What is a nominee structure, and why is Thailand cracking down on it?
A nominee structure is a Thai company set up to look majority Thai-owned while a foreigner actually controls it, in order to hold land or run a business the Foreign Business Act B.E. 2542 (1999) reserves for Thai nationals. It usually works by putting Thai shareholders on paper who contribute no real capital and exercise no real control. Section 36 of the Act makes this a criminal offence for both the foreigner and the Thai nominee.
The Department of Business Development (DBD) began treating this as an enforcement priority through 2025 and 2026, using the Intelligence Business Analytic System (IBAS, operational since October 2025) to cross-reference DBD corporate filings against Revenue Department tax records and Anti-Money Laundering Office (AMLO) data. A company with a Thai shareholder who contributed no traceable capital, or whose declared shareholding doesn't match their tax filings, gets flagged automatically rather than waiting for a complaint.
How big is the crackdown, really?
Large, and still growing through 2026. An Australian-Thai Chamber of Commerce review found 46,918 entities in high-risk sectors were already flagged for inspection in 2025. By mid-2026, legal-update tracking put cumulative prosecutions at 852 companies, with identified economic damages of roughly THB 15.1 billion.
The enforcement isn't only a Bangkok or Phuket story. A joint operation on 18-20 March 2026 targeted tourism and property businesses in Pattaya itself: four tour operators lost their licenses immediately (Aletia Tours, Yor Indo-Thai Group, Y J H, and Di V-Ext), and the same sweep flagged 146 foreign entities across Chon Buri province for further investigation. One Thai shareholder identified in that sweep held stakes in more than 100 companies with a combined declared investment of roughly THB 300 million, exactly the kind of pattern IBAS is built to catch.
What changed on 1 August 2026?
DBD Order No. 2/2569, issued 14 July 2026, took effect 1 August 2026 and raised the documentation bar again. Any company or partnership registering, or amending its structure, on or after that date with foreign involvement must submit a formal Explanation Statement alongside bank statements showing the full capital payment from each shareholder. Thai shareholders specifically must produce three months of personal bank statements preceding their share subscription, showing withdrawals that match their stated capital contribution.
This supersedes the previous framework (DBD Order 2/2568, effective January 2026, and Order 1/2569, effective April 2026), which required similar but lighter documentation. The direction of travel is consistent: each successive order asks for more paper trail, not less, and applies it earlier in the registration process rather than only at audit.
What should I do if I already hold property through a Thai company?
Get it reviewed before an audit forces the question, not after. Compliance practitioners converge on the same short list of remediation steps for a company that's foreign-controlled in substance but Thai-controlled on paper: apply for a Foreign Business License if the activity qualifies, or restructure into a Board of Investment (BOI)-promoted entity, which allows 100% foreign ownership outright in eligible sectors and sidesteps the nominee question entirely.
Two things need to happen regardless of which route you take. Thai shareholders who didn't fund their own shares need to either repay the money that funded them (with documentation) and begin investing independently, or exit the structure. And any shadow agreement, side letter, or power of attorney that quietly hands control to the foreign party needs to be terminated and replaced with an arm's-length arrangement, or a DBD review will find it.
What are the compliant ways to hold property as a foreigner?
Three routes carry no nominee risk at all, because none of them pretend a Thai person controls something a foreigner actually controls. Freehold condominium ownership, under the 49% building quota (see our foreign-ownership Guide), is the most direct. Registered leasehold, up to 30 years and renewable, works for houses and land where freehold isn't available to a foreigner. BOI promotion, for buyers who also want to run a business rather than just hold a residence, allows outright majority or full foreign ownership in eligible sectors, land included.
A fourth route applies narrowly: US citizens can hold majority ownership under the Thailand-US Treaty of Amity, a bilateral protection that predates the modern Foreign Business Act and still stands. It doesn't help non-US buyers, but it's a real, fully compliant option for the citizens it covers.
