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Holding a villa through a Thai company with nominee shareholders breaches the Foreign Business Act, and both the Thai nominee and the foreigner who supplied the money are liable. In 2026 several bodies check these structures: the Department of Business Development (DBD) at registration and changes, the Department of Lands at transactions, and the police and the Department of Special Investigation (DSI) in criminal cases. The main lawful exits are a lease with superficies or usufruct, a sale to a Thai buyer and a company with a real business. Rules are as of 6 October 2026.
In short
- A nominee structure breaches section 36 of the Foreign Business Act (FBA): up to three years in prison and/or a fine of THB 100,000 to 1,000,000 (ThaiLawOnline, 3 October 2026). Directors can also be personally liable under section 41.
- Since 1 August 2026, DBD Order No. 2/2569 requires the Thai shareholders' bank statements for companies with a foreign shareholder under 50% or a foreign director (LawPlus, 28 August 2026).
- A Department of Lands circular of 15 May 2026 calls for source-of-funds checks from THB 2 million cash or THB 5 million appraised value. Phuket is a priority province (Juslaws, 19 May 2026).
- Lawful routes: a registered lease with superficies or usufruct, a sale to a Thai buyer, a company with a real business, Board of Investment (BOI) promotion or a Foreign Business Licence (FBL).
- Restructuring does not erase the past: the limitation period runs from the offence. Begin with an audit.
Why does a nominee company breach Thai law?
A foreigner can acquire land only under a treaty (Land Code s. 86; ThaiLawOnline), and none in force gives that right. A Thai company with half or more of its capital held by foreigners counts as foreign under the Foreign Business Act. A nominee who is only a name breaches the Act with the foreigner behind the money (ThaiLawOnline, 3 October 2026).
| Offence | What it carries |
|---|---|
| Nominee structure, FBA s. 36 (and s. 37 for an unlicensed restricted business) | Up to three years in prison and/or a fine of THB 100,000 to 1,000,000, for the nominee and the foreign principal; directors can be personally liable (s. 41) |
| Ignoring a court order to stop | THB 10,000 to 50,000 a day |
| Land held under foreign control, Land Code s. 111 | Forced disposal, within a period reported as 180 days to a year |
| The company | Dissolution |
The limitation period runs from the offence, and closing the company does not wipe out the liability (ThaiLawOnline, Lex Bangkok). An offer of "freehold through a company" in which the Thai shareholders are only names is the same structure.
What does the DBD check in 2026?
The DBD checks where the Thai shareholders' money came from. Since 1 August 2026, Order No. 2/2569 asks a new company with a foreign shareholder under 50%, or a Thai company with a foreign director, for an investment explanation letter and the Thai shareholders' bank statements for the three months before the capital was paid (LawPlus, 28 August 2026).
| Date | DBD order | What it requires |
|---|---|---|
| 1 January 2026 | No. 2/2568 and Nos. 3/2568 to 5/2568 | New companies with foreign participation under 50%, or with a foreign director: three months of Thai shareholders' bank statements matching their share payments, an address check and a check against the Anti-Money Laundering Office (AMLO) watchlist |
| 1 April 2026 | No. 1/2569 | Checks extended to changes: share transfers, capital increases and director changes |
| 1 August 2026 (issued in mid-July 2026) | No. 2/2569 | Replaced orders 2/2568 and 1/2569. New company: an explanation letter, each Thai shareholder's statements matching the amount and date of the capital payment, and the statement of the account that received it. Existing company: a confirmation letter, for example when a foreign director with signing power joins a wholly Thai board |
The sources mention no grace period for existing companies: the order applies when a company files changes. LawPlus (28 August 2026) names the appointment of a foreign director to a company that had only Thai directors as a trigger, while Dejudom (13 August 2026) reads it more broadly, as any change that brings in a foreign minority holder or signatory. aimbangkok reports exemptions for 100% foreign-owned, BOI, FBL and Treaty of Amity companies, while Dejudom says the order does not spell exemptions out. If the Thai shareholders cannot show their own bank records of paying for their shares, the company is at risk (ThaiLawOnline, 3 October 2026).
Who else is checking?
The checks go beyond the DBD register. The Department of Lands examines a buyer's source of funds at the transaction, the police run criminal cases, and the Commerce Ministry has screened 125,622 companies, 36,277 of them with foreign investment (Nation Thailand, 8 September 2026).
| Who | What is known |
|---|---|
| Department of Lands | Urgent circular of 15 May 2026: officers check source of funds, income and occupation when cash consideration is THB 2 million or more or appraised value THB 5 million or more; monthly checks of juristic persons with foreign shareholders or directors; Phuket is a priority province. It concerns land, and condos within the 49% quota stay under the Condominium Act (Juslaws, 19 May 2026) |
| Police | Raids on 20 June 2026 in Phuket, Phang Nga and Krabi: more than 500 officers, 76 companies, 89 plots worth about THB 1.05 billion, 59 arrest warrants (28 Thai, 31 foreign). In Phuket, 10 companies alleged to be nominees and 39 foreign-majority companies, 56 plots, about THB 231 million (Nation Thailand, 20 June 2026) |
| Interior Ministry and Commerce Ministry | On 11 July 2026 a task force inspected two hotels in Patong. According to the Commerce Ministry, about 360 Phuket companies may have used nominee shareholders (Thaiger, 12 July 2026). Nation Thailand puts the number under scrutiny at 391: 353 were referred to the BOI and 38 await checks (11 July 2026) |
| DSI | An investigation into Thai nominees holding Phuket property for foreigners; in September 2026 the DSI is calling witnesses (Thaiger, 21 September 2026) |
In the 20 June raids police also suspected document fraud involving a lawyer and an auditor (Nation Thailand, 20 June 2026). "Fixing" papers afterwards is not an option: false statements at registration are a separate offence (ThaiLawOnline, 3 October 2026).
Which lawful ways out exist?
Several lawful routes exist, and the right one depends on who paid and whose name is on the papers today: a lease with superficies or usufruct, a sale to a Thai buyer, a company with a real business and, in special cases, BOI promotion or an FBL. A nominee structure is not among them (ThaiLawOnline, Lex Bangkok, 2026).
| Route | What the foreigner gets | Conditions and limits |
|---|---|---|
| Lease of the plot with superficies over the house, or usufruct | A registered right: lease and superficies up to 30 years, usufruct for life or up to 30 years (fixed term only for a company) | Registered at the Department of Lands; renewal only by a new agreement (judgment No. 4655/2566); courts look at substance |
| Sale to a Thai buyer | Cash instead of ownership | A real sale: the buyer pays from the buyer's own account, and "sold to an acquaintance, we keep using it" is still a nominee structure |
| A company with a real business | A stake in a company whose Thai shareholders pay for their own shares | Bank statements prove the payment; an activity on FBA List 3 needs a licence; the Land Code has its own tests for companies with foreign participation, checked separately |
| BOI or a Foreign Business Licence | Control of a company running a licensed business | Land only for the promoted activity; sources estimate 4 to 8 months for an FBL and 2 to 4 for BOI |
| A condo within the 49% quota | Ownership of a unit | A different asset, not a villa |
A narrow exception also exists: Land Code s. 96 bis lets a foreigner who invests at least THB 40 million in approved assets hold up to 1 rai of residential land with Interior Minister approval (ThaiLawOnline, text of the Code). Lawyers describe it as rarely used. What a lease gives you is in The 30-year lease ruling: what a 30+30+30 promise is worth now, and Freehold vs leasehold in Thailand compares the routes.
Where do you start if your villa is already held through a nominee company?
With an audit by a lawyer licensed by the Lawyers Council of Thailand, not with new signatures. Changes to the company, such as a new foreign director or a foreign shareholder joining, can trigger a DBD check, and restructuring does not erase the past. The result depends on the facts, and we cannot promise it in advance.
- Gather the land title, incorporation papers, shareholder list, purchase contract, proof of payments, loans and powers of attorney.
- Establish who paid and from where, how shares and directors are recorded, what the Chanote shows and whether the villa is used for a business.
- Assess whether the company meets the screening criteria and whether any official has made contact.
- Pick a route from the table above with your lawyer, write the plan down and change the company only as the plan says: changes are checked, and the papers must stand up to that check.
- Carry out the route and keep the bank records that show where the money came from.
A typical situation assembled from practice is in the case study Villa on a nominee company: moving to a lawful structure.
If you are American, British or Australian
A common misunderstanding is that the US Treaty of Amity lets Americans own land. A US national can use a Treaty of Amity certificate for a business, but it gives no right to land (ThaiLawOnline, 3 October 2026). No treaty gives UK or Australian nationals that right either.
If you are married to a Thai national, one pattern lawyers describe is that your spouse owns the land and you hold a registered lifetime usufruct, which ends when you die (ThaiLawOnline, 27 September 2026). The source-of-funds checks in the circular of 15 May 2026 apply to the Thai buyer too, and any structure is judged on substance.
What next
Describe your situation in the form on the villa page: a lawyer licensed by the Lawyers Council of Thailand replies within 24 hours and tells you where to start. See how we handle villa purchases and structure checks on Buy a villa in Phuket legally and Buying land in Phuket as a foreigner.
Rules checked as of 6 October 2026.
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