Thai Company Ownership of Land
For foreigners looking to control land in Thailand outside the standard leasehold or condominium routes, structuring ownership through a Thai limited company is a commonly used approach. This structure allows a company — rather than a foreign individual — to hold freehold title to land, subject to specific legal requirements.
How the structure works
Thai law permits Thai-registered companies to own land freehold. A foreigner can participate in such a company as a shareholder and director, provided the company meets the ownership and control requirements set out under Thai law, primarily through the Foreign Business Act.
Under this framework, a Thai limited company used to hold land must generally have:
- At least 51% of its shares held by Thai nationals or Thai entities
- No more than 49% foreign shareholding
This means a foreign individual cannot hold majority ownership of a landholding company, though the structure of voting rights, preference shares, and company articles can affect how much practical control a foreign shareholder retains despite a minority stake.
Regulatory scrutiny
Land offices and regulatory authorities in Thailand actively scrutinize company structures used to acquire land, particularly where there are indications that Thai shareholders are acting as nominees — holding shares on paper without genuine investment or control — to circumvent foreign land ownership restrictions. Using Thai nominee shareholders for this purpose is illegal under Thai law, and structures found to violate these rules can result in forced divestment of the land, fines, and other legal consequences for those involved.
What a compliant structure typically requires
To operate within the law, a Thai company holding land generally needs to demonstrate that it is a genuine operating business rather than a shell created solely to hold property. This typically involves:
- Thai shareholders who have made real capital contributions proportionate to their shareholding
- A legitimate business purpose beyond simply holding the land
- Proper corporate governance, including annual filings, accounting records, and compliance with Thai company law
- Clear documentation showing shareholders exercise genuine rights and bear genuine risk in proportion to their shares
Ongoing obligations
A Thai company holding land is subject to standard corporate obligations, including annual financial statement filings, corporate income tax, and the Land and Building Tax on the property itself, with rates depending on how the land is used (residential, commercial, agricultural, or vacant/unused). Companies must also maintain accurate shareholder registers and comply with any sector-specific regulations relevant to their stated business activities.
Alternatives to consider
Because of the legal complexity and compliance burden involved in a landholding company structure, many foreign buyers instead consider leasehold, superficies, usufruct, or condominium freehold ownership, depending on their goals. A company structure tends to make more sense where there is a genuine business operating on the land — such as a hotel, resort, or commercial venture — rather than purely for holding a private residence.
Working with a qualified advisor
Given the regulatory scrutiny around foreign involvement in Thai landholding companies, anyone considering this structure should work with a qualified Thai lawyer and accountant from the outset, to ensure the company is properly structured, adequately capitalized, and compliant with the Foreign Business Act and related regulations.