Ownership & the law
When owning property through a Thai company is legitimate, why nominee structures are illegal, how the authorities check, what a genuine company costs to run, and what to do if you already own through one.
In short
- A Thai company with more than 49% foreign shareholding is treated as foreign and can’t own land.
- Using Thai nominee shareholders who don’t genuinely invest is illegal and can be unwound, with penalties.
- A company is legitimate when it’s a real business, such as a hotel or resort, with genuine Thai partners.
- Companies cost money to run: accounts, audits, tax filings and compliance every year.
- For a holiday home, a lease and superficies is usually the right structure.
For many years, a common way for foreigners to “own” land in Thailand was through a Thai limited company, with Thai shareholders holding a majority on paper while the foreign buyer funded and controlled everything. That is a nominee structure, and it is illegal. Today, the Land Office and other authorities look closely at companies buying land. This guide explains when a company is a legitimate choice, what the risks are, and what to do if you already own through one. For the mainstream options, see foreign property ownership in Thailand.
General information, not legal or tax advice. Company structures need specialist legal and accounting advice.
The legal rules
The law
A company is treated as foreign if more than 49% of its capital is held by foreigners or more than half of its shareholders are foreign, and can’t own land without permission. Holding land on behalf of a foreigner is an offence for the Thai holder and the foreigner, and the land can be ordered disposed of. Foreign-majority companies also need permission to operate many types of business.
Land Code, sections 97, 111 and 113; Foreign Business Act B.E. 2542
What a nominee structure looks like
- Thai shareholders hold 51% or more, but didn’t invest their own money.
- The foreigner funds the purchase, often through loans to the company or to the Thai shareholders.
- Preference shares or voting rights give the foreigner control, despite a minority holding.
- Thai shareholders sign undated share transfers or resignation letters.
- The company has no real business: it just holds a holiday villa.
Any of these features can be evidence of a nominee arrangement.
How the authorities check
When a company with foreign shareholders or directors buys or leases land, the Land Office may ask for:
- evidence of where the Thai shareholders’ money came from, such as bank statements;
- the company’s business purpose and whether it actually trades; and
- the shareholder agreements and share structure.
Companies with suspected nominee arrangements have been investigated, and structures have been unwound.
When a company is legitimate
- A real operating business: a hotel, resort, restaurant or rental company with staff, income and accounts.
- Genuine Thai partners who invested their own money, share in the profits and take part in decisions.
- BOI promotion, where a qualifying business is permitted to own the land it needs.
- A Thai-majority family company owned by genuine Thai family members.
What a company costs to run
| Obligation | What it involves |
|---|---|
| Accounting | Monthly bookkeeping by a Thai accountant |
| Audit | An annual audit by a licensed auditor |
| Tax filings | Corporate tax, withholding tax and VAT returns as applicable |
| Annual filings | Shareholder lists and financial statements to the Department of Business Development |
| Compliance | Meetings, minutes and registered office |
These costs continue every year, whether or not the company earns anything.
If you already own through a company
Many older Samui properties are held in companies set up years ago. If yours is one:
- Have a lawyer review the structure: who the shareholders are, how they invested and what agreements exist.
- Bring the company into compliance: accounts, audits and filings up to date.
- Consider restructuring: for example, the company leasing the land and granting a superficies to you personally, or selling the property and buying back on a lease.
- Plan your exit: buyers and their lawyers will scrutinise company structures closely.
Alternatives for most buyers
| If you want… | Consider |
|---|---|
| A holiday home or family villa | A registered lease, superficies and the house in your name |
| Outright ownership | A freehold condo within the foreign quota |
| A tradeable, inheritable right | Sap Ing Sit (still rare) |
| To run a genuine hotel business | A properly structured company with real Thai partners, or BOI |
Frequently asked questions
Only if the company is genuinely Thai-majority, with Thai shareholders who invested their own money, typically running a real business.
Yes. Holding land on behalf of a foreigner is an offence and the land can be ordered sold.
Have a lawyer review it, bring the company into compliance and consider restructuring.
Usually not. A registered lease and superficies is simpler, cheaper to maintain and lawful.
Monthly accounting, an annual audit, tax filings and compliance every year.
Unsure about a company structure?
We can introduce you to lawyers who review and restructure Thai companies.
General information only, not legal or tax advice.