Thai Nominee Company Rules: Risks for Phuket Buyers

A Thai nominee company is illegal and has become a serious risk for Phuket buyers: if Thai shareholders only hold shares on paper so that a foreigner can own land or a villa, both sides can face prison and the land can be ordered sold. With authorities screening thousands of Phuket companies in 2026, foreign buyers should know what the law allows, what it does not, and which legal routes to use instead.

What is a Thai nominee company?

It is a Thai limited company that looks Thai-owned on its register but is really funded and controlled by a foreigner. The usual pattern in property is a company with 51% of shares held by Thai individuals and 49% by the foreign buyer. The company buys the land, and the foreigner treats the house or villa as their own. The problem is not the 51/49 split itself. Thai law allows Thai-majority companies with foreign minority shareholders. What it prohibits is Thai shareholders holding shares for someone else, with no real money invested and no real control.

What does Thai law say about nominee ownership?

Two laws apply, and they overlap.

• Land Code, Section 86: foreigners can only acquire land under a treaty that grants the right, and no such treaty is currently in force.
• Land Code, Section 97: a company counts as foreign for land ownership if foreigners hold more than 49% of its registered capital or make up more than half of its shareholders.
• Land Code, Section 111: a Thai who acquires land on behalf of a foreigner can be fined up to 20,000 baht, jailed for up to two years, or both, and the land can be ordered sold within 180 days to one year under Section 94.
• Foreign Business Act, Section 36: a Thai acting as a foreigner's nominee shareholder, and the foreigner who allows it, face up to three years in prison, a fine of 100,000 to 1,000,000 baht, or both, plus daily fines if a court order to stop is ignored.

Courts and officials look at substance, not just the share register. Who paid for the shares, who signs the cheques and who takes the profits matters more than the percentages on paper.

How big is the 2026 crackdown in Phuket?

Very big by recent standards. In June 2026, The Nation reported that authorities had checked more than 30,000 registered companies in Phuket, found over 11,000 with foreign shareholders and flagged more than 600 as at risk of nominee arrangements. Raids under court warrants targeted hotels, car rental firms, tour companies and restaurants in Patong. Later that month, Deputy Interior Minister Polapee Suwunchwee said 159 companies had been referred to an investigation committee, with legal proceedings against 39 and 34 ordered to cease operations, the Bangkok Post reported.

The campaign has continued. Phuket authorities opened a separate case in Rawai at the end of October, covered in our report on the Rawai nominee probe, and on 11 November 2026 the Department of Business Development said it had flagged 1,932 companies nationwide as high risk, 77 of them in Phuket, in a new check on companies whose shareholders or directors are naturalised Thai citizens.

These figures are screening results, not court findings. A company with foreign shareholders is not a nominee just because of its structure.

What are the warning signs of a Thai nominee company?

Lawyers and investigators typically look for the same red flags:

• Thai shareholders who never paid for their shares, or whose money came from the foreign buyer as a "loan".
• Shareholders who are strangers to the buyer, supplied by an agent or law office for a fee.
• Pre-signed, undated share transfer forms or director resignation letters kept by the foreigner.
• Preference shares that give the 49% foreign holder control of every vote.
• A company with no real business, income or tax filings beyond holding one house.

Land officers can also ask about the source of funds when a company with foreign shareholders registers a purchase. If an agent offers to "provide" Thai shareholders, treat it as a reason to walk away. Our property due diligence checklist explains other checks to run before signing.

What legal alternatives do foreign buyers have?

There are lawful ways to own or control property in Phuket without a Thai nominee company:

For condo buyers, our guide to the Phuket condo foreign quota explains how to check that a unit can be registered in a foreign name. Villa buyers should read our freehold vs leasehold in Phuket comparison and our explainer on usufruct in Thailand. Marketing that promises 60, 90 or 99 years often overstates what a lease can do; our 99-year lease guide explains the current 30-year cap.

I already own through a company. What should I do?

Do not panic, and do not move money or shares in a hurry. Ask an independent Thai lawyer, not the agent who sold the structure, to review who paid for each share, the company's accounts and tax filings, and any side agreements. If the company genuinely runs a business with real Thai investors, it may be lawful. If it only exists to hold your house, the lawyer can explain the options, which can include selling the property, restructuring into a registered lease, or transferring a condo into your own name where the quota allows. A general overview is in our guide on whether foreigners can buy property in Phuket.

FAQ

Is a Thai nominee company the same as any company with foreign shareholders?

No. Companies with foreign minority shareholders are legal. A company becomes a nominee arrangement when Thai shareholders hold shares for a foreigner without real investment or control.

Can the government take my villa?

Land held unlawfully for a foreigner can be ordered sold within 180 days to one year under the Land Code, and criminal penalties can apply to both the Thai holder and the foreigner.

Does the crackdown affect condo owners?

Not if the unit is registered in your own name within the 49% foreign quota and paid for with money brought in from abroad, which is the standard legal route.

Can I still lease land in Phuket?

Yes. A lease of up to 30 years, registered at the Land Office, is legal, and it can be renewed for further terms of up to 30 years.

Photo: replica of Thailand's first land title deed, Bang Pa-in. Adirach Toumlamoon / Wikimedia Commons, CC BY-SA 4.0