If not a nominee company, then what — how foreigners actually hold property in Thailand

This is not legal advice. It is an overview of the structures that property lawyers in Thailand recommend. Your situation is specific. Talk to a lawyer before acting on any of this.

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Why the nominee model is finished

For decades, the standard playbook for a foreigner wanting to own a villa in Thailand was simple — at least the way lawyers presented it. Set up a Thai limited company with 51% Thai shareholders, buy the land through the company, and control it through preference shares or side agreements. The Thai shareholders were often employees, drivers, or paid associates with no genuine investment. It was a grey area, but it was widely accepted as safe and secure.

Everyone knew how it worked. Lawyers facilitated it. Developers built sales processes around it. The Land Department registered the titles.

That era is over. The Department of Special Investigation has been auditing foreign-held company structures since early 2026. The Department of Business Development now requires documentary proof of genuine source-of-funds for new incorporations. The Department of Lands cross-checks shareholder registers against title deeds. US$728 million in assets have been seized nationwide. Raids have hit Bangkok, Phuket, Samui, Pattaya, and Chiang Mai. A Phuket MP has been summoned over alleged nominee shareholding in local property firms.

The consequences for a foreign owner caught in a nominee arrangement include criminal prosecution under the Foreign Business Act, company dissolution by court order, compulsory land sale — often at a significant discount — tax investigations, anti-money laundering referrals, and potential visa cancellation.

If you are currently holding property through a nominee company structure, the single most important thing you can do right now is talk to a qualified Thai property lawyer. Not next month. Now.

What foreigners can legally do

Thai law does not allow foreigners to own land. That is the starting point, and no structure changes it. But the law does allow several ways to hold long-term rights over property, and — importantly — to own the building on the land even when someone else owns the land itself.

There are also routes for genuine companies with partial foreign ownership to hold land and buildings, and provisions under certain investment programmes such as the BOI. Those are specific, condition-heavy, and beyond what we are covering today.

Here are the structures that lawyers recommend for individual buyers. Each has trade-offs. None is perfect. All are legal.

Condominium freehold

The simplest path. Foreigners can own a condominium unit outright — full freehold — provided foreign ownership in the building does not exceed 49% of the total saleable area. Purchase funds must be remitted from overseas and documented with a Thor Tor 3 (foreign exchange transaction) form from the receiving bank.

This is the only way a foreigner can hold freehold property in Thailand without a corporate structure. If you want to own something outright with your name on the title deed, a condo in a building with available foreign quota is it.

The catch: the 49% foreign quota in popular buildings fills fast. In desirable Phuket developments, it may already be gone. And this route only applies to condos — not villas, not houses, not land.

Registered 30-year lease

The most common structure for villas. You lease the land from the Thai owner for 30 years, registered at the Land Department on the back of the title deed. Registration is critical — an unregistered lease is a contract between two parties and offers minimal protection if the land is sold.

A registered lease survives a change of land ownership. If the landowner sells, the new owner inherits your lease. That is the protection registration provides.

The catch: Thai law caps property leases at 30 years. The “30+30+30” structures that developers market — where you sign agreements for two additional 30-year renewals upfront — are contractual promises, not enforceable property rights. A March 2025 Supreme Court ruling confirmed this. Pre-signed renewal contracts bind the original parties but not necessarily a new landowner.

This does not mean a 30-year lease is bad. It means you should understand what you are buying: 30 years of registered, legally protected tenure. Beyond that, renewal depends on negotiation, not guarantee.

Registration fees are typically 1.1% of the total stated rent for the lease period.

Superficies — owning the building separately from the land

This is the structure that most foreigners do not know about, and the one that changes the equation for villa ownership.

A superficies right, registered at the Land Department, legally separates ownership of the building from ownership of the land. The Thai landowner keeps the land. You own the villa structure on top of it. These are two distinct legal interests, registered separately.

Why this matters: if you hold a 30-year lease on the land AND a registered superficies over the building, you own the villa itself. Not just the right to live in it — you own the physical structure as a separate asset from the land.

A fixed-term superficies (as opposed to a lifetime one) is inheritable and transferable. You can sell the building. You can leave it to your heirs. That is a meaningfully different position from a lease alone, where the building typically reverts to the landowner when the lease ends.

The catch: the superficies only lasts as long as the underlying land rights allow. When the lease expires, the building owner and the landowner need to reach an agreement about what happens next. But the negotiating position of someone who owns a ฿30 million villa on your land is stronger than someone whose lease just ended.

A good property lawyer will structure the lease and the superficies as a coordinated package — matched durations, aligned terms, and succession provisions that work together.

Usufruct — lifetime occupation rights

A usufruct is a registered right to use and enjoy someone else’s property. It can be registered for up to 30 years or for the holder’s lifetime — and for a 50-year-old buyer, “lifetime” is usually longer than 30 years.

This is particularly useful for residents who intend to stay in a property for the rest of their lives and are less concerned about resale or inheritance. The right is registered on the title deed and survives changes in land ownership.

The catch: a usufruct is personal. It cannot be transferred or sold. It cannot be inherited — when you die, the right terminates and the property reverts to the freehold owner. It is security for the holder, not an investment structure. If you need to pass the property to your children or sell your interest, a usufruct alone does not achieve that.

A real Thai company — not a nominee one

There is a difference between a nominee company and a genuine Thai company. A nominee company exists solely to circumvent the foreign ownership restriction — Thai shareholders are straw men with no real investment. A genuine Thai company has Thai shareholders who contributed real capital, demonstrated independent financial capacity, and participate in the business for legitimate commercial purposes beyond holding one villa.

If you have a genuine Thai business partner who is investing real money alongside you, a Thai company can hold land. The enforcement is targeting nominee arrangements, not legitimate joint ventures.

The catch: “genuine” has a high bar in the current enforcement environment. The Thai shareholders need to demonstrate independent source of funds. The company needs a business purpose beyond property holding. Control cannot rest entirely with the foreign minority shareholder through side agreements. If the structure looks like a nominee arrangement — Thai shareholders with minimal income subscribing for substantial shareholdings, no operational business, foreign control through preference shares — it will be treated as one regardless of what the incorporation documents say.

The combined structure most lawyers recommend

For a foreigner buying a villa in Phuket today, the structure most property lawyers recommend is a combination:

A registered 30-year lease on the land, giving you enforceable tenure that survives land ownership changes.

A registered superficies over the building, giving you separate legal ownership of the villa structure — inheritable and transferable if fixed-term.

Coordinated succession provisions through a Thai will, ensuring the lease and superficies transfer together on death.

This gives you 30 years of registered land rights, outright ownership of the building for the superficies term, an inheritable asset, a transferable interest if you want to sell, and a negotiating position when the lease renewal conversation comes.

It does not give you freehold. Nothing does, for a foreigner, outside the condo route. But it is a legitimate, legal, registered structure that the enforcement agencies are not targeting — because there is nothing to target.

What to do if you are in a nominee structure now

Talk to a lawyer. That is not a throwaway caveat — it is the most important sentence in this piece.

A qualified Thai property lawyer can audit your current structure, assess your exposure, and advise on whether and how to restructure — potentially converting to a leasehold-plus-superficies arrangement, or regularising the company structure if the Thai shareholders can demonstrate genuine investment.

Do not attempt to restructure on your own. Do not transfer shares without advice. Do not assume that because enforcement has not reached you yet, it will not. The DSI has been methodical, and the crackdown is expanding, not contracting.

The time to act is before the audit finds you — not after.

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This piece is an overview, not legal advice. Property law in Thailand is complex, jurisdiction-specific, and your situation may have factors that change which structure is appropriate. Consult a qualified Thai property lawyer before making any decisions about property ownership or restructuring.

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