A Thai Limited company structure lets a foreigner indirectly hold Thai land through a Thai-majority Co., Ltd. (minimum 51% Thai shareholders, max 49% foreign). It is heavily regulated since the 2006 Ministry of Interior crackdown on nominee structures. Setup costs 30,000 to 80,000 THB and annual accounting 60,000+ THB. Modern compliant patterns favor preference shares plus active Thai partners.
What Is a Thai Company Structure for Real Estate
A Thai company structure means using a Thai Limited Company (Bor Mor Jor or "Co., Ltd.") as the registered owner of land or property in Thailand. Because foreigners cannot personally own land in Thailand, some buyers historically formed a Thai company in which they hold the maximum 49% foreign shareholding and Thai shareholders hold the minimum 51%, then have the company buy and hold the land. The foreigner controls the company as a director and minority shareholder, and indirectly enjoys the use of the property.
This structure was once routine for foreign villa buyers in Phuket. However, after the Thai Ministry of Interior crackdown of 2006 and subsequent enforcement, "nominee" structures (where the 51% Thai shareholders are passive paid-for paper holders with no real economic participation) are explicitly illegal. The Land Office now interrogates the source of funds, capital paid by each shareholder, and the legitimacy of Thai shareholders before registering land transfers to companies with foreign directors. Modern compliant company structures require genuine Thai partners with real capital, preference share arrangements, or a clear non-residential business purpose. For most foreign individual buyers, leasehold or condo freehold is now the safer path.
How It Works for Foreigners
To use a Thai company structure to buy land or a villa: (1) Incorporation. Register a Thai Limited Company at the Department of Business Development (DBD) with minimum 3 shareholders (since 2023, reduced from prior requirement). Capital is typically 1,000,000 to 2,000,000 THB authorised. Shareholding split is 51% Thai, 49% foreign. (2) Capital paid up. Each Thai shareholder must demonstrably pay in their share of the capital from their own resources. The Land Office may request bank statements proving this. (3) Land purchase. The company, once registered and active, signs the SPA and attends the Land Office transfer like any Thai entity. (4) Ongoing compliance. The company must file annual accounts with the DBD, submit audited financial statements, file corporate income tax returns, hold annual general meetings, and maintain shareholder records.
To make this structure genuinely defensible against nominee allegations, the modern compliant patterns are: preference shares giving the foreign minority shareholder enhanced voting or dividend rights at general meetings (legal as long as the Thai majority retains the 51% economic stake); genuine Thai business partner with real capital and active role; Thai Elite or LTR visa plus leasehold combination, where the foreigner gets a 5- to 20-year residence visa and takes a 30-year registered leasehold on the property instead of holding through a company at all. This last option has become the leading risk-controlled choice for foreign villa buyers in Phuket since 2023. For structural comparison see our freehold vs leasehold guide.
Costs and Taxes
Up-front company setup in Thailand for a basic Co., Ltd. with foreign shareholders costs 30,000 to 80,000 THB depending on lawyer and complexity. This covers DBD registration, drafting of memorandum and articles of association, share certificate issuance, corporate seal, VAT registration if needed, and initial tax ID. Lawyers charge an additional 20,000 to 50,000 THB if drafting bespoke preference share structures or shareholder agreements.
Ongoing annual costs are non-trivial: Accounting and auditing 60,000 to 120,000 THB per year (audit is mandatory for all Thai Limited Companies regardless of activity); annual DBD filing fees around 2,000 to 5,000 THB; corporate income tax 20% on net profits (often near zero for a passive holding company, but the return must still be filed); withholding taxes on payments. On the property itself the company pays the same Land Office transfer fees as any owner: 2% Transfer Fee, 1% Withholding, 0.5% Stamp Duty or 3.3% SBT. Annual land and building tax (since 2020) applies at 0.30% to 0.70% of appraised value for non-residential use; residential rate of 0.02% to 0.10% only applies if the company can demonstrate genuine residential occupation, which is harder for holding companies.
Common Pitfalls and Red Flags
The single biggest pitfall is the nominee structure: paying Thai individuals a fee to sit as 51% shareholders with no real capital. The 2006 Ministry of Interior order made this explicitly illegal, and the Land Office can refuse registration, void transactions, and refer cases for criminal investigation under the Land Code Section 96. Penalties include forced sale of the land within one year and substantial fines. Buyers who used nominee structures in the early 2000s are now finding that the structure is unwound at the next transfer attempt, and the foreign buyer loses control.
Other red flags: a "package deal" agent offers a turn-key Thai company with "trusted Thai shareholders" included; the Thai shareholders cannot show source of their capital; the company has no commercial activity, employees, or office (purely passive land holding); the company is used only to occupy a residential villa with no rental income or business purpose declared; annual filings are skipped or done late, triggering DBD red flags; the foreigner is listed as sole director with full bank signing authority (an indicator of nominee setup). For broader context see condo vs villa in Phuket on alternative ownership routes.
FAQ
Can a Thai company own land in Thailand if a foreigner is a shareholder?
Yes, provided Thai shareholders hold at least 51% and are genuine investors with their own capital, not paid nominees. Nominee structures are explicitly illegal under the 2006 Ministry of Interior order and Land Code Section 96, with penalties including forced sale and criminal liability.
What is the minimum capital for a Thai company holding real estate?
There is no statutory minimum for Thai company capital itself, but practical and Land Office expectations are 1,000,000 to 2,000,000 THB authorised capital, with at least 25% paid up. Each Thai shareholder should demonstrably contribute their portion of the capital from their own funds, evidenced by bank records.
What are preference shares and how do they help?
Preference shares are a class of shares with enhanced voting or dividend rights. Issuing preference shares to the foreign minority lets the foreign shareholder control general meeting decisions while the Thai majority retains 51% economic ownership. Structured correctly with a Thai law specialist, this is legal and offers control without nominee risk.
How much does a Thai company cost annually?
Annual accounting, audit, and DBD filing typically costs 60,000 to 120,000 THB. All Thai Limited Companies must file audited accounts regardless of activity. Add corporate income tax 20% on any net profit, withholding taxes on payments, and land and building tax at 0.30% to 0.70% for non-residential use.
Is a Thai Elite visa plus leasehold a better alternative?
For most foreign individual buyers seeking a private villa for personal use, yes. Thai Elite or LTR visa plus a 30-year registered leasehold avoids the legal exposure of company nominee allegations, has lower ongoing costs (no annual audit), and gives a clean exit by lease assignment. Company structures remain appropriate for genuine investment ventures with real business activity.
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By Anna Baranova, Director, InDreams Phuket | Last updated: May 24, 2026
