Nominee structures in Thailand: why a company fronted by Thai shareholders is a risk

Thailand does not sell land to foreigners. A whole market of workarounds has grown up around that ban, and the most common one goes like this: a Thai company is registered with 51% of its shares held by Thai nationals who put in none of their own money and take no part in running it. The company buys the land, and the foreigner treats it as theirs.

Why it doesn't work as intended

Thai law expressly prohibits the use of nominee shareholders to get around restrictions on foreign ownership. This is not a grey area but an offence carrying liability — both for the foreigner and for the Thais who agreed to act as nominees.

• The Land Department checks the source of funds of the Thai shareholders when the transaction is registered, and that is exactly where questions arise.
• A share structure with different classes and voting rights that gives a foreigner control with a minority stake is a known red flag, not a clever invention.
• Under scrutiny, the asset is what is exposed: the transaction can be challenged and the land may be subject to forced disposal.
• The nominee remains a shareholder in law. If the relationship sours, your position in the dispute rests on arrangements that are themselves unlawful.

What is available instead

• A freehold condominium within the foreign quota — the only form of full ownership open to a foreigner without caveats.
• A registered land lease of up to thirty years — a lawful route with clear limitations.
• Superficies or usufruct — real rights registered with the Land Department. They offer protection different from a simple lease and in some scenarios fit better.
• A company with genuine business activity and genuine Thai partners — a lawful structure. What separates it from a nominee arrangement is that the activity and the partners' contributions are real.

How to spot a risky offer

• You are promised "full land ownership for a foreigner" — no such product exists in Thailand.
• The Thai shareholders are found by the seller, and you will never meet them.
• The company is set up for the transaction and has no other activity.
• The lawyer is supplied by the seller and assures you "everyone does it this way".

The practical takeaway

A scheme being widespread does not make it legal, and it does not protect any individual buyer. The right sequence is to decide first what you actually need — an apartment, a holiday villa, an income property — and then choose a lawful form for that goal. In Thailand, each of those goals has one. Problems begin where a foreigner tries to obtain something the law does not give them at all.

Based on Thailand's Foreign Business Act, Thai land legislation and the Land Department's practice in registering transactions.