Holding Thai Property Through a Company: SPV and Nominee Risk Explained

Many foreigners looking for a villa, a townhouse, or any property that comes with land in Thailand are quickly told by an agent or a friend: “Foreigners can’t hold land directly, but you can set up a Thai company and buy through it.” It sounds like a smart workaround, but it actually touches Thailand’s Land Code, the Foreign Business Act, and tax rules — and now comes with much stricter nominee scrutiny and beneficial-ownership checks.

The real question isn’t “can I set up a company,” but: is this specific company structure treated as a foreign company? Does it substantively violate the Land Code or the Foreign Business Act? And if it is later found to be a nominee structure, what are the consequences?

Who Needs to Think About This

Buyers being pitched a “company ownership” structure. Many foreigners shopping for a villa, a townhouse, or land-based property are told by an agent that “foreigners can’t hold land directly, but you can register a Thai company and buy in the company’s name.” A common design is nominally at least 51% held by a Thai individual or company, with the foreigner holding 49%. Some structures also involve a private side agreement or loan agreement to preserve the foreigner’s actual control and economic benefit.

Foreign residents who already hold property this way, or plan to expand. Another group already lives in Thailand and may already hold a villa through a Thai company, or is planning to buy again or upgrade. Having seen the government announce a large-scale crackdown on nominee companies, they’re starting to worry: will the once-common “51% Thai / 49% foreign” structure now be treated as illegal?

If a company is being used to legally hold a villa, it should be a company with real operations, genuine shareholder contributions, and normal tax filing and bookkeeping — not a shell assembled purely for this one property.

If the Thai shareholders only hold shares nominally, contribute no capital, take no dividends, or even have you buy back their shares or sign blank documents, that is a textbook nominee structure with a high chance of being seen as a way around the land restrictions. The current enforcement stance treats this as something to act on, not a gray area to tolerate. Another major warning sign: the company has no real business, no income, and no tax filing history, and holds only the land and villa you’re buying — authorities have said they will cross-check shareholding and land data specifically to catch this kind of “pure holding company.”

If, after reviewing the documents, you can’t state in one sentence what business this company is actually in and who is really putting up the money, don’t sign yet.

First, Clarify What You’re Actually Holding: Land, a Villa, or a Condo?

Thailand’s Land Code generally prohibits foreigners from directly owning land, with only limited exceptions (such as very large investments, or industrial/BOI projects) allowing restricted land holding. This is why, for properties that combine “land plus structure,” foreigners are commonly advised to hold through a company.

Condos are different: within a building’s foreign quota, foreigners can hold a condo unit directly in their own name with full freehold title. There is no need to set up a company just to hold a condo, unless a specific tax or estate-planning purpose is involved. Most “you must use a company” discussions are really about villas, townhouses, and land.

Three Common Company-Holding Scenarios

1. A genuine operating company holding business-use property. Manufacturing, logistics, or service companies, because of real operational needs, obtain the right under BOI or other regulatory frameworks to hold land for an office, factory, or staff housing. These companies have real business activity, employees, and tax records; holding property is just part of their operations.

2. A BOI-promoted foreign company holding land. A small number of foreign companies apply for BOI investment promotion and, once they meet capital, industry, and land-use conditions, are legally permitted to hold office or staff-accommodation land. There are documented rules and official processes such as e-Land, but the bar to entry is high and use is tightly restricted — an individual investor generally cannot use this route purely to hold a personal villa.

3. A shell company or SPV set up purely to hold housing for a foreign buyer. This is the most common — and highest-risk — scenario: the company has no real operations and exists only for one villa or a small number of properties, fully funded and controlled by the foreigner, with the Thai shareholders holding shares in name only in exchange for a fixed fee. From the government’s perspective, this is using a nominee structure to get around the Land Code.

How the Structure Typically Operates

Setting up the Thai limited company. A common design is for at least 51% of shares to be held nominally by a Thai individual or company, with the foreigner holding 49%. Some structures also involve a separate private shareholder agreement or loan agreement intended to preserve the foreigner’s real control and economic benefit.

Buying the property in the company’s name. The company signs as the buyer, and the property is registered in the company’s name. The Land Department will assess the company’s shareholding structure to judge whether it involves a foreign company or nominee risk, and increasingly cross-references this against Department of Business Development (DBD) data.

Ongoing holding and use. The property is mainly for the foreign shareholder’s own use or short-term rental. The company may have no real business income, employees, or office, and its filings are often largely formal. If the property is later sold, either the property itself or the company’s shares can be transferred — the two routes carry different tax and compliance risk and cost.

The core risk is whether the company is genuinely a Thai operating company, or is in substance just a vehicle a foreigner set up to hold property, using Thai shareholders as nominees.

What Regulators Look At

When reviewing a land transfer or checking a company, Thai authorities focus on: whether the company has real operating activity and income, or none at all; whether Thai shareholders actually contributed capital and take part in decisions, or are only named on paper; and whether the company has been flagged as high risk — for example, heavily involved in property transactions or holding multiple parcels of land with no clear operating rationale.

Even if a structure is formally compliant, if the overall picture shows that a foreigner is, in substance, holding land through a nominee company, it still risks being found in violation of the Land Code or the Foreign Business Act.

How This Differs From the BOI Route

Some people hear that “a foreign company can hold land under a BOI structure” and assume that simply finding a BOI project will legitimize holding their own home or villa. BOI’s conditions for a company to hold land are quite specific and tied directly to investment amount, industry category, and permitted land use, with area caps and usage restrictions. A BOI-promoted company can hold office or staff-housing land under specific conditions, but the use and location of that property are clearly regulated and cannot be freely used to hold a personal residence or holiday villa.

Don’t think of a “BOI company” as a freely applicable property SPV template — it is a tool tied tightly to a real investment and operating plan, not a generic real-estate structure.

Common Misconceptions

Misconception 1: “Buying through a Thai company means it doesn’t count as a foreigner owning the land.” Authorities look at substantive control, not just the name on the registration. If a company is, in substance, funded, controlled, and benefited from by a foreigner, it can still be treated as a foreign company or a nominee structure. Risk can’t be judged from the shareholding percentage alone — you also have to look at where the funding came from, how control is arranged, and whether the company has real operations.

Misconception 2: “51% Thai shareholder plus 49% foreign shareholder is always safe.” Recent policy and enforcement are aimed exactly at this kind of surface-level shareholding structure, using data cross-referencing and beneficial-owner investigations to check for nominee arrangements. If the Thai shareholder contributed no real capital, doesn’t participate in running the company, and only receives a fixed “nominee fee,” this kind of structure can be found illegal.

Misconception 3: “If it’s just for my own use and I’m not renting it out, the risk is lower.” What authorities care about is whether the land ownership itself is lawful, not whether the property is rented out. As long as the structure itself violates the Land Code or the Foreign Business Act, it can still be considered a violation even if it is never operated commercially. If the property is later transferred or inherited, the legality of the underlying structure becomes even more important.

Misconception 4: “Holding through a company is always more tax-efficient than holding personally.” Company ownership can add compliance costs at the company level — accounting and filing obligations — and more complex tax treatment when the property or the shares are later sold. Any tax “advantage” needs to be assessed together with your personal country of tax residence, international tax treaties, and your long-term holding plan; it can’t be judged from a single country’s or a single tax’s rules alone.

Misconception 5: “This is how everyone used to do it, so it should still be fine now.” SPV-plus-nominee holding structures were genuinely common in the market in the past, but recent policy signals show the government is steadily narrowing the room for these structures, especially in areas with concentrated property and land transactions. A practice that was historically tolerated is not guaranteed to escape being revisited or pursued retroactively. For existing holders, periodically reassessing whether the current structure needs to change is part of managing this risk.

A Practical Checklist Before You Sign

Use these questions with the agent, developer, or your own lawyer/accountant, and check the answers against the company’s actual documents (shareholder register, financial statements, tax filings).

Shareholders and capital contribution

• Who are the current shareholders of this Thai company, and what is each one’s shareholding?
• Did the Thai shareholders actually contribute capital? Is there proof of a wire transfer or payment?
• Do the Thai shareholders receive dividends or a salary?

Company operations and income

• What is the company’s main source of income right now?
• Has it filed corporate income tax or VAT over the past 2–3 years?
• Does the company have employees, leases, or service contracts that show it isn’t a shell?

Source of funds and land use

• Who provided the funds to buy this land or villa, and how did the money enter the company?
• What use is officially registered for this land — residential, development, or something else?
• Does the company’s registered business purpose match the property’s actual use?

Control and side agreements

• Is there any private agreement guaranteeing you full control of the company (for example, a buy-back clause, pledged shares, or blank share-transfer forms)?
• Have the Thai shareholders signed a power of attorney letting you vote or handle all company matters on their behalf?
• Has the agent asked you to “sign a stack of English or Thai documents now, and we’ll explain later”?

Who controls the paperwork and communication

• Who prepares the company’s incorporation documents, shareholder changes, and financial statements? Is it all arranged by the developer or agent?
• Do you have the opportunity to meet independently with a lawyer who was not recommended by the agent, to have every risk explained clause by clause?
• If you ask to amend terms or request additional documents, does the other side refuse or brush you off immediately?

Put these questions to the other party and watch how they respond — you’ll quickly get a sense of whether the structure is transparent or murky.

Answers That Should Make You Cautious

“The Thai shareholder is just a formality, they won’t interfere with anything.” When the agent stresses that “the Thai shareholder is just nominal and won’t interfere with anything,” that is, in substance, admitting this is a nominee shareholder. In recent official statements and investigations, “formally 51% Thai, actually fully controlled by a foreigner” is precisely the target — if found to be circumventing land restrictions, the possible consequences include fines, criminal liability, and forced disposal of the land.

“Everyone does it this way, nobody’s had a problem.” Since 2024–2026, the Ministry of Commerce and the Land Department have used data cross-referencing to flag tens of thousands of suspected nominee companies as high risk, particularly those holding only land and a villa with no real operations. “No problem before” doesn’t mean it won’t be caught now; when enforcement intensity changes, structures that were once tolerated in a gray area can be cleaned up directly.

“You don’t need to look at the financial statements or tax filings, our lawyer has already checked.” Refusing to provide the company’s financial statements, tax records, or shareholder register on the grounds that it’s “too complicated, not necessary” usually means there’s something in there they don’t want you to see. A legitimate holding structure isn’t afraid of scrutiny — it will proactively explain the company’s history, income, and tax status; being offered only “our lawyer has already checked” as reassurance means betting your entire asset on someone else’s verbal promise.

“Just sign for now, we can adjust it later.” Any document involving shares, director authority, loans, or a mortgage should be treated as high risk if the other side says “sign now, we can change it later.” Once a document is officially registered, any adjustment requires the cooperation of all shareholders and may need to be refiled; if a Thai shareholder later refuses to sign, you may have no room left to fix it.

How to Decide What to Do Next

When It May Be Reasonable to Proceed

With help from an independent lawyer, the following situations can be considered acceptable to move forward with, while keeping the option to exit at any time:

• The company has a multi-year operating history, with financial statements and tax filings available for review, a clear income source and business purpose, and it exists for more than just a single villa.
• The Thai shareholders actually contributed capital, receive dividends or participate in company decisions, with no “private waiver of rights” or blank documents involved.
• You can communicate directly with an independent lawyer, engaged and paid by you rather than led by the agent or developer, who is willing to set out the risks and alternatives in writing.

When You Should Stop Immediately

If any of the following apply, it’s advisable to stop the signing process immediately, keep all correspondence, and seek independent legal advice:

• The Thai shareholders contribute no capital at all, receive no dividends or salary, and you are asked to sign a guarantee that “real control rests with you” — a textbook nominee structure.
• The company has no operating history, no income, and no tax filings, and its only asset is the land or villa you’re buying — exactly the high-risk pattern authorities are targeting.
• The developer or agent fully controls the company’s paperwork, won’t let you take copies to another lawyer, or pressures you with an attitude of “if you don’t understand, don’t invest” when you ask questions.
• You’ve already heard several of the red-flag phrases above (“everyone does it,” “just sign now”), but the other side refuses to provide any written risk disclosure.

At this point, the safest move isn’t to “negotiate better terms,” but to step back — you could instead look at a freehold condo, or a strictly compliant long-term lease structure, avoiding the company-ownership question altogether.

Frequently Asked Questions

Q1: If the company was already set up and I’m just buying the villa it holds, is my risk lower?

Not necessarily. Authorities look at substantive control and source of funds, not your role in the transaction sequence. If the company is itself a nominee structure, even if you’re a later buyer, you may still be caught up in an investigation — including the risk of forced land disposal and frozen funds.

Q2: Can I buy through the company structure first, and gradually adjust it to something safer later?

The risk is whether you’ll actually have the ability to adjust it. Once the shareholding and director registration is complete, any change requires the cooperation of all shareholders. If a Thai shareholder’s attitude changes later, or authorities have already started an investigation, you may have neither the time nor the room to restructure.

Q3: Is it automatically safe as long as I get an opinion letter from a major law firm?

An opinion letter can help you identify risk, but it isn’t a guarantee. When authorities review a structure, they still go by actual shareholding operation, fund flows, and company activity; if the structure is found to be a nominee arrangement, you may still face forced disposal and legal liability even after having taken professional advice.

Q4: If I already hold property through a company for years, and now see the nominee crackdown, should I close the company or sell immediately?

Whether to adjust the structure needs individual case analysis. Closing a company or selling property hastily may trigger extra tax, contract costs, or procedural risk. A more practical approach is to first review the company’s actual status — whether it has an operating record, whether the shareholder and funding arrangement too obviously shows nominee characteristics — and then decide whether adjustment is needed. Consult a lawyer familiar with the relevant regulations to evaluate the risks and costs of each option where necessary.

Q5: If I only intend to hold a condo, is there any need to set up a company?

In most cases, no. Foreigners can hold a condo unit directly in their own name within the foreign quota. Using a company to hold a condo may have a rationale in specific tax or estate-planning situations, but it also adds company-level compliance and cost. For most people who simply want to live in the property or make a straightforward investment, holding a condo personally is usually simpler and easier to manage.

Q6: If I plan to live in the property long-term and never rent it out, will the government still care about the company structure?

Authorities’ focus is on whether the land ownership itself complies with the law, not on whether the property is rented out or operated commercially. Even if the property is used purely for personal residence, if the company structure is, in substance, designed to get around the land restrictions, it can still be found in violation. Once transfer or inheritance is involved in the future, the legality of the underlying structure becomes even more important.

Have questions about a Thailand visa, long-term stay, or entry status? Ask Zagdim about your situation first.

Disclaimer

*This article provides general information for foreigners and foreign residents to help them understand the common structures, legal limits, and risk points of holding Thai property through a company. It does not constitute legal, tax, financial, or investment advice. The relevant rules and enforcement priorities may continue to change over time; readers should rely on the most current official announcements and formal documents from the relevant Thai authorities, and consult a qualified lawyer familiar with Thai regulations before any major asset allocation or structural change. Individual cases vary widely in background, purpose, and risk tolerance, and the suitable approach will not be identical for everyone.*

Have a question about this guide? Leave a comment below, or ask Zagdim directly.

Sources

• *Thailand Board of Investment – regulations on foreign companies’ land ownership
• Thailand Land Code – Thai government land law
• Department of Business Development (DBD) – nominee company crackdown updates
• Nation Thailand – reporting on the crackdown on foreign nominee businesses and land holdings
• ASEAN Briefing – Thailand land ownership rules for foreigners
• Various Thai law firms and professional bodies – analysis of nominee structures and property-holding risk in Thailand*