Throughout May 2026, the Department of Lands (“DOL”) issued a series of “Most Urgent” circulars to every Provincial Land Office in Thailand, signalling the most significant enforcement push against foreign nominee land ownership arrangements in recent years.
None of these circulars create new law. What they do is consolidate years of scattered directives into a single operational framework, instruct every Land Office to actively build a nationwide database of landholding companies, and set hard deadlines for identifying and reporting nominee structures that may be holding land on behalf of foreign nationals.
Below, we set out what the directives say, why they matter, and what we recommend reviewing.
Nominee Ownership Structures Under Sections 97 and 98 of the Land Code
Thai law generally restricts land ownership to Thai nationals and Thai juristic persons. A company is treated as “foreign” for land-holding purposes under Sections 97 and 98 of the Land Code if foreign shareholding, capital, or control exceeds prescribed thresholds.
Where a company crosses that line, or where a nominally Thai-majority company is in substance controlled by, funded by, or operated for the benefit of a foreign national, the arrangement can be treated as land held “on behalf of” a foreigner, commonly referred to as a nominee structure, which is strictly prohibited.
What is new under the recent circular is the intensity, consistency, and documentation standard with which the DOL now intends to enforce the crackdown on nominee structures and ownership.
What will these circulars mean in practice?
Between 15 and 25 May 2026, the Department of Lands issued three consecutive “Most Urgent” circulars to every Provincial Land Office in the Kingdom. Taken together, they establish a unified enforcement framework covering both new transactions and existing landholding structures.
At the registration stage, Land Offices are now directed to investigate any acquisition involving a cash payment of THB 2 million or more, or an asset with an appraised value exceeding THB 5 million (other than an inheritance transfer to a statutory heir), before the transaction proceeds. Officials must verify the purchaser’s source of funds, income, occupation, and financial status under Section 74 of the Land Code, and are specifically instructed to scrutinise Thai-shareholder companies where:
- Thai shareholders appear to lack the financial capacity to support their stated shareholding;
- the shareholding structure has been adjusted to satisfy Sections 97 and 98 while leaving foreign control intact; or
- Thai shareholding was increased after land acquisition in a way that suggests an attempt to conceal a nominee arrangement after the fact.
Beyond new transactions, the circulars also require every Land Office to build a comprehensive database of all juristic persons currently holding land within its jurisdiction, covering registration details, land parcels, acquisition dates, appraised values, and stated business purpose, and to screen each entry for nominee risk.
The screening framework rests on four risk categories:
- foreign shareholding exceeding the prescribed threshold;
- multiple layers or repeated transfers of shareholding;
- indirect shareholding through intermediate entities exceeding the prescribed threshold; and
- foreign control or beneficial ownership, regardless of the formal shareholding percentage.
Companies meeting one or more of these criteria are classified as high-risk and subject to in-depth examination, where officials are authorised to pull shareholder registers, Department of Business Development (DBD) filings, financial records, contracts, and conduct site visits. The circulars are explicit that high-risk classification is a screening mechanism only and does not immediately constitute a finding of wrongdoing, or that the flagged company is indeed under a nominee structure.
However, where a violation is established, enforcement can extend beyond the company and the foreign beneficiary. Thai nominee shareholders themselves face potential criminal liability under Sections 111, 112, and 113 of the Land Code and under Sections 137 and 267 of the Penal Code, and the land itself is subject to compulsory disposal under Sections 94 and 99.
To ensure consistency across Thailand, the final circular packages all of the above into a standardised Guidelines document and Checklist for use by Land Office staff at every stage of a case, from initial screening through to investigation, legal action, compulsory disposal, and follow-up. Land Offices are required to review their databases monthly and report results to the DOL quarterly, with immediate reporting required if a company is found to fall within Sections 97 or 98.
It should also be noted that no new laws were introduced, and no new reporting obligations have been created.
How will examiners identify a nominee ownership structure?
The Guidelines go well beyond the share register. Officials are directed to look at the relationship between the registered landholder, the source of acquisition funds, the person who actually made payment, the actual user of the land, the beneficial owner, and whoever exercises practical control, and to consider these factors together rather than relying on registration documents alone.
Specific red flags identified in the Guidelines include:
- A foreign national acting as the negotiator, contact person, source of funds, payer, holder of a power of attorney, or actual user of the land, even where the registered owner is Thai.
- A Thai company where a foreign national is a shareholder, director, authorised signatory, manager, or attorney-in-fact with effective control over the land.
- Thai shareholders or purchasers whose income, occupation, or financial profile does not plausibly support the value of the transaction.
- Long-term leases, loan agreements, mortgages, sale-and-purchase agreements, powers of attorney, or management agreements that, in combination, would allow a foreign national to control or benefit from the land regardless of who holds title.
- Land used for residential, tourism, hospitality, rental villa, retail, or agricultural purposes where a foreign national is the de facto operator, manager, or income recipient.
Why this matters for existing structures
The practical effect of these three circulars is an active, ongoing, database-driven review of companies with foreign participation that already hold land. This includes any changes made to its structures following the land transfer date.
Land Offices are now required to re-examine existing landholding companies on a monthly basis and report changes in shareholding, capital structure, or foreign involvement quarterly, with immediate reporting if a company is found to meet the Section 97/98 definition of a foreign juristic person.
This means that a structure which was compliant, or even unexamined, at the time of acquisition could now be reassessed against a more rigorous and better-coordinated standard, particularly if it sits in one of the eight provinces named in the circulars, or if there have been subsequent changes in shareholding, directors, or financing arrangements.
What we recommend reviewing
Given the above, we suggest those with existing Thai company landholding structures take this opportunity to review:
- Shareholder composition and history, including any changes to shareholding ratios made after the land was acquired, and whether those changes are documented with a clear, independent commercial rationale;
- Source of funds for Thai shareholders, particularly where Thai shareholders’ contributions to share capital may not be readily traceable to their own independent financial resources;
- Governance and control, who holds signing authority, who is named in powers of attorney, and who in practice manages and benefits from the property, regardless of what the share register shows;
- Underlying agreements, leases, loans, management agreements, or side letters that could be read as giving a foreign national effective control over, or the economic benefit of, the land; and
- Documentation ensuring the company maintains a complete, retrievable record of the rationale and supporting evidence for its structure, in case the company is selected for the DOL’s in-depth examination process.
The DOL’s classification of a structure as “high-risk” under its screening criteria does not immediately constitute a determination that the structure is unlawful or non-compliant. Nevertheless, given the DOL’s increased monitoring efforts, including the establishment of a nationwide database and regular review of any suspicious procedures or structures that have not been revisited before.
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