Thailand Nominee Land Ownership: What the 2026 Interior Ministry Order Changes

Picture the standard setup. A Thai company with a few million baht in registered capital, three Thai shareholders holding a combined 51%, and a foreign investor holding 49% with preference shares that give him control at shareholder meetings. The land in Phuket or Koh Samui is registered in the company's name. The lawyer tells the client that everyone does it this way.

From 25 August 2026, that argument no longer holds. Thailand's Ministry of Interior has circulated order No. MorTor 0515.2/Vor 19097, which moves the fight against nominee land ownership from a 'react to a complaint' model to permanent, proactive screening.

The short answer for anyone who already holds land through a Thai company: the risk has grown, and it is no longer theoretical. There are two outcomes. Either the land is sold within a deadline set by the Land Department, or a criminal case follows if investigators prove the company was created to circumvent the foreign ownership ban.

Key Facts

• The order of 25 August 2026 (Ministry of Interior, No. MorTor 0515.2/Vor 19097) builds on the framework document of 19 April 2023, which created provincial fact-finding and investigation committees.
• Committee membership is expanded. Provincial authorities must now include representatives of specialised investigative bodies, including local police chiefs. This gives a single proceeding access to shareholder data, tax filings, immigration history and banking transactions.
• Proactive screening is now mandatory. Land offices must identify and flag companies and partnerships showing signs of a nominee structure and pass the files to the committee. Previously, a check effectively started only with a tip-off or a specific transaction.
• Two tracks of consequences. A legal entity can be classified as 'foreign' and ordered to dispose of its land by a set date, and separately, criminal prosecution can follow if the structure is proven to be designed to evade the law.
• Disposal deadlines under Section 94 of the Land Code are set by the Director-General of the Land Department: no less than 180 days and no more than one year. If the owner does not sell, the department conducts the sale.
• Ownership threshold. A foreigner may hold no more than 49% of shares in a Thai company without a licence under the Foreign Business Act. Under Section 36 of that Act, holding shares through a nominee carries imprisonment of up to 3 years and/or a fine of THB 100,000 to THB 1,000,000, applying to both the Thai nominee and the foreigner who used the arrangement.
• Condominiums are outside this story. The foreign quota of 49% of total saleable area under the Condominium Act of 1979 (B.E. 2522) remains the one mass-market legal freehold route for foreigners.
• Wider scrutiny is already visible. From 2026, Thailand is also tightening checks on large land deals from THB 5 million, covering source of funds, the financial position of the parties and possible nominee ownership by foreigners through Thai citizens. In Pattaya, authorities have seized computers and documents at three addresses as part of probes linked to Phuket, Samui and Phangnga, with possible ties to companies in Chonburi.

Story and Context

The ban is not new. The Land Code of 1954 (B.E. 2497) closed land ownership to foreigners, leaving two gaps: international treaties and Section 96 bis, added in 1999. The latter allows a foreigner to bring in THB 40 million of investment and receive up to 1 rai (1,600 sq m) for a personal residence, subject to approval by the Minister of Interior. In practice the gap proved largely decorative: by market estimates, the number of permits actually issued over a quarter of a century can be counted on one hand. The money must be placed in approved government bonds or funds and held for five years, and the plot cannot be leased out.

So the market took a different road. By the mid-2000s, the Thai company structure had become the industry standard in Phuket, Pattaya and Samui. In May 2006, the Land Department first required land offices to check the source of funds of Thai shareholders when a company bought land, and the scheme mutated. Preference shares with disproportionate voting rights appeared, along with loan agreements from the foreigner to the company, share pledges and multi-layer holdings.

The most interesting point is that none of these structures was ever recognised as lawful. They simply were not checked. A land office official saw a formal 51/49 split, saw Thai names and registered the deal. Scrutiny began only if someone complained, usually a former partner, an aggrieved Thai shareholder or a neighbour.

The turning point came in 2023, when provinces received standing investigation committees. The 2026 order closes the last gap: no complainant is needed anymore. The land office itself must filter suspicious entities against a set of indicators, such as minimal turnover, Thai shareholders whose income is out of proportion to their paid-in capital, a company whose only asset is a villa, and a registered address at the office of the same legal consultant. Reporting on the 2026 changes describes the same shift from isolated checks to coordinated, cross-agency action involving the Land Department, the Department of Business Development, the DSI, police, the revenue authority and AMLO, with authorities looking at the actual control structure and not just the share split.

It is worth being clear about what does not work, even though it is still sold as a solution.

Preference shares do not protect the structure. If a foreigner controls a company while holding 49%, that is exactly the evidence of circumvention, not a defence against it. A legally 'perfect' control structure becomes an exhibit in court.

The '30+30+30' lease is the second myth. The Civil and Commercial Code allows land leases to be registered for a maximum of 30 years. Renewal options are a personal obligation of the specific lessor. If the plot is sold, inherited or auctioned, the new owner is not bound by your option. Thai courts have confirmed this repeatedly. Treating such a contract as 90 years of tenure is accounting fantasy.

A third point rarely explained to buyers: in Thailand, the building and the land are legally separate. A foreigner can own a structure in their own name if the building permit is issued to them and a registered long-term lease of the plot lies beneath it. This is not equivalent to ownership, but it is a construction that does not collapse under inspection, because it hides nothing.

Our position: for a private investor, the Thai company route has stopped paying for its risk. Any saving on structuring is not worth the prospect of a forced sale at a price set by someone other than the seller. If you want land and a villa, choose a properly registered lease plus ownership of the building. If you want income and liquidity, choose an apartment within the foreign quota. The one caveat is a genuine operating business with Thai partners who have really invested their own money and take part in management. That is not a nominee structure, and a review will show it.

On the legal-residence side, Phuket developers are also promoting the Long-Term Resident (LTR) visa, a residency of up to 10 years via the Board of Investment, as a legitimate alternative to nominee-style ownership for foreign buyers, as the market cools after its rapid run-up.

A special risk category is those who bought through a company seven to ten years ago and have not touched the paperwork since. Check who is listed as a shareholder of your company at the DBD today, whether accounts are being filed, and whether every Thai shareholder is still alive. Do it in person in Bangkok or at the provincial office.

FAQ

Can a foreigner own land in Thailand in 2026?

Not directly. The exception is Section 96 bis of the Land Code: an investment of THB 40 million in approved instruments allows a plot of up to 1 rai for a residence, with the personal approval of the Minister of Interior. In practice this is very rare.

What exactly did the 25 August 2026 order change?

Two things. First, investigators and police officers are added to provincial investigation committees, opening access to tax, immigration and banking data. Second, land offices must identify suspicious companies themselves, without waiting for a complaint.

What happens if my company is classified as a nominee structure?

The land must be sold within the period set by the Director-General of the Land Department: from 180 days to one year under Section 94 of the Land Code. If you do not sell, the department organises the sale. In parallel, a criminal case under Section 36 of the Foreign Business Act is possible: up to 3 years in prison and/or a fine of up to THB 1,000,000.

Are condominium apartments at risk?

No. Buying within the foreign quota of 49% of total saleable area under the Condominium Act of 1979 is directly permitted freehold. The crackdown concerns land and the companies that hold it.

Do preference shares protect the structure?

The opposite. Foreign control of a company with a formal 49% stake is treated, in the logic of an investigation, as evidence that the Thai shareholders are nominees.

How reliable is a 30-year lease with renewals?

A registered 30-year term is reliable. An option for the next 30 years is the specific lessor's obligation and does not pass automatically to a new owner of the land. Build your financial model on the first term only.

What should a villa owner with a company do right now?

Pull the shareholder register, meeting minutes and accounts for the last three years, and check whether filings were submitted. A company with no turnover, no employees and a single asset in the form of your house is the first type a land office will flag.

Does the screening apply to businesses, not just homes?

Yes. The nominee logic is the same for land, hotels, vehicle rentals and tourism companies: Section 36 of the Foreign Business Act does not distinguish by the asset the shell structure was built around.

A practical step for the coming month: commission a legal audit of your Thai company and land title, not a general market consultation. If the audit shows the structure rests only on the goodwill of Thai shareholders, restructure into a registered lease before a committee comes to you.

Source: The Nation Thailand

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