Using a Thai person or Thai-controlled company to hold land for a foreigner is not a safe workaround. If the arrangement is a nominee structure rather than genuine Thai ownership, it may expose the foreigner, the Thai nominee, the company and other participants to criminal proceedings. The land may also have to be sold within a period fixed by the Director-General of the Department of Lands and, if it is not sold in time, may be disposed of by the authorities.
In our experience advising on Thai property transactions, the most serious problems usually arise because the parties focus only on the names shown on the title deed or shareholder register. Authorities and courts can look beyond those documents to the real source of funds, actual control, beneficial ownership and the commercial purpose of the structure.
What is a nominee landholding arrangement in Thailand?
A nominee arrangement exists where a Thai individual or entity appears to own land but, in substance, holds it for a foreign person or a foreign-controlled entity that is not legally entitled to own the land.
Warning signs may include:
- the foreigner providing all or most of the purchase price or the Thai shareholders’ capital;
- Thai shareholders having little income or financial capacity to make the investment;
- pre-signed share-transfer documents, blank instruments or undisclosed side agreements;
- the foreigner having exclusive control of the land, company bank accounts or sale proceeds;
- Thai shareholders receiving a fixed fee but bearing no genuine investment risk; or
- a company having no real business activity apart from holding a house, villa or land for a foreigner.
No single factor automatically proves a criminal offence. Liability depends on the facts, intention and evidence in each case. A company is not unlawful merely because it has foreign shareholders, but its Thai ownership and business activities must be genuine.
Principal penalties under Thai law
The following provisions are commonly relevant. More than one offence may be alleged from the same transaction, depending on the evidence.
| Person or conduct | Principal provision | Maximum statutory penalty |
|---|---|---|
| A foreign individual acquiring land contrary to the Land Code | Land Code, Section 111, read with Section 86 | Imprisonment up to 2 years, a fine up to THB 20,000, or both |
| A juristic person acquiring or using land contrary to the Land Code | Land Code, Section 112 | Fine up to THB 50,000 |
| A person acquiring land as an agent or nominee for a foreigner or foreign juristic person | Land Code, Section 113 | Imprisonment up to 2 years, a fine up to THB 20,000, or both |
| Giving false information to a competent official | Penal Code, Section 137 | Imprisonment up to 6 months, a fine up to THB 10,000, or both |
| Causing an official to record false information in an official document for a legally relevant purpose | Penal Code, Section 267 | Imprisonment up to 3 years, a fine up to THB 60,000, or both |
The Penal Code offences are not automatic. The prosecution must prove the elements of the particular offence, including the relevant false statement and intention. Depending on the company’s activities, nominee shareholding may also create separate exposure under the Foreign Business Act and other laws.
Can the land be forced to be sold?
Yes. Criminal punishment and disposal of the land are separate risks.
Under Sections 94 and 96 of the Land Code, where a foreigner unlawfully acquires land, or a person acquires land as an owner on behalf of a foreigner or a foreign juristic person, the land must be disposed of within the period fixed by the Director-General of the Department of Lands. That period must be at least 180 days but not more than one year. If the land is not disposed of within the prescribed period, the Director-General has statutory power to dispose of it.
This administrative process does not necessarily require the authorities to wait for a final criminal judgment before taking action under the Land Code. The precise procedure and the rights of affected parties must be assessed from the official order and the facts of the case.
A forced disposal can create substantial commercial loss. The parties may lose control over timing, buyer selection and price, while taxes, fees, expenses, mortgages and competing claims may affect the net proceeds. It should not be assumed that the original purchase price will be recovered.
When may a foreigner lawfully own land in Thailand?
Foreign land ownership is the exception, not the general rule. Important statutory routes include:
1. Inheritance as a statutory heir
A foreigner who inherits land as a statutory heir may apply for permission under Section 93 of the Land Code. Permission is subject to the statutory landholding limits. Being named in a will does not, by itself, guarantee that the foreign beneficiary may retain ownership of the land.
2. Residential land of up to one rai
Section 96 bis of the Land Code permits a qualifying foreigner to apply to acquire up to one rai of land for residential use. The route requires ministerial permission and compliance with detailed conditions. The applicable ministerial regulation requires an investment of at least THB 40 million in prescribed investments and maintenance of the investment for the required period. Approval is not automatic and the location and use of the land are restricted.
3. Investment promotion and other specific legislation
A foreign juristic person holding a Board of Investment promotion certificate may apply for permission to own land under Section 27 of the Investment Promotion Act, but only in the amount and for the promoted activity approved by the BOI. Other specific laws, including legislation governing industrial estates, may provide separate rights subject to their own approvals and conditions.
4. A Thai spouse genuinely purchasing with separate property
Where a Thai spouse buys land, the foreign spouse may be required at registration to confirm that the purchase funds are the Thai spouse’s separate property and that the foreign spouse has no ownership claim over the land. This is not an exception allowing the foreign spouse to own land indirectly. The declaration must reflect the true source of funds and genuine ownership. A false declaration or concealed nominee arrangement may create additional legal exposure.
Foreigners may also consider lawful alternatives such as a properly registered lease, a superficies for ownership of a building, usufruct, or condominium ownership within the foreign ownership quota. The appropriate structure depends on the intended use, duration, financing, succession plan and exit strategy.
How authorities identify nominee structures
Land and corporate records are no longer assessed in isolation. Current enforcement activity shows that authorities may compare company registration information, shareholder profiles, accounting records, bank transfers, land records and actual control of the property.
Investigators may examine:
- the source of the purchase price and share capital;
- the Thai shareholders’ occupations, income and financial capacity;
- loans or funds moving from the foreign beneficiary to Thai shareholders;
- voting rights, directorships, powers of attorney and control of bank accounts;
- whether the company conducts a genuine revenue-generating business;
- who occupies, manages, rents out or receives income from the property; and
- communications or agreements showing who is treated as the real owner.
The Department of Lands maintains preventive measures for suspected foreign nominee landholding. In 2026, the Department of Special Investigation and Department of Business Development also announced intensified data-led investigations into nominee companies in major tourist areas. These enforcement actions are allegations and investigations unless and until a final judgment establishes guilt, but they demonstrate that authorities are actively testing the economic reality behind registered ownership.
Practical steps if an existing structure may be at risk
Do not transfer shares, fabricate documents, backdate loans or move money in an attempt to “repair” the file. Those acts can make the position materially worse.
- Preserve all records. Secure title documents, company files, bank statements, contracts, tax records, correspondence and evidence of the original source of funds.
- Map the real transaction. Identify who paid, who controls the company and land, who receives income and what each participant understood.
- Obtain independent Thai legal advice. The lawyer should assess the Land Code, Foreign Business Act, corporate, tax, immigration and criminal implications together.
- Review lawful exit options. Depending on the facts, this may involve a genuine arm’s-length sale, corporate restructuring, correction of inaccurate records or cooperation with the competent authority. No step should be taken before its criminal and tax consequences are reviewed.
- Prepare for official inquiries. Responses should be truthful, consistent and supported by contemporaneous documents.
Frequently asked questions
Can a Thai company with foreign shareholders buy land?
Potentially, yes, if the company is legally Thai, operates a genuine business and the Thai shareholders genuinely invest and exercise ownership rights. A company formed or maintained merely to hold land for a foreigner is exposed to nominee findings even if its registered Thai shareholding exceeds 50%.
Is a 49% foreign / 51% Thai shareholding structure automatically legal?
No. The percentages shown in the register are only part of the analysis. Authorities may examine who supplied the capital, controls decisions, receives the economic benefit and bears the investment risk.
Will an owner receive the proceeds if the land is forcibly disposed of?
There may be a right to the net proceeds after the applicable process, but the amount available can be affected by taxes, official expenses, secured debts and other claims. Recovery of the original investment or market value is not guaranteed.
Does signing a declaration at the Land Office protect a Thai–foreign couple?
Only if it is true. A declaration that the purchase funds are the Thai spouse’s separate property does not validate an arrangement in which the foreign spouse is the real beneficial owner.
What should a buyer do before acquiring property through a company?
Obtain legal due diligence on the title, land use, company history, source of capital, shareholder arrangements, tax position and intended business. The review should be completed before paying a deposit or signing binding documents.
Key takeaway
Thai nominee land ownership creates two distinct forms of exposure: criminal liability for the participants and compulsory disposal of the land. The safest approach is to select a lawful ownership or use structure before funds are transferred and to document the genuine commercial substance of the transaction. If a structure is already in place, obtain confidential legal advice before changing ownership, shares, contracts or financial records.
This article provides general information as of August 2026 and is not legal advice for any particular transaction or investigation. The facts, documents and current official requirements should be reviewed by a qualified Thai lawyer.
Author: Siam Center Law Group — Property and Business Law Team
