Thai Company Nominee Structures in Phuket: The Legal Risk in 2026

I'm going to say something that some Phuket real estate agents don't want you to hear: Thai nominee structures are illegal, the risk is real, and "everyone does it" is the worst reason to do something legally questionable in a foreign country where you have limited recourse.

I've watched expats lose properties in Phuket. I've watched nominees turn hostile. I've watched marriages end and suddenly a Thai spouse — or a Thai nominee — holds all the cards. After six years on the island, I want to give you the unvarnished version of what nominee structures actually involve, what the real risks are, and what the legitimate alternatives look like.

How Thai Nominee Structures Work

Under Thai law, foreigners cannot own land in Thailand (with very limited exceptions). A Thai limited company (borisat chakhad chamgat) can own land — but if the company is majority foreign-owned, it triggers the Foreign Business Act restrictions on land holding. The "solution" that has been widely used for decades is the nominee structure:

1. A Thai limited company is formed with (usually) at least 51% Thai shareholding.
2. The Thai shareholders are nominees — they've been paid to hold shares, signed over blank share transfer documents to the foreigner, and have no genuine stake in the company.
3. The foreign "buyer" controls the company through various mechanisms: loans to the company secured on the land, management agreements, proxy voting rights, etc.
4. The company buys the land with the Chanote (title deed) in the company's name.
5. On paper, the Thai nominees "own" 51%+ of the company. In reality, the foreigner controls and benefits from everything.

What Thai Law Actually Says

The key laws prohibiting nominee structures are:

• Land Code Section 96: Prohibits foreigners from holding land directly or indirectly through Thai nominees. The Land Department has explicit authority to investigate and order divestiture of land held through nominee structures.
• Foreign Business Act (FBA) 1999: Designates land ownership as a restricted business. Using nominees to circumvent foreign ownership restrictions is a criminal offence under the FBA.
• Civil and Commercial Code: Contracts entered into to evade the law can be declared void — meaning a nominee arrangement has no legal protection even between the parties.

The penalties include fines (up to ฿100,000 per director), potential imprisonment, and forced divestiture of the land asset — meaning the company is required to sell the land to a qualifying Thai buyer, potentially at a forced-sale price.

How Are Nominee Structures Exposed in Phuket?

Most nominee structures stay undiscovered for years — which creates false comfort. Enforcement typically happens when something goes wrong, not through routine audits. Common triggers in Phuket:

Nominee Turns Hostile

This is the nightmare scenario. Your Thai nominee decides they want the property, or wants money to stay quiet. Since the Chanote is in the company's name and they're a majority shareholder, they have significant leverage. You have limited legal recourse — the underlying arrangement is itself illegal, so you can't easily run to a Thai court to enforce your rights.

Divorce Proceedings

If you're in a mixed-nationality marriage and the property is held through a company with your Thai spouse as a nominee, divorce proceedings can expose the entire structure. Judges in divorce cases look closely at asset structures, and company-held properties become deeply complicated to divide.

Death and Inheritance

When the foreign "owner" of a nominee company dies, the company shares don't automatically transfer to heirs. The legal status of the arrangement becomes exposed during estate proceedings. If the nominees were never given genuine instructions or if documents were poorly structured, heirs can lose access to the property entirely.

Political Crackdowns

Thailand's government has periodically announced crackdowns on nominee land ownership. These are typically triggered during periods of political tension or when foreign land ownership becomes a public issue. During these periods, the Land Department actively investigates companies holding land to assess whether they're genuine businesses or nominee structures.

Neighbour or Competitor Complaints

In contested development areas or when land disputes arise with neighbouring Thai landowners, complaints to the Land Department can trigger investigations of specific properties. A motivated neighbour with a grudge can initiate the process that exposes your nominee structure.

Why Property Agents Downplay the Risk

I'll be blunt about this. Many Phuket real estate agents selling villas on land through company structures have a financial incentive not to fully explain the legal risk. They also genuinely believe — and will tell you — that "everyone does it" and "it's never enforced." These statements are partly true and deeply misleading simultaneously.

It IS common. Enforcement IS irregular rather than systematic. But "common and irregularly enforced" means hundreds of properties in Phuket carry this risk, and enforcement when it does happen can be catastrophic and unforeseeable. Ask yourself: do you want an investment of ฿10–30 million in an asset that could be subject to forced divestiture because of a political decision or a nominee dispute that has nothing to do with you?

Legal Ways Foreigners Can Own Property in Phuket

The good news is that legitimate property ownership in Phuket is possible — it just requires working within the actual law rather than around it.

What to Do If You Already Have a Nominee Company in Phuket

If you're already in this situation, don't panic — but do act. Options include:

• Convert to a long-term lease: The company sells or transfers the land to the Thai nominees in their personal capacity, who then register a 30-year lease to the foreigner. This requires cooperation from nominees and careful legal structuring.
• Convert to a genuine operating company: If the property generates business income (legitimate holiday rental business, for example), restructuring to ensure genuine Thai shareholder participation and operational legitimacy can reduce risk.
• Sell while you can: If you want to exit, selling the property (through the company) to a genuinely eligible buyer is cleaner than waiting for an enforcement action to force a distressed sale.
• Do nothing and accept the risk: Some people make this choice consciously — they've assessed that the risk is low relative to their situation. This is a decision that should be made with full information, not by default.

Thai Nominee Companies in Phuket: FAQ