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Thai regulators are cracking down on nominee structures — Thai ownership on paper, foreign control in practice. Structures set up years ago are being reassessed too.
Thailand reserves many business activities, and land ownership, for Thai nationals. A “nominee structure” is what happens when that rule is worked around on paper rather than followed in substance.
Under the Foreign Business Act, a company is treated as “foreign” once foreign shareholding, capital, or beneficial control crosses the prescribed thresholds. Sections 97 and 98 of the Land Code apply the same principle to land.
A company may hold a Thai majority on paper. However, if a foreign national in fact funds it, controls it, or runs it solely for their benefit, the shares are treated as held on that foreigner’s behalf. That is a nominee structure.
Regardless of what business activity is being conducted, it is, and has always been, unlawful.
Why have many foreign investors have been misled into believing this is a legally viable option?
Nominee structures are mistakenly seen as a faster route to investing in Thailand
Proper foreign ownership routes businesses, including BOI promotion, take time. Conversely, nominee arrangements, arranged informally, have been marketed as a quicker path.
Many ‘advisors’ are not legally qualified or understand Thai ownership laws
Many structures were arranged by a property developer, sales agent or unlicensed “fixer” as part of a purchase, without independent legal advice on what Thai law actually requires.
Some use nominee-owned companies to hold land or property purchases
Thai laws (principally the Land Code) heavily restrict foreign ownership of land. Setting up a Thai-majority company has historically been used as a loophole to purchase land or property in the company’s name when direct individual ownership is legally barred.
In May 2026, the Department of Lands issued urgent circulars building one coordinated, nationwide standard for spotting nominee structures.
What triggers an investigation?
Officials now look past the share register entirely, to who actually funds, controls, and benefits from the land or business. Some red flags include:
A foreign director, signatory or manager with effective control, regardless of their formal shareholding (or lack thereof).
Thai shareholders whose finances don't support their stake and are unable to independently trace their own investment.
Leases, loans, or management agreements granting real control, as well as frequent or recent changes in shareholding.
Consequences if a violation is found
Compulsory disposal
The asset must be disposed of within a period set by the authorities.
Criminal liability
Both the foreign beneficiary and the Thai nominee shareholders can be liable.
Voided arrangements
Leases, loans, POAs and management agreements built around it can be voided.
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