Thailand’s Nominee Crackdown Is Getting Serious: Authorities Are Looking Beyond the Paperwork
A 51% Thai / 49% foreign shareholding may look compliant on paper, but authorities are now looking much more closely at the reality behind the structure.
Quick answer: Thailand is increasing enforcement against suspected nominee shareholder arrangements, particularly in property-heavy areas such as Hua Hin, Phuket and Koh Samui. Authorities are no longer looking only at whether a company shows majority Thai ownership on paper. They may also examine who provided the investment, whether Thai shareholders genuinely invested their own money, who controls the company, whether it operates a real business, and who ultimately benefits from its assets.
For foreign investors and property owners, the key message is simple: the paperwork must reflect the real commercial arrangement.
What Is a Nominee Shareholder in Thailand?
A nominee shareholder is generally understood as a person who appears as a shareholder on paper but does not genuinely invest in, control or benefit from the business in the way a real shareholder normally would.
This issue commonly arises where a Thai company is structured with at least 51% Thai shareholding and up to 49% foreign shareholding.
That shareholding ratio by itself is not illegal.
The concern arises where Thai shareholders are included mainly to satisfy Thai ownership requirements while the investment, control or economic benefit effectively remains with the foreign investors.
This is why a company that appears compliant from its registration documents may still attract regulatory scrutiny.
Why Is Thailand’s Nominee Crackdown Becoming More Serious?
Recent enforcement activity suggests that authorities are increasingly looking beyond corporate registration documents and examining the substance of company ownership.
They may consider questions such as:
- Who actually provided the money used to establish the company?
- Did the Thai shareholders invest their own funds?
- Who makes the important business decisions?
- Who controls the company’s bank accounts and assets?
- Does the company carry on a genuine business activity?
- Who receives the financial benefit from the business or property?
In other words, 51% Thai ownership on paper is no longer the end of the inquiry.
What Is Happening in Hua Hin, Phuket and Koh Samui?
Recent investigations demonstrate the scale of Thailand’s nominee enforcement.
In Hua Hin in August 2026, more than 200 officials reportedly searched 15 locations as part of an investigation involving 33 companies suspected of using Thai nominee shareholders in connection with high-value property ownership.
In Phuket, authorities have examined tens of thousands of companies and identified hundreds considered potentially high-risk for nominee arrangements. Businesses under review have included property-related businesses, hotels, restaurants, tour operators and vehicle rental businesses.
In Koh Samui, another major enforcement operation involved dozens of companies, suspects and land plots, with property valued at more than THB 1 billion reportedly involved.
These cases show that nominee enforcement is not limited to company registration checks.
Authorities are looking at the source of funds, actual control and economic reality behind the structure.
What Should You Do If You Are Already Involved in a Questionable Structure?
If you are concerned that an existing company or property arrangement may raise nominee issues, the first step is to have the structure reviewed before taking action.
Important questions include:
- Who owns the shares?
- Who paid for those shares?
- Who funded the acquisition of the property?
- What business does the company actually conduct?
- Who controls the company?
- What role do the Thai shareholders really play?
- Who stands to benefit from the investment?
Once the situation is understood, the appropriate solution will depend on the individual circumstances.
Options may include restructuring the business, winding down the company, or arranging a genuine sale of property or other assets to a legitimate buyer.
The important point is that any corrective transaction must itself be genuine.
A questionable structure should not be replaced with another questionable structure.
A Note on Selling Company Property
Property transactions involving a company, its directors, shareholders or related parties can attract additional scrutiny.
Where an asset is being sold as part of a restructuring or exit, the transaction should reflect a genuine commercial sale to a real buyer and should be properly documented.
Local Land Office practices can also vary depending on the transaction and circumstances, so professional advice should be obtained before attempting to transfer the property.
Can Foreigners Own Land in Thailand?
As a general rule, foreigners cannot own land in Thailand.
There are narrow statutory exceptions, but they apply only in limited circumstances and should not be treated as a general route to foreign land ownership.
For most foreign residents and investors, other legal arrangements are more relevant.
Can a Foreigner Lease Land in Thailand?
Yes.
A foreigner can lease land or property in Thailand.
For immovable property, a registered lease can generally have a maximum term of 30 years.
This is an important point for buyers to understand.
If someone promises a guaranteed 60-year or 90-year lease, that arrangement should be reviewed carefully. A promise to renew a lease in the future does not necessarily provide the same legal certainty as the original registered 30-year lease.
If a property arrangement depends on repeated future renewals, obtain independent legal advice before committing to it.
What If a Foreigner Is Married to a Thai Landowner?
A Thai spouse can own land in their own name, subject to the requirements of the Thai Land Department.
The foreign spouse does not become a co-owner simply because of the marriage.
Depending on the circumstances, a foreign spouse may also consider registering certain rights over the property, such as a usufruct.
A usufruct can provide legally recognised rights to use and enjoy property, although whether it is appropriate will depend on the couple’s objectives and circumstances.
Marriage to a Thai national should therefore not be treated as a workaround for foreign land ownership restrictions.
Owning Land and Doing Business in Thailand Are Two Different Questions
One of the most important distinctions in this discussion is between owning land and operating a business.
Thailand restricts foreign ownership of land.
Thailand also restricts foreign participation in certain business activities under the Foreign Business Act.
However, this does not mean foreigners cannot establish or operate legitimate businesses in Thailand.
If the business is genuine and commercially viable, there are legitimate ways to obtain the required licences and structure the investment properly.
How Can a Foreigner Legally Own or Operate a Business in Thailand?
The appropriate route depends on the type of business, the nationality of the investor and the activities the company will perform.
Potential routes include:
- BOI promotion
- a Foreign Business Licence
- a Foreign Business Certificate
- rights available to qualifying U.S. investors under the U.S.–Thailand Treaty of Amity
- other structures permitted under Thai law depending on the business activity
The Foreign Business Act broadly divides restricted activities into three lists.
List 1: Businesses Generally Prohibited to Foreigners
List 1 covers activities that foreigners are generally not permitted to operate because of special policy considerations.
Examples include:
- farming, cultivation and horticulture
- livestock farming
- fishing in Thai territorial waters
- forestry involving natural forests
- extraction of Thai medicinal herbs
- making or casting Buddha images and monk alms bowls
- trading in land
These activities are subject to the strongest restrictions under the Foreign Business Act.
List 2: Sensitive Businesses Requiring Special Approval
List 2 covers activities connected with national security, Thai arts and culture, traditional handicrafts, natural resources and the environment.
Examples include:
- certain businesses involving weapons, military equipment and related components
- domestic land, water and air transportation
- wood carving
- Thai silk production and weaving
- manufacturing Thai musical instruments
- manufacturing traditional goldware, silverware and lacquerware
- sugar production from cane
- salt farming
- mining and quarrying
- certain timber-processing activities
Foreign participation may be possible, but only subject to the ownership requirements and approval process prescribed by the Foreign Business Act.
List 3: Businesses Where Foreign Participation Is Possible With Permission
List 3 covers activities where Thai businesses are considered not yet ready to compete fully with foreign operators.
This category is particularly relevant because it includes many ordinary commercial and service businesses.
Examples include:
- certain wholesale and retail activities
- advertising
- hotels, other than hotel management
- tourism businesses
- restaurants and food or beverage businesses
- a broad category of other service businesses, etc.
Foreign investors may be able to operate these activities after obtaining the appropriate permission, such as a Foreign Business Licence, unless an exemption or another legal route applies.
This is why it is important not to reduce the discussion to simply “foreigners cannot do business in Thailand.” In many cases, they can.
The real questions are what the business does, whether that activity is restricted, and which legal route applies.
Depending on the business and investor, that route might involve a Foreign Business Licence, BOI promotion, or for qualifying U.S. investors, the Treaty of Amity.
The correct structure therefore begins with a simple question: “What business are you actually trying to operate?”
From there, the appropriate ownership, licensing and investment structure can be considered. It should not begin with finding Thai names simply to reach 51%.
Is It Time to Review Your Existing Structure?
For many foreign investors and property owners, yes.
The recent investigations in Hua Hin, Phuket and Koh Samui show that authorities are examining nominee arrangements more closely and are increasingly interested in the economic reality behind company structures.
That does not mean every foreign-linked Thai company has a problem.
It does mean that businesses should be able to explain clearly:
- where their investment came from
- who their shareholders really are
- what role each shareholder plays
- who controls the business
- why the ownership structure reflects the actual commercial arrangement
This is not a reason to panic. It is a reason to review.
If something does not look right, it is better to understand the problem and consider the available options before authorities begin asking the same questions.
Frequently Asked Questions About Nominee Shareholders in Thailand
Are nominee shareholders illegal in Thailand?
Using Thai individuals as shareholders purely to circumvent foreign ownership restrictions can violate Thai law. Whether an arrangement constitutes an unlawful nominee structure depends on the facts and the real relationship between the parties.
Is a 49% foreign-owned Thai company legal?
Yes. Many Thai companies legitimately have foreign shareholders holding up to 49% of the shares. The issue is not the percentage alone, but whether the Thai shareholders are genuine investors and whether the actual ownership and control match the structure shown on paper.
Can a foreigner own land through a Thai company?
A Thai company may own land, but using Thai nominee shareholders merely to enable a foreigner to control land can create serious legal risk. The company should have a genuine ownership structure and legitimate commercial purpose.
Can foreigners lease land in Thailand?
Yes. Foreigners can lease land and property. A registered lease of immovable property can generally run for up to 30 years.
Can a foreign spouse use land owned by a Thai spouse?
Potentially, yes. Depending on the circumstances, rights such as a registered usufruct may be available, while ownership of the land remains with the Thai spouse.
Can foreigners legally own businesses in Thailand?
Yes. The appropriate structure depends on the business activity. Possible routes include BOI promotion, a Foreign Business Licence or Certificate, and the U.S.–Thailand Treaty of Amity for qualifying U.S. investors.
Want to Understand the Nominee Crackdown in More Detail?
For a wider discussion of what is happening in Hua Hin, nominee company structures and the options available to foreign residents and investors, watch our conversation with Hua Hin Today.
Watch the full discussion on Hua Hin Today:
Thailand’s Nominee Crackdown: Is Your Home at Risk? Lawyer & Accountant Explain
If you are unsure whether your existing company, property ownership or investment structure could raise concerns, speak with advisers experienced in Thai corporate and property law before making changes.
This article is provided for general information only and does not constitute legal advice. The appropriate legal structure or solution will depend on the circumstances of each business, investor and property transaction.
