Buying a Phuket Villa Through a Thai Company: Law, Risks and the 2026 Crackdown

Foreigners cannot own land in Thailand. A Thai limited company can, as long as it counts as Thai, which in practice means more than half of its shares are held by Thai nationals. For years many villas in Phuket were sold to foreigners this way: a company is set up, the foreign buyer holds 49%, Thai individuals hold the rest, and the company buys the land and house. The pitch is simple: the land is owned freehold and the buyer controls the company.

The problem is the word control. If a foreigner controls a company that owns land, through the money, the votes or side agreements, the company is not genuinely Thai, and the arrangement is a way around the Land Code.

There are legitimate Thai companies with foreign shareholders: operating businesses with real Thai partners who invested real money. A company created only to hold one holiday villa for one foreign family is very hard to present as that.

Three rules matter.

1. Land Code. A company is treated as foreign for land ownership if foreigners hold more than 49% of its capital or foreigners make up more than half of its shareholders. Such a company cannot own land.
2. Foreign Business Act. A Thai person who holds shares on behalf of a foreigner to get around the law, and the foreigner who arranges it, commit a criminal offence. Penalties include fines, imprisonment and court orders to dissolve the company or end the shareholding.
3. Land Code enforcement. Land acquired in breach of the rules can be ordered sold, and the authorities can investigate how the purchase was funded.

What makes a shareholder a nominee

Officials look at substance, not the share register:

• Did the Thai shareholder pay for the shares from their own money, or did the foreigner fund it?
• Does the Thai shareholder receive dividends, vote and carry risk, or have they signed blank share transfers, resignation letters or a loan agreement that cancels their stake?
• Who signs on the bank account, pays the bills and lives in the villa?
• Are preference shares or a shareholders' agreement used to give the 49% foreign holder control over a majority-Thai company?

Structures built around preference shares, pre-signed transfers or loans to the Thai shareholders are exactly the patterns investigators look for.

Enforcement used to be rare. In 2026 it is not.

• On 20 June 2026 the Department of Business Development (DBD) carried out inspections in Phuket targeting nominee arrangements. Thai media reported 10 companies suspected of nominee structures linked to land ownership, 39 more requiring further investigation, and total assets under investigation above 231 m THB. These are suspicions under investigation, not court findings.
• In early July the government stepped up the campaign, calling nominee shareholding one of the country's most serious economic threats, while repeating that lawful foreign investment is welcome.
• On Koh Samui and Koh Phangan the DBD reviewed more than 11,000 companies with foreign shareholders. Most of these are lawful businesses: foreign shareholding alone does not establish a nominee offence.
• An Interior Ministry circular in August 2026 on nominee land ownership by foreigners has been reported by Thai law firms.

The practical effect is visible in the market: reports describe buyers postponing company villa purchases, and lawyers now ask harder questions about where the money came from.

We will update this section as official results are published. Treat any seller who says the crackdown does not affect their structure with caution until your own lawyer agrees.

For most foreign villa buyers, these routes avoid the nominee problem entirely.

Registered lease plus right over the house

A 30-year land lease registered on a Chanote, plus ownership of the building or a registered superficies. You own nothing you are not allowed to own, and everything is on the public register. It is the standard route and it is explained in our freehold vs leasehold guide.

A freehold condo or condo-style villa

Some developments register villas as units of a condominium. If the project is a genuine registered condominium and the unit is in the foreign quota, you can own it freehold in your own name. Check the registration, the quota and the building rules.

A genuine business

If you really run a business in Thailand with real Thai partners, a company may own the property the business uses. This is a business decision with accounting, tax and licensing obligations, not a way to own a holiday home.

Investment routes for land

The Land Code allows a foreigner who brings in at least 40 m THB and keeps it invested under the conditions set by law to apply to own up to one rai of residential land. Approvals are rare and slow. Few buyers use it.

Many owners bought this way years ago on professional advice. Panic is not useful; a review is.

1. Collect the file. Company registration documents, shareholder list and history, the share purchase evidence for every Thai shareholder, bank statements, the land title, and every side agreement (loans, share pledges, undated transfers, powers of attorney).
2. Have an independent Thai lawyer assess it. Not the firm that set it up. Ask one direct question: would this company survive a DBD inspection focused on who funded it?
3. Get a lawful restructuring or disposal plan. Independent counsel should first review the original acquisition, who funded it, beneficial ownership, the land title, creditors and taxes, and establish who can lawfully keep the land. A new lease does not by itself cure an unlawful nominee structure, and the company cannot simply be wound down while it still owns land.
4. Keep the company compliant meanwhile. Annual accounts, audits, tax filings and a real registered address. Dormant companies with no accounts attract attention.
5. Plan before you sell. Buyers and their lawyers now examine company structures closely. A clean, documented structure sells; a questionable one may not.

If you are offered a villa through a company, these questions separate a defensible structure from a risky one. Ask for documents, not reassurance.

• Who are the Thai shareholders, and what did each of them pay for their shares? Show the bank evidence.
• Are there any loan agreements, share pledges, undated share transfers, preference share rights or shareholders' agreements in favour of the foreign side?
• What does the company do besides owning this villa? Show the last three years of audited accounts and tax filings.
• Has the company received any letter or visit from the DBD, the Land Office or the police?
• Why is the villa not offered on a registered lease instead?
• Will the seller accept converting to a lease before transfer, at their cost?

A seller with a clean structure will answer quickly and in writing. Vague answers, or pressure to sign fast, are your answer. When in doubt, choose a property that does not need a company at all: our catalogue marks the ownership form of every listing, and you can ask us to check a structure before you commit.