Circular 19097: Thailand Cracks Down on Nominee Land Structures in 2026

In the land office of Surat Thani sits a file on a Thai company with registered capital of 2 million baht, three Thai shareholders, and one plot of 1 rai on Koh Samui. No turnover for eight years, zero tax filings, and the purchase money arrived in a single transfer from abroad. Before autumn 2026, a file like this would never have been opened without a complaint or a tip-off.

Now the authorities are opening these files themselves. On 25 August 2026, Thailand's Ministry of Interior issued an urgent circular, MorTor 0515.2/Wor 19097, shifting the fight against nominee structures from a complaint-driven process to active, data-matched screening of suspicious companies across several government agencies at once.

The short version for property owners: if land in Thailand is registered to a Thai company where a foreigner actually pays, decides, and uses the property, while the Thai shareholders never put in their own money, the risk is no longer theoretical. The window for voluntary restructuring is measured in months, not years.

Key Facts

• Circular MorTor 0515.2/Wor 19097, dated 25 August 2026, expands enforcement against nominee structures that let foreigners hold land indirectly.

• An inter-agency mechanism has been created: an expanded Fact-Finding and Investigation Committee now receives data from the Revenue Department, the Department of Business Development, and financial asset records.

• Provincial land offices are now required to proactively flag high-risk companies and refer them to the Committee for a status determination under the Land Code.

• When a violation is confirmed, the provincial governor sets a deadline for forced disposal of the land. Historically, under the Land Code, such deadlines have ranged from 180 days to one year.

• Authorities intend to pursue nominee cases through to conviction rather than closing them once paperwork is fixed. Under Section 113 of the Land Code, penalties reach up to 2 years in prison and/or a fine of up to 20,000 baht; under Section 36 of the Foreign Business Act, penalties reach up to 3 years and a fine of 100,000 to 1,000,000 baht.

• The formal ownership cap remains unchanged: foreign participation in a Thai company capped at 49% of capital. But now this is cross-checked against tax history, actual operating activity, source of funds, residency, and shareholders' financial background.

Story and Context

The ban on foreign land ownership in Thailand is older than most of Phuket's condominiums. It was written into the Land Code of 1954, Section 86, and no government has repealed it in seven decades. Section 74 of the same code explicitly instructs officials to vet any Thai company with foreign shareholders before registering land in its name. The tool has always existed; the political will to use it has come in waves.

The first major wave hit in 2006, when the Ministry of Interior instructed land offices to investigate where Thai shareholders got the money for their stakes in companies holding resort land. Several hundred structures in Phuket and Samui were hastily re-registered, some deals froze, and the market stalled for half a year. Then interest faded, and for the next fifteen years the formula, a Thai company with 2 million baht in registered capital and three nominee shareholders, became an industry standard. Lawyers sold it openly, priced from 40,000 to 70,000 baht for registration plus annual maintenance fees.

What has changed now is the source of the signal. Previously, a case would start with a conflict: a divorce, a partner dispute, an angry neighbor, a competitor's complaint. Now the land office itself cross-references three data points that used to sit in separate databases: who is listed as a shareholder, who actually paid taxes (and whether they paid at all), and where the money in the company's account came from. A company with no turnover, no employees, no declared revenue, but holding a beachfront plot, gets flagged automatically.

The scale of the current sweep is national. According to Thailand's Commerce Ministry, regulators are screening 125,622 companies (36,277 of them foreign-invested), which collectively hold roughly 1,064,265 rai of land across 305,838 plots, with Bangkok and Chon Buri among the provinces showing the highest concentration of foreign-linked holdings. Enforcement raids have already produced results elsewhere: in a joint operation across Phuket, Phang Nga, and Krabi, authorities made 48 arrests and seized assets worth over 1 billion baht, identifying nominee networks holding plots valued at up to 116 million baht in Phuket alone.

The most unsettling line in the new circular isn't about penalties, it's the commitment to carry criminal cases through to a verdict. The old playbook was predictable: an inspection, a scare, a quick sale to a Thai buyer or a transfer to a spouse, and the case would quietly die. Betting on that outcome no longer works.

It's worth addressing the alternatives that sound appealing but don't hold up. Section 96 bis of the Land Code allows a foreigner to buy up to 1 rai for residential use with an investment of 40 million baht in approved assets, but approvals under this route have been granted only a handful of times in its entire history, making it a decorative provision rather than a working channel. Preference share structures, where a foreigner holds 49% of capital but a majority of voting rights, are well known to registrars and function as a red flag on their own. A proposal to extend leases to 99 years was debated in 2024 and shelved after public backlash, so the current registrable maximum remains 30 years. The "30+30+30" clause seen in many lease contracts is a seller's promise, not a right protected against a new landowner: if the plot is resold to a third party, no one is obligated to extend the lease.

My view: for residential land, a registered 30-year lease in the foreigner's own name, combined with ownership of the structure built on it, is a more sensible route today than a company structure. A lease is transparent, registered at the land office, creates no criminal exposure, and requires no annual filings. A company structure is only justified when there's a genuine business behind it: revenue, staff, and a Thai partner who invested real money and receives real dividends. Without that, the structure survives only because no one checks it, and that foundation has just been removed.

One honest exception: if your budget is up to 10-12 million baht and your goal is to live in the property or rent it out, none of this debate applies to you. A condominium unit can be registered directly to a foreigner as freehold, within the 49% foreign-ownership quota per building, with no company, no nominees, and no risk of forced disposal by a governor's order.

A practical note for those managing an asset remotely: provincial land offices are increasingly reluctant to accept a power of attorney from a foreign shareholder, often requiring personal attendance and documents translated and certified by Thailand's Ministry of Foreign Affairs. Plan any trip well in advance, since land offices close at 16:30 and weekend flights to Samui and Phuket routinely double in price during high season.

FAQ

What exactly counts as a nominee scheme in Thailand?

A structure where Thai shareholders or a Thai spouse formally own the land but never contributed their own money, don't make decisions, and don't receive any benefit, while actual control rests with a foreigner. Since August 2026, agencies assess this not just by the 49% ownership share but also by tax records, source of funding, and whether the company's activity is real.

Can the land actually be seized?

Yes. Once a violation is confirmed, the provincial governor sets a deadline for disposing of the land. It must be sold to a Thai party within a tight timeframe, which almost always means a discount to market value.

Are plots bought many years ago also being reviewed?

There's no statute of limitations protecting illegal land holding structures: a scheme that has existed for ten years remains a violation for all ten years. In fact, a long history of zero tax declarations is exactly the kind of pattern that gets a company flagged in the first place.

Is it safer to register land under a Thai wife?

This is legal, provided the spouse signs a declaration confirming the funds are her own and the foreigner waives any claim to the land. Legally, the foreigner gives up rights to the property. If there's a parallel private agreement giving the foreigner control, the arrangement becomes the same kind of nominee ownership.

How much does it cost to exit a nominee structure?

It depends on the scenario. Converting to a registered lease requires the landowner's consent, a lease registration fee (1% of total rental payments plus a 0.1% stamp duty), and typically a revaluation of the building. Liquidating a company holding land as an asset can take six months or more.

Does this affect condominium units?

No. The circular concerns land. Foreigners buy condo units directly as freehold within the 49% building quota under the Condominium Act, and that structure is untouched by this crackdown.

What should a company owner with land do right now?

Pull three documents: the company's articles of association with share classes, tax filings for every year, and bank statements showing capital contributions from the Thai shareholders. This is exactly the package the Committee reviews. If any of the three is missing or incomplete, restructuring should begin before a file is opened.

One recommendation, if you can only act on one: commission a legal audit of any existing structure before the end of the quarter, and in parallel, price out converting to a registered 30-year lease. An audit costs tens of thousands of baht; a forced sale can cost tens of percent off the plot's market value.

Source: Bangkok Post

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