Nominee structures: what they mean for a buyer
Nominee structures are being discussed everywhere at the moment, and usually in an anxious tone. Let me take it apart calmly. What is actually meant by a nominee, who the enforcement is aimed at and who it is not, and what part of this matters to you if you are buying an apartment or a villa. The honest summary, before I explain it: if your purchase is a freehold condo inside the quota or a properly registered lease, none of this touches you.
What a nominee is, in plain terms
A foreigner cannot own land in Thailand and cannot carry out certain business activities without a licence. For decades one structure was used to work around this: a Thai company is registered in which 51% of the shares formally belong to Thai nationals, while in reality the money, the decisions and the benefit all sit with the foreigner. The Thai shareholders in that arrangement are the nominees.
The key word is in reality. Foreign participation in a Thai company is lawful and completely ordinary on its own. What is treated as a breach is the situation where the Thai shareholder never paid their own money for the shares and holds no genuine rights.
I do not set up these structures and I do not work with deals built on them. That is not a moral speech, it is a practical position: an arrangement that depends on someone else's silence is not an asset you can sell.
Why it is being discussed now
The state has moved from a formal check to a substantive one. Previously, when registering a company below a certain capital threshold, the director confirmed verbally that the shares had been paid up, and that was enough. Now the source of the Thai shareholder's money is examined: which account it came from, and where that person got it, whether salary, a sale of property or dividends.
At the same time, departments have started cross-checking each other's data: the company registry, the Land Department, the revenue department and the banks. What they look for is not a single firm but clusters. The same registered address, the same accountant, the same individual appearing as a shareholder in dozens of companies.
How this affects you as a buyer
If you are buying a condo in freehold
This is the most protected position there is. The apartment is registered in your own name, inside the building's foreign quota, and the money came in from abroad with bank confirmation. There is nothing in that structure for an inspection to question, because it is exactly what the law expressly permits.
The only two things worth confirming before the deal are that the quota on your specific unit is genuinely free, and that the funds pass through the bank with the foreign currency transfer document issued. Without that document the registration does not happen at all. Both are covered in what to check in a condominium before buying.
If you are buying through a company
Here you have to look at the structure honestly. A company created solely to hold a plot, with no activity, no capital genuinely paid by the Thai shareholders and nil filings, is precisely what is being looked for. The argument that it is for personal use and not a business is not a defence: the restriction concerns the method of acquiring land, not whether you rent the property out or live in it yourself.
If you already own such a company, the first move is not to panic-sell it but to pull the documents together. Who paid for the shares and from which account, who signs at the bank and at the Land Office, and whether there is evidence of a genuine partnership. Then take that file to a lawyer. I am an investment strategist, so at that point I hand you to the Thai lawyers I work with, and they give you a real answer rather than a reassuring one.
This is also why I do not recommend a Thai company to hold a villa. If a client wants more space than a standard apartment, I point them at penthouses and duplexes in condominiums, which register in freehold in your own name with no structure at all around them. It is the simpler product and it resells to a much wider audience.
If the developer has a problem
A case against a developer and your title are two different things. If the chanote is already registered in your name, the money came in as foreign currency and the quota was not breached, the title normally stands. The exposure is higher for buyers who are still paying in instalments and have not yet received title: there both the money and the obligation to deliver are tied up in the same entity.
Leasehold is weaker than freehold in this scenario. It is a contract with a specific company, and if that company is wound up or ordered to sell the land, the question is not whether you are evicted tomorrow but who becomes your counterparty and whether the renewal option is honoured. This is one of several reasons I check the developer the way I describe in how to check a Phuket developer.
What I do on every property
- Confirm which quota the specific unit sits in and whether free freehold is available on it
- Check who owns the land under the project and whether there are encumbrances
- Ask whether the lease agreement is registered at the Land Department, where leasehold is involved
- Check whether the developer's company appears in any current enforcement action
- Introduce the client to a lawyer before the deposit is paid, not afterwards
The short version
Buying an apartment legally as a foreigner in Thailand has not become harder. Working around the law has. If your deal is freehold inside the quota or a correctly registered lease, you are simply outside this story. If the structure is more complicated than that, it needs taking apart before your money moves, not after.
I understand why the headlines are unsettling, but the crackdown and the ordinary condo purchase barely touch each other. A correctly structured deal is unaffected by it, and that is not optimism, it is the mechanics: the law explicitly permits a foreigner to own a condominium inside the 49% quota, and an inspection has nothing to examine in a transaction that does exactly what the statute allows. Where a structure is genuinely complex, I say so plainly and bring in a lawyer before any money moves. And if I look at a deal and conclude it only works through a nominee, I will tell you that I do not do those, and we will go and find you something you can actually own.
- Projects I work with — developments where I hold direct terms from the developer
- Investment property selection — net yield calculated on specific units
Legal, visa and tax work is not mine — it belongs to partners I use constantly
I am an investment strategist: I select the property, calculate the net return, check the developer and run the transaction. Anything that needs a legal, immigration or tax qualification goes to specialists I have worked with for years.
- Thai lawyers — document and contract review, land title, registration at the Land Office, wills, powers of attorney, corporate questions
- Visa partners — choosing and filing the right route for your situation: investment-based, LTR, Thailand Privilege, retirement, DTV
- Tax specialists — reporting in your country of tax residence, treaty credit for Thai tax, declarations on foreign assets
- Company formation in Thailand — when a structure is genuinely needed and lawful
- Rental management and concierge — letting the property, transfers, yachts, events
I introduce partners personally, matched to your actual question, so that you speak to the specialist who handles it rather than to a general inbox. Message me and I will make the introduction.
Frequently asked
What is a nominee shareholder in Thailand?
Is it risky for a foreigner to buy a condo in Phuket right now?
What happens to my apartment if nominees are found at my developer?
Lyubov Fortunova
Investment strategist and founder of Fortunova Capital Group. I have lived on Phuket for more than five years and run every deal myself: I select the property, calculate the net return, check the developer and hold the process together until the keys are handed over. Lawyers, visa and tax specialists come from my own circle.
“I count net, not dreams”
Could you look at the structure of the deal I am considering and tell me whether it is clean, and bring in a lawyer if it needs one?
I answer personally, within the working day, in any time zone. No calls unless you want them. A question about the article is free and commits you to nothing.
