Thailand Landholding Companies in 2026: Nominee Risk, Liability and Exit Options

For years, foreign buyers used Thai limited companies to acquire land, houses, villas and development sites. In many structures, Thai shareholders held the majority on paper while the foreign buyer supplied the money, occupied the property and controlled the company.

A partly foreign-owned Thai company is not automatically unlawful. The risk arises when Thai shareholders are not genuine investors or decision-makers but lend their names to conceal foreign ownership or control.

The underlying law remains broadly the same in 2026. What has changed is the evidence now requested by the Department of Lands and the Department of Business Development (DBD), and the ability of the two agencies to compare it.

In brief

• A 51/49 share split is not, by itself, proof that a landholding company is lawful or unlawful.
• The authorities can examine how both the land and the Thai shareholders’ shares were funded.
• DBD has now identified 36,277 landholding entities with foreign participation as a national risk group for review; inclusion in that group is a screening measure, not a finding of illegality.
• Early review preserves more time to document a genuine structure, adopt a lawful alternative or arrange an orderly sale.

What changed in 2026

The Department of Lands’ Urgent Circular ว 10722 of 15 May 2026 directs land officials to make closer inquiries in higher-risk transactions. Additional investigation is required where the cash consideration is at least THB 2 million or the official assessed value is at least THB 5 million, except for inheritance transfers to statutory heirs. Reasonable suspicion is a separate trigger, even below those amounts.

Officials may ask about the source of funds, income, financial position and occupation of the Thai buyer or shareholders. The thresholds are screening triggers, not safe harbours.

The review does not end at registration. The Department has also directed monthly checks of landholding companies with foreign shareholders or directors, or other grounds for suspicion, with quarterly reporting. Unusual shareholder changes, capital increases and shifts in ownership ratios are express risk indicators.

At company-registration level, Central Partnership and Company Registrar Order No. 2/2569, effective 1 August 2026, requires additional evidence for specified registrations involving foreign participation or an authorised foreign signatory. Depending on the filing, this can include three months of bank statements from Thai investors, records showing the company’s or director’s receipt of the capital, an investment explanation and a signed confirmation that the investment is genuine.

The two agencies are therefore testing different parts of the same structure: the Land Office can examine the money used to acquire the property, while the DBD can compare each Thai shareholder’s payment with the company’s receipt of the capital.

DBD has now mapped the national review pool

In August 2026, DBD matched corporate and Department of Lands records and identified 36,277 landholding entities with foreign participation. Of these, 31,516 had foreign participation of up to 49%; 4,761 fell within its higher foreign-shareholding category.

This is a screening population, not a list of proven nominee companies. It can include entities entitled to hold land under specific legislation, such as qualifying BOI-promoted or industrial-estate businesses. The practical change is the authorities’ ability to compare land records, corporate ownership and funding evidence across a defined national dataset.

When a 51/49 Thai landholding company becomes a nominee structure

The Land Code first applies two formal tests. Under Section 97, a limited company is treated as foreign for landholding purposes if foreigners hold more than 49% of its registered capital or make up more than half of its shareholders. Section 98 extends the classification through certain corporate shareholders.

Later changes matter too. If a company acquires land while outside Sections 97 and 98 but subsequently falls within either provision, Section 100 applies the Section 95 disposal framework by analogy. A proposed share transfer or capital change must therefore be checked for its effect on the company’s continuing entitlement to hold land, even where the original acquisition was lawful.

Passing those numerical tests is not a safe harbour. Sections 96 and 113 address land held by a person on behalf of a foreigner or foreign juristic person. In a suspected nominee structure, the authorities may examine:

• who funded the Thai shares and the land purchase;
• whether the Thai shareholders had the means to invest and bore a real economic risk;
• who controls the bank accounts, voting and important decisions;
• whether the company conducts a genuine business; and
• who occupies the property and receives its economic benefit.

A foreign loan, foreign director or foreign occupant does not alone prove a nominee arrangement. Nor does a compliant share register resolve the question where the money trail and actual arrangements point elsewhere. A risk indicator justifies closer review; it is not, without more, a finding of wrongdoing.

What enforcement looks like now

The Ministry of Interior’s Urgent Circular มท 0515.2/ว 19097 of 25 August 2026 strengthens provincial screening and joint investigations. It does not amend the Land Code or introduce new penalties.

How an investigation progresses

1. Screening and referral. Provincial Land Offices screen higher-risk or suspicious entities and submit preliminary findings to the fact-finding committee. Local information, complaints and agency records may contribute to the inquiry.
2. Examination of the facts. The committee’s expanded membership includes investigative and specialist agencies, such as local police and provincial revenue representatives. The inquiry can cover shareholding, funding, business activity, foreign residence or occupation, tax information, and financial and asset records.
3. Action according to the findings. Where the committee finds that an entity is foreign under the Land Code, the August circular directs referral to the provincial governor to consider the disposal period. Foreign classification alone does not establish unlawful landholding: any statutory permission or exemption must also be checked. Where a company is found to have been established or used to hold land for a foreigner in circumvention of the law, the August circular directs land officials to file a criminal complaint and follow the case to its conclusion.

Disposal and criminal proceedings can both arise under the applicable law. A request for documents is not itself a finding of wrongdoing or a disposal order. If contacted, identify the issuing authority, documents requested and response deadline, and preserve the acquisition and company records before preparing a factual response.

17 September circular: action plans and checks after disposal

The Department of Lands’ Urgent Circular มท 0515.2/ว 20953 of 17 September 2026 requires provincial land officers to refer identified entities falling within Sections 97–98, or suspected of holding land for foreigners, to provincial committees for assessment; referral is not itself a disposal order, and any lawful entitlement to hold land must be considered. Provinces must report their referral action plans by 26 September 2026 and submit consolidated progress reports by the last working day of each month. The September deadline is for the authorities’ action plans, not a general deadline for companies to sell their land.

Where the Provincial Committee finds that an entity intends to commit an offence or holds land on behalf of a foreigner or foreign juristic person, paragraph 2 directs referral to the governor to determine the disposal period under the Land Code and requires the Land Office to file a criminal complaint against offenders without delay. Where those conditions are met, the circular contemplates both processes, not a choice between them.

After a transfer in a compulsory disposal is registered, provincial land officers must submit the transferee for committee review of whether their conduct indicates that they act as a nominee for a foreigner or for the person or entity subject to compulsory disposal. A connection with the former holder is not, by itself, a finding of nominee conduct. Registration of a new owner therefore does not end scrutiny. The circular implements existing law; it does not introduce new ownership thresholds or penalties.

Reported cases remain at different procedural stages:

• In Bangkok, police reported investigating an alleged network involving 33 companies and 33 luxury houses worth more than THB 1.275 billion (Nation Thailand).
• In Chonburi, police executed 41 search warrants in an operation targeting 33 companies linked to 32 land plots valued at approximately THB 235 million (Nation Thailand).
• In Krabi, Phuket and Phang Nga, the Government reported searches concerning 89 plots — just over 49 rai, valued at about THB 1.05 billion — and alleged nominee or foreign-majority landholding companies (Royal Thai Government).

These are investigations and allegations, not final findings against every company or person mentioned.

Section 94 forced disposal and criminal liability

If a person acquired land on behalf of a foreigner, Section 96 applies the Section 94 disposal procedure mutatis mutandis. For a company classified as foreign under Sections 97 or 98, Section 99 applies Chapter VIII of the Land Code, including Section 94 where its conditions are met. Classification alone is not a disposal order; the company’s entitlement to hold the particular land must be assessed. The statutory disposal period is at least 180 days and no more than one year. The power is vested in the Director-General; the Department’s manual records delegation of relevant disposal functions to provincial governors. Compulsory disposal under these provisions is not automatic confiscation.

The deadline matters because it separates two different processes. During the prescribed period, Department guidance requires a legally eligible transferee accepted by the relevant foreigner or foreign juristic person; the price is set or approved by that person or entity unless a court order provides otherwise. If the deadline expires, the Department controls the statutory disposal under Sections 50–55.

A Department-controlled disposal is not necessarily an auction. The permitted methods include an ordinary sale, competitive tender, auction or hire-purchase. The rights holder may propose a method, and the price is agreed or determined through the statutory valuation process by reference to current market value. Under Section 50, the Director-General may also charge an additional disposal fee of up to 5% of the price. The Department’s foreign landholding manual sets out the procedure.

If the Department proceeds to statutory disposal under Sections 50–55 and gives notice under Section 52, Section 53 gives the Director-General immediate possession power, requires the rights holder, tenants and other occupants to leave within one year, and terminates an existing lease on the notice date. A 30-year lease granted by the same landholding company therefore does not remain an independent fallback once that notice is issued.

Payment may also take years. If the Department uses hire-purchase or instalment terms, a Section 94 case falls within Section 54’s ten-year maximum payment period. The former rights holder may receive the price over as long as ten years, with 3% annual interest on the unpaid balance. This is a permitted structure, not the timetable for every disposal.

September 2026 update. Recent enforcement practice suggests that compulsory disposal of unlawfully held land is becoming the authorities’ primary immediate land remedy. In its 18 September 2026 statement, the Government reported evidence indicating nominee landholding involving land worth over THB 80 billion and legal action aimed at compulsory disposal. This describes the direction of enforcement, not completed sales or final findings against every company.

Criminal prosecution and immigration consequences remain separate, fact-dependent matters. The official Koh Lanta account illustrates the distinction: preparations for disposal proceeded alongside further police investigation into funding and shareholders, with prosecution to follow if the relevant wrongdoing was established. Disposal does not replace criminal liability or mean prosecution is waived; any immigration measure requires its own legal basis and assessment of the individual case.

Disposal and criminal liability are separate tracks:

Whether any offence is made out depends on the conduct and evidence. Receiving an inquiry letter does not establish criminal liability.

What owners should do now

Review three periods separately: the original acquisition, material changes afterward and the present arrangement. Establish what each party contributed, owned and received at each stage. A current shareholder list cannot explain the whole history.

• Ownership and funding: trace direct and intermediate shareholders, actual share payments and the separate funding of the land purchase. Match bank records with accounts, subscription or transfer documents and financing terms.
• Voting and economic rights: examine the articles, shareholder agreements, share classes, voting thresholds, vetoes, dividend entitlements and exposure to losses. Identify who holds bank and signing authority and who actually makes important decisions.
• Property use and related agreements: review the title, leases, loans, security, powers of attorney and side agreements. Establish the basis for occupation, who pays expenses and who receives rent or sale proceeds.
• History and current objective: collect records of later changes, corporate resolutions and contemporaneous correspondence. Identify any government inquiry and whether the aim is to retain a lawful structure, restructure, sell or preserve a defined right of use.

These are evidential questions, not separate automatic tests of illegality. Different voting or dividend rights, foreign management or a period without trading revenue do not alone establish nominee ownership. The arrangements must be assessed together.

If the structure is genuine, assemble the evidence that explains it. Correcting records should accurately document the facts; documents should not be manufactured or backdated. Replacing shareholders or adopting a lawful future arrangement does not erase the original acquisition history.

Depending on the facts and future use of the property, lawful property-holding alternatives may include a registered long-term lease, usufruct, Sap-Ing-Sith or a genuine joint venture with real Thai investment. BOI-supported land ownership is an exceptional route: it is relevant only where a company conducts a genuine qualifying promoted activity and the land is required for that activity or another specifically permitted purpose. Further conditions and restrictions apply. It is not a standard route for holding an ordinary private villa for a shareholder’s personal use.

Some consultants also present a U.S.–Thailand Treaty of Amity company as a landholding alternative. That is incorrect: Treaty protection relaxes certain Foreign Business Act restrictions, but it does not exempt a U.S.-owned company from Thailand’s restrictions on owning or exploiting land. It is not a route for holding a private villa.

These routes create different rights, risks and tax consequences; none retrospectively validates an unlawful nominee acquisition.

If the property is no longer required, or the structure cannot be maintained lawfully, divestment should be assessed alongside restructuring rather than treated as a last-minute fallback.

Voluntary divestment: land sale, share sale or sale with continued use

An orderly exit preserves control over the route, counterparty and timing. Even after a Section 94 order, the initial 180-day-to-one-year period may allow a privately arranged transfer to a legally eligible buyer accepted by the rights holder. Missing that period moves the transaction into the Department-controlled process described above. A visible deadline can also weaken bargaining leverage before the State intervenes.

The route should follow from the intended end result, and be settled before the property is marketed. A direct land sale transfers the title and is the clearest route where the land itself must be disposed of. A genuine share sale transfers the company — including its land, records, tax position and legacy liabilities — to an independent investor whose acquisition leaves it eligible to own land. Because the title remains with the company, a share sale neither cures the original acquisition nor should be assumed to satisfy a Section 94 disposal order.

Where continued occupation matters, a genuine sale to an eligible independent buyer may, depending on the facts, be combined with a registered lease or sap-ing-sith. The instruments are not interchangeable. A registered lease is the more established instrument, ordinarily capped at 30 years. A renewal chain fixed at the outset and intended to secure more than 30 years in economic substance is not reliably enforceable under Thai case law. Sap-ing-sith is a separate registered statutory right to use the whole titled property for up to 30 years. It remains registered if the land is transferred and can itself be transferred, inherited or mortgaged. It remains considerably less established than a registered lease. As far as we are aware no published Supreme Court decision has yet interpreted the Act, and not every provincial Land Office has processed a registration. The appropriate instrument depends on the title, intended use, succession and financing requirements, and the rights the buyer is prepared to grant.

Either instrument depends on the sale being genuine. The buyer must use independent, evidenced funds and assume real ownership, control and economic risk; the occupant receives a defined right of use, not continued ownership. Side agreements that leave the former owner in control or require the land to be transferred back may recreate nominee risk rather than resolve it. Department guidance also directs officials to consider whether a long-term lease disguises a foreign land purchase, and the May 2026 Department circular treats restructured companies as a priority category for investigation. Once an inquiry or disposal process has begun, any proposed route must be assessed against the particular notice and should not be assumed to cure the original acquisition.

For an ordinary land sale by a company, Specific Business Tax is generally 3.3% of the higher of the stated price or official assessed value, regardless of how long the property has been held. Withholding tax is 1% on the same higher-value basis, and the standard registration fee is 2% of assessed value. Depending on the figures and allocation of the transfer fee, Land Office cash outlay is often budgeted at approximately 5–7% before brokerage, professional costs and any remaining corporate income tax. Share sales and continued-use structures have different tax and accounting consequences. See our guide to property transfer taxes and fees.

The practical task is to compare the available routes and net proceeds and identify a counterparty suited to the intended outcome. In practice land will pass to a Thai national or a Thai entity, which narrows the field. Different structures require different parties: an eligible land purchaser, a genuine investor prepared to acquire the company with its history, or a buyer willing to grant continued use through an appropriate registered right. Once the route is defined, the work is to identify which independent parties may realistically consider it and make focused approaches. From there it is verification of eligibility, funding, authority and ability to complete, and coordination of the land, corporate and use-right documents as one transaction. Starting early protects both choice and bargaining position.

Proposed changes could expand asset-loss risk and raise penalties

The following proposals remain distinct from the current disposal and penalty rules. Their scope, final wording and commencement remain uncertain.

Land Code: State vesting and higher penalties

On 24 February 2026, the Cabinet took note of an inter-agency progress report; it did not approve the amendments. The report records work on State vesting of unlawfully held land instead of Section 94 disposal proceeds, and on higher imprisonment terms and fines.

Under the present Department procedure, net disposal proceeds remain payable after the statutory fee, taxes and duties, unless a court orders otherwise. If enacted in that form, the State-vesting proposal would remove that entitlement. No final wording or commencement date has been published. The DOL consultation report records suggestions on penalties, not settled replacement rates. See our separate analysis of the Land Code forfeiture proposal.

Foreign Business Act and anti-money-laundering proposals

The Cabinet report also calls for higher penalties under Foreign Business Act Sections 35 and 36, without publishing a replacement range. Separately, the DBD and AMLO proposal would bring Section 36 nominee conduct and Section 37 unlicensed foreign business within the anti-money-laundering regime. Official reporting in May 2026 still described that measure as a proposal.

If enacted, property connected with the specified offences could become subject to AML seizure, freezing and court vesting procedures. This would not automatically confiscate every company asset: the statutory connection to the offence, applicable process and protections for good-faith parties would still matter. See our analysis of the proposed Foreign Business Act changes.

Frequently asked questions

Get a Legal Review of Your Property Structure

We review Thai landholding companies, advise on lawful restructuring and support land sales, share transactions and arrangements for continued use where appropriate. To start, send us a brief summary of the company’s activity, approximate Thai and foreign shareholding, when the land was acquired and whether an authority has contacted the company. We can then identify the documents needed and the appropriate scope of review.

Primary sources

• Department of Lands — Urgent Circular ว 10722 (15 May 2026)
• Ministry of Interior — Urgent Circular มท 0515.2/ว 19097 (25 August 2026)
• Royal Thai Government — explanation of the 2026 Department of Lands measures
• Department of Lands — Land Code (Thai text) and foreign landholding manual
• Department of Lands — Circular มท 0515/ว 04705 on disposal procedure (14 February 2005)
• Department of Business Development — August 2026 data on landholding juristic persons with foreign participation
• Department of Business Development — Central Partnership and Company Registrar Order No. 2/2569
• Royal Thai Government — Cabinet progress report of 24 February 2026
• Department of Lands — consultation report on Land Code penalty amendments (April 2026)
• Ministry of Commerce — DBD and AMLO draft adding Foreign Business Act offences to the AML regime and status reporting, May 2026
• AMLO — Anti-Money Laundering Act B.E. 2542 (consolidated)
• Royal Thai Government — update of 24 July 2026
• Board of Investment — Translation of the Foreign Business Act B.E. 2542 (1999)
• Royal Gazette — Penal Code Amendment Act (No. 26) B.E. 2560
• Revenue Department — taxes on a juristic person’s sale of immovable property
• Department of Lands — registration fees, taxes and duties

This article is for general information only and does not constitute legal advice. The outcome in any case depends on the land title, company records, funding evidence, parties and procedural stage.