Insight • Property and corporate
For years, foreign buyers were told that a Thai company with Thai shareholders was a normal way to hold a villa or a plot of land. The structure has not changed. What has changed is how closely the authorities look at it, and how much it costs when they do.
A nominee is a Thai shareholder who holds shares on paper for a foreigner, without putting in real money and without taking a real part in the company. The Foreign Business Act does not care how the shareholding register looks. It asks who actually funded the company and who actually controls it.
The Department of Business Development, under the Ministry of Commerce, has moved from checking paperwork to checking substance. Its order on supporting documents for company registration took effect on 1 January 2026, and the department has reported that attempted nominee registrations fell by more than sixty five per cent after it.
The department has also run a nationwide review of close to forty seven thousand companies in risk groups, with task forces at province level, and has named tourism and real estate in Phuket and Pattaya as priority sectors. Further measures were being prepared for the spring of 2026.
Not the ratio of shares, which was always easy to arrange, but the money and the people behind it. Where the capital came from. Whether the Thai shareholders could plausibly have paid for their shares. Whether the same individuals appear as shareholders in many unrelated companies. Whether the company does anything other than hold a house.
Under the Foreign Business Act the exposure falls on both sides. Fines run from one hundred thousand to one million baht, with daily fines while the breach continues, and imprisonment of up to three years is available against both the Thai nominee and the foreign investor. The property itself can be caught up in the consequences.
There are legitimate routes, and which one fits depends on what you are buying and why. A condominium inside the foreign ownership quota is owned outright. A registered long lease, drafted properly rather than copied from a developer template, holds up. A company is legitimate when it is a real business with real Thai participation and real capital, and the test is whether it would survive an inspection without you having to explain anything.
If you already hold property through a structure set up years ago, the useful question is not whether it was normal at the time. It is whether it would pass the checks being run now, and what it would take to put it right before anyone asks.
Review before you buy, or before you are asked
We review existing company and lease structures, tell you plainly where the exposure is, and set out the options to correct it. For new purchases we design the holding structure before the deposit, not after.
This article is general information about Thai law and not legal advice on your situation.
