In 2025, that approach is high-risk and heavily scrutinised. Thai authorities have intensified investigations into nominee structures and foreign-controlled companies holding land, with real criminal and administrative consequences for both Thai and foreign participants.
This article gives a practical, foreigner-friendly overview of what you need to understand before considering buying land through a Thai company in Thailand. It’s general information only, not legal advice. For any real transaction, you should instruct a Thai lawyer and tax advisor.
1. Why Foreigners Look at Thai Companies to Buy Land
Foreign investors typically look at a Thai company structure because:
- Foreigners generally cannot own land in Thailand under the Land Code, except in very limited cases (treaties – currently none – or narrow statutory exemptions).
- They want to own a villa or landed property, not just a condominium unit.
- They have been told that a “Thai company with 51% Thai shareholders” is a simple workaround.
Historically, some practitioners marketed “Thai company solutions” using Thai nominees purely on paper. Today, this model is explicitly treated as illegal circumvention under both the Land Code and the Foreign Business Act (FBA), and is a key target of enforcement.
2. Legal Framework: Why Foreigners Cannot Simply Own Land
2.1 Land Code Act: core prohibition
The Land Code Act B.E. 2497 (1954) provides that foreigners may not own land in Thailand, except where a treaty or specific statutory exception applies (for example, investment of at least THB 40 million under Section 96 bis, subject to strict conditions).
Thailand currently has no treaty in force allowing foreigners in general to acquire land.
The Land Code also prohibits Thai nationals from holding land as agents or nominee owners for foreigners; where this happens, the law treats the land as being owned by the foreigner and therefore illegally held.
2.2 Civil and Commercial Code & company law
Under the Thai Civil and Commercial Code (CCC), a limited company is a juristic person with separate legal personality. The CCC also codifies key property and security rights that interact with land investments, such as ownership, servitudes, and rights over immovable property.
In principle, a Thai company may own land if it is regarded in law as a Thai juristic person and not as a “foreigner” under the Land Code or FBA.
2.3 Foreign Business Act (FBA): who is “foreign”?
The FBA considers a company “foreign” if:
- It is registered overseas, or
- It is incorporated in Thailand but 50% or more of its shares are held by foreigners (calculated by equity, not by director control)
A company that is “foreign” for FBA purposes is also treated as foreign for land-ownership restrictions. Using a Thai-registered but foreign-controlled company to hold land is therefore not a legal shortcut.
3. When Can a Thai Company Legally Own Land for a Foreign Investor?
A Thai company can own land only where the company itself is legitimately Thai, or where a specific legal exemption applies. In practice, this means:
- Majority Thai-owned, genuinely Thai-controlled company
- Thai shareholders hold more than 50% of the shares beneficially and bear real economic risk and reward.
- The company operates a real business, not a shell solely holding a villa for a foreigner’s private use.
- BOI-promoted foreign company (business purposes)
- A company with investment promotion from the Board of Investment (BOI) may be permitted to own land necessary for its promoted project (offices, factories, and, under current rules, certain forms of worker housing – but not general residential villas for owners).
- Recent BOI notifications have narrowed land-ownership privileges and removed previous allowances for executive housing, tightening land use to operational needs only.
- Section 96 bis investment route (individual, not company-centric)
- A foreign individual investing at least THB 40 million in eligible Thai assets may, in limited circumstances, obtain permission to own up to 1 rai of land for residential purposes, subject to strict conditions and ministry approval.
- This is a personal route, not a “Thai company solution”.
If a “Thai company” is in reality controlled and funded by a foreigner, with Thai shareholders acting only as names on paper, authorities will treat it as an illegal nominee structure, not a valid Thai owner.
4. The Red Line: Nominee Structures and “Paper Companies”
4.1 Nominee shareholders under the FBA
The FBA expressly prohibits Thai nationals (or non-foreign juristic persons) from acting as nominee shareholders for foreigners in order to circumvent foreign-ownership restrictions. Section 36 imposes fines and imprisonment for both the Thai nominee and the foreign investor.
Recent commentary and enforcement reports indicate:
- Tens of thousands of companies have been targeted in nationwide nominee investigations.
- Real estate and tourism-related structures are a particular focus.
4.2 Nominee land holding
The Land Code also penalises attempts to use Thai proxies to hold land for foreigners. Where authorities find that Thai shareholders or landowners are, in substance, acting for a foreigner, they may:
- Order disposal of the land.
- Impose fines or other penalties.
- Pursue related criminal offences under the FBA and other laws.
4.3 Warning signals of a risky structure
While each case is fact-specific, red-flag indicators include:
- Thai “shareholders” with no real financial capacity or knowledge of the company.
- Funding for company capital, land purchase, and ongoing expenses coming entirely from the foreigner.
- Side agreements where Thai shareholders promise never to vote against the foreigner, or to immediately transfer shares back for a symbolic amount.
- Companies with no real business activity, staff, or accounts, whose only asset is one villa or plot.
A structure like this is highly likely to be treated as illegal nominee land ownership, not a compliant investment.
5. Building a Compliant Thai Company Structure (High-Level)
If a foreign investor is considering buying land through a Thai company, the conversation should focus on compliance first, not convenience.
Important: The following points are general considerations only. They are not a template. Any real structure must be designed and vetted by Thai legal and tax professionals.
5.1 Shareholding and control
Key legal parameters include:
- A Thai limited company must have at least 3 shareholders.
- For many regulated activities, foreign shareholding above 49% will trigger the FBA and foreign-business licensing requirements.
- Authorities increasingly look at actual control and economic benefits, not just formal share percentages.
A compliant structure where a Thai-majority company acquires land should normally reflect:
- Thai shareholders who contribute real capital, bear risk and share profits.
- Foreign shareholders with a clear business rationale (e.g. joint development, hospitality, or other genuine business), not just personal villa ownership.
5.2 Directors and management
Board composition and director powers will be scrutinised alongside shareholding:
- A board fully controlled by foreigners, with Thai shareholders lacking any information or involvement, weakens the case that the company is truly Thai.
- Director and signatory arrangements should be consistent with the real ownership and control shown in the share register and shareholder agreements.
5.3 Share classes and shareholder agreements
Thai law allows different share classes and weighted voting rights in some circumstances.
In practice:
- Preference shares, reserved matters, and put/call options can be used in genuine joint ventures.
- However, using complex share structures solely to give a foreigner full control while Thai shareholders are only names on paper can support a finding of nominee activity.
Any shareholder agreement should be drafted with the FBA, Land Code, and CCC in mind, and should withstand regulatory scrutiny.
6. From Company Incorporation to Land Transfer: Key Stages
At a high level, a compliant investment involving a Thai company might involve:
- Structuring and feasibility analysis
- Legal review of whether a Thai company structure is appropriate at all (in many cases, a long-term lease may be safer).
- Consideration of BOI eligibility, business objectives, and foreign-business licence requirements.
- Company incorporation and capitalisation
- Forming a Thai limited company under the CCC, with real Thai and foreign shareholders, appropriate capital, and business objectives aligned to actual operations.
- Tax and regulatory analysis
- Reviewing corporate income tax, VAT, withholding tax, land and building tax, and potential specific business tax on resale.
- Land due diligence
- Title checking at the Land Office.
- Verifying zoning, building permissions, and any encumbrances (mortgages, servitudes, usufructs).
- Shareholder arrangements
- Drafting shareholder agreements and articles of association consistent with Thai law and foreign-ownership rules.
- Land purchase and registration
- Executing a sale and purchase agreement and registering transfer at the Land Office in the name of the Thai company, with authorities sometimes enquiring into corporate structure and funding source.
- Ongoing compliance
- Proper accounting, annual audits, tax filings, board and shareholder meetings, and maintenance of corporate records.
Skipping or minimising these steps increases regulatory and economic risk.
7. Tax and Ongoing Compliance Considerations
Buying land through a Thai company brings tax and compliance obligations that many individual investors do not anticipate.
Typical issues include:
- Transfer fees, stamp duty and specific business tax on acquisition and future sale of the land or building.
- Corporate income tax on rental income or profits from sale.
- Land and Building Tax, payable annually by the company as landowner, with different rates depending on use (residential, commercial, vacant).
- Withholding tax on payments to foreign shareholders (for example, dividends).
- Thin capitalisation issues and tax treatment of shareholder loans, if the foreign investor funds the company via debt rather than equity.
A structure that ignores tax often becomes uneconomic over time and can also create exposure in a tax audit.
8. Safer Alternatives and Complementary Structures
For many foreign investors, full land ownership via a company is not the only, or even the best, tool. Other instruments under Thai law can provide strong, practical rights without pushing into nominee territory.
Common examples include:
- Long-term registered lease (up to 30 years, renewable)
- Renewable leases can be combined with construction rights and option agreements.
- The foreigner may own the building on leased land and lease the land from a Thai owner under a properly drafted and registered agreement.
- Right of superficies or usufruct
- Superficies separates ownership of the land from ownership of buildings on it.
- Usufruct grants rights of use and enjoyment over land or property for a period (often life or up to 30 years), without changing land ownership.
- Condominium freehold
- Foreigners can own up to 49% of the saleable area of a condominium project in freehold, which is legally straightforward compared to landed property.
A Thai company may still be appropriate for operating a business (e.g. rental management, development, or hospitality), while the land itself is held in another compliant form.
9. Due Diligence Checklist for Foreign Investors
Before moving forward with buying land through a Thai company, foreign investors should at least consider the following questions with professional advisers:
- Is a land-holding company genuinely necessary, or would a lease / condominium / superfices solution meet my goals with lower risk?
- If a Thai company is used, can Thai shareholders demonstrate real capacity and willingness to invest, share risk, and receive profits—not just act as nominees?
- Is the company engaged in a real ongoing business, or is it a pure “villa box”?
- Has someone proposed “simple solutions” such as keeping all control with the foreigner via side letters or blank share transfers?
- Those are classic nominee hallmarks.
- What is the exit strategy?
- Sale of shares vs. sale of land and building, and the different tax and regulatory implications.
- What documentation will stand up in an FBA or Land Department investigation in 5–10 years’ time?
If you cannot answer these questions confidently, you should pause before committing to any “Thai company” land acquisition.
How Lex Bangkok Can Help
Structuring a land-related investment through a Thai company is not a “DIY” exercise. Poorly designed structures can lead to:
- Forced sale of the land
- Criminal exposure under the FBA and Land Code
- Tax problems and unexpected costs on exit
Lex Bangkok can assist foreign investors and their Thai partners with:
- Structuring analysis – whether a Thai company is appropriate, or whether lease, condominium, or other rights are safer.
- Company registration and governance – drafting compliant articles of association and shareholder agreements that reflect real ownership and control.
- Regulatory and BOI review – assessing foreign-business licensing and BOI options where a business-driven structure is viable.
If you are considering buying land through a Thai company, or if you already hold land in such a structure and are concerned about nominee risks, you should consult a qualified Thai lawyer before taking any further steps. Lex Bangkok is available to discuss your goals, review your current arrangements, and help design a safer, compliant strategy going forward.