Code section 74 requires the land registrar to question buyers and refuse registration where land is being acquired on behalf of a foreigner to evade the law.
• Land Code section 113 makes it a crime for any person to acquire land as an agent of a foreigner — up to 2 years' imprisonment and/or a fine of up to THB 20,000 for the Thai who fronts the deal.
• Land Code section 94 (applied to nominee holdings via section 96) requires unlawfully held land to be disposed of within a window set by the Director-General of Lands — at least 180 days, at most 1 year. If you do not sell, the Director-General sells it for you. Under current law this is a forced sale with proceeds to the owner — not confiscation.
• Foreign Business Act sections 36 and 37 supply the heavier criminal layer: Thai nominees and the foreign principal they front for each face up to 3 years' imprisonment and/or a fine of THB 100,000 to 1,000,000 — plus daily fines of THB 10,000 to 50,000 if a court orders the arrangement stopped and it continues.

A confirmed nominee holding therefore exposes the foreigner, the Thai shareholders, and anyone who knowingly set it up — all at once.

The 2025–2026 crackdown in numbers

The scale is what makes this different from past enforcement waves. In 2025, the Department of Business Development (DBD) — the company registrar — targeted 46,918 entities for inspection across six high-risk sectors, including real estate and land trading, tourism and hotels. Authorities reported more than 29,000 legal cases initiated and 852 companies prosecuted for nominee-related offences, with estimated damages above THB 15 billion.

For 2026, the DBD changed approach: it is screening the 110,000-plus companies with any minority foreign shareholding, and has reportedly flagged more than 20,000 suspected nominee cases for closer investigation, concentrated in Bangkok, Chonburi and the major tourist provinces. If your company has foreign shareholders and holds land in one of those areas, assume it is in the screening pool.

New registrations are filtered too. DBD Order No. 2/2568, effective 1 January 2026, requires Thai shareholders in foreign-partnered companies to submit three months of bank statements proving a genuine, traceable source of funds for their shares — and early reports suggest it has sharply cut nominee registration attempts. Findings also travel: in 2025 alone the DBD referred 357 companies to the Anti-Money Laundering Office (AMLO) and 3,634 to the Revenue Department.

What enforcement looks like on the ground

The campaign is run by a joint task force — DBD, the Department of Special Investigation (DSI), AMLO and the Department of Lands, with the Central Investigation Bureau and the Interior Ministry involved. Its most visible work has been on the islands:

• May 2026: a DSI/DBD operation screened 11,426 companies with foreign participation on Koh Samui and Koh Phangan, flagged more than 7,000 of them as suspected nominees, and referred 34 real-estate and tourism companies with assets exceeding THB 100 million to AMLO for financial tracing.
• 12–14 May 2026: police and DSI raided 32 suspected nominee firms on Koh Phangan holding land worth about THB 150 million, seizing shareholder records, title deeds, contracts and international transfer records.
• From 23 May 2026: a second sweep arrested 22 foreigners on Koh Phangan — 21 were charged before the court — and 45 land plots covering more than 40 rai, worth about THB 200 million, were seized. Press reports describe companies with modest registered capital and no real business holding multiple high-value plots.

The task force has announced that the same island-style operations are expanding to Phuket, Krabi, Phang Nga, Pattaya and Hua Hin. And in 2026 the Department of Lands and the DBD formalised data-sharing, so company shareholder records are now cross-checked against land-title registries. Investigators no longer need a complaint to find you; the databases find you.

Professional facilitators are targets too. In one widely reported DSI case, a Phuket law-and-accounting firm that built nominee arrangements for dozens of companies ended with 23 defendants — Thais, foreigners and companies — convicted, sentenced (10 years, reduced to 5 suspended after confession), fined THB 200,000 each, and the companies dissolved.

Warning signs your structure is a nominee

Investigators use a consistent set of red flags. If you bought a villa through a Thai company — in 2019, 2012, whenever — pull the file and check honestly against this list:

• The Thai shareholders never actually paid for their shares, or cannot show where the money came from.
• The same Thai individual appears in many companies — in reported cases, single Thai nationals have been found holding shares in dozens of companies and referred to the DSI.
• The company has no real revenue or activity, yet holds high-value land.
• A loan from the foreign shareholder conveniently matches the land purchase price.
• Undated, pre-signed share-transfer forms or blank proxies sit in the company file.

Two or more of these and you should treat the structure as exposed. It is fragile even without an investigation: if a nominee shareholder dies, divorces or changes their mind, the foreigner has little a Thai court will enforce — because the arrangement they would rely on is the one the law refuses to recognise.

The 2025 Supreme Court ruling that broke "30+30+30" leases

One more development matters before the solutions. Many foreigners hold villas under a registered 30-year lease with two pre-agreed 30-year renewals — the "30+30+30" sold as a 90-year package (we dissect that structure in our guide to the "90-year lease"). In Supreme Court judgment No. 4655/2566, reported in March 2025, the court held that a registered lease is good for a maximum of 30 years and that pre-agreed automatic renewals are unenforceable, whatever the contract says. The initial registered 30-year term remains valid; renewal requires a genuine new agreement and fresh registration when the time comes.

If you hold a 30+30+30 lease, you have not lost your lease — but stop counting on years 31–90, and consider layering in other registered rights (below) while relations with the landowner are good.

How to restructure lawfully

An exposed holding can almost always be moved onto a lawful footing — far better on your own timetable than during an investigation or a forced-sale window. As of June 2026 the lawful menu is:

1. A registered 30-year lease

You take a lease registered on the title deed at the Land Office (any lease over 3 years must be registered to be enforceable beyond 3 years). Thirty years is the hard maximum — price the deal on 30 years, not renewal promises — and a well-drafted lease can still secure succession, subletting and sale rights within that term.

2. A usufruct

A usufruct (a registered right to use and enjoy the property) can be registered in a foreigner's own name, for life or for a fixed term of up to 30 years. A lifetime usufruct can outlast a 30-year lease and costs little to register, though it ends at death and cannot be inherited.

3. Superficies

Superficies (Civil and Commercial Code sections 1410–1416) separates the building from the land: the foreigner owns the villa itself, registered in their name, while a Thai party owns the land. Combined with a registered lease or usufruct, this is one of the strongest lawful packages for a villa.

4. A genuine company — with real substance

If there is a real business — a hotel, a rental operation, a development — the company route remains open, done properly: Thai shareholders who invested their own provable funds (the Order 2/2568 standard), real revenue, real activity. A company that exists solely to hold your house cannot be made compliant by paperwork alone.

5. Condominium freehold

Where a condo can replace the villa, it is the only true freehold available to foreigners: units within a building's 49% foreign quota, with foreign-currency remittance (FET) evidence at transfer. We cover the mechanics in our guide to the condominium foreign quota.

The work runs in a set sequence: a privileged review of what you actually hold and the exposure it carries (classic due diligence on your own structure); selection of the target structure; drafting and registration at the Land Office and DBD in the right order; then a clean, documented unwinding of the old arrangement. We handle this end to end — see nominee-structure review and restructuring on our Real Estate Transactions page.

What is proposed but not yet law

Three proposals circulate widely and are routinely misreported as law. As of June 2026, none is in force: a Land Code amendment that would forfeit nominee-held land to the state without sale proceeds (discussed at government level in early 2026 but still only under study — confirm the current position with us before acting); a 99-year leasehold; and raising the condo foreign quota from 49% to 75%. Plan on the law as it stands — forced sale, 30-year leases, a 49% quota — not on rumours.

What happens if you do nothing

On a confirmed nominee holding, the consequences stack: criminal prosecution of both the foreigner and the Thai nominees, forced sale of the land within 180 days to 1 year, dissolution of the company, AMLO asset tracing and possible freezing, Revenue Department referral for back taxes, and for foreigners, deportation and blacklisting. You keep the sale proceeds under current law — but you sell on the state's timetable, into a market that knows you must sell, while defending a criminal case.

Restructuring voluntarily does not erase the past — no amnesty has been legislated, and the old arrangement technically remains prosecutable. But it removes the ongoing offence, takes you out of the red-flag data-matching, and replaces an unenforceable structure with registered rights a Thai court will actually protect.

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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.