What changed in 2025-2026
Thailand has moved from talking about nominee company misuse to actively enforcing against it. Since 1 October 2025 the Integrated Business Anti-Shell Screening system (IBAS) has been operational, and more than 21,000 companies with foreign-linked shareholding patterns have been flagged for review. This is the largest coordinated look at land-holding structures the country has ever run, and it is aimed squarely at sham arrangements - not at legitimate condo owners, leaseholders, or Thai-spouse purchases.
For honest buyers this is good news. A cleaner market means fewer distressed forced sales dragging prices down, fewer legal surprises three or five years after transfer, and more confidence in the routes that were always safe: freehold condominiums within the foreign quota, registered 30-year leaseholds, and properly documented purchases by a Thai spouse.
Why 51 percent Thai shareholding is not a safe harbor
The old shortcut was to set up a Thai limited company with Thai nationals holding 51 percent of the shares so the company could legally own land. On paper the company was Thai. In practice the Thai shareholders were often introduced by the seller or the agent, contributed no real capital, and signed side agreements giving control back to the foreign buyer. That is a nominee arrangement, and it has been unlawful for decades under the Foreign Business Act. What changed is enforcement, not the law.
Under the new screening, holding a 51 percent Thai majority does not by itself protect the structure. Investigators look at who actually paid for the shares, who signs at the bank, who receives rental income, and whether the Thai shareholders can document the source of their contribution. If the answer is that the foreign buyer funded everything, the company is treated as a nominee vehicle regardless of the share register.
Order No. 2/2568 - capital proof from 1 January 2026
Order No. 2/2568 requires Thai shareholders in land-holding companies to prove the source of their capital contribution. From 1 January 2026, new registrations and material amendments must be filed with supporting evidence: bank statements, tax returns, or an audited paper trail showing that the Thai shareholders funded their shares from their own resources. Existing structures are being reviewed in phases.
This is not a trap for honest small companies. It is a paperwork requirement that a genuine Thai shareholder can meet in an afternoon. It is only a problem where the shareholding was never real in the first place.
Land Code Section 94 - the forced sale window
When a structure is found to be a nominee arrangement, Land Code Section 94 applies. The land must be disposed of within a window set by the Director-General of the Land Department, typically between 180 days and 1 year. If the owner does not sell within that window, the land can be sold at public auction and the proceeds paid to the person on title after costs. To date, more than 850 prosecutions have been opened under the current wave of enforcement.
The point of the rule is not confiscation. It is to restore land into lawful ownership without punishing the good-faith end buyer at auction. But the person named on the nominee company loses control of timing and price, which is why the structure is not worth the short-term convenience.
The safe alternatives, in order of simplicity
Condominium freehold is the most straightforward route for a foreign buyer. As long as foreign ownership in the building stays within the 49 percent quota and the purchase funds arrive in Thailand as foreign currency with a proper Foreign Exchange Transaction Form, the unit is owned outright in the buyer's own name. See our condo foreign quota guide.
Registered leasehold is the honest route for houses and villas. A 30-year lease registered at the Land Office is a real property right enforceable against successors in title. Renewal clauses are contractual promises, which is a smaller right than freehold, but a well-drafted lease with the right protections is a solid long-term home. See our leasehold guide.
Thai-spouse ownership is legitimate when the funds are declared correctly and the source-of-funds paperwork is done at transfer. See our Thai-spouse ownership guide. For the full overview of options, start with the buying property in Thailand pillar, and browse listings on properties.
What to do if you already hold land through a company
Do not panic and do not sell in a hurry. Ask a qualified Thai lawyer - not the one who set up the structure - to review the shareholding, the source-of-funds record, and the operating history of the company. In many cases the structure can be regularised, restructured into a lease, or unwound in an orderly way well inside the Section 94 window. Doing this before the letter arrives is much cheaper than doing it afterwards.