Reviewed by ThaiLawOnline, a licensed Thai law firm practising in Thailand since 2006. Thai lawyer of record: Wichuda Atthamethakon, LL.M., Thai Bar Licence 3149/2556.
Last updated on September 5, 2026
A nominee (นอมินี, formally ตัวแทนอำพราง, tua thaen amphrang, also called a nominee shareholder or proxy owner) is a Thai national or Thai company that holds shares, land or other assets in its own name on behalf of a foreigner who supplies the money and exercises the real control, so as to get around Thailand’s limits on foreign ownership. The arrangement is prohibited by Section 36 of the Foreign Business Act B.E. 2542 and by the Land Code, and since 2025 it has been the target of a coordinated enforcement campaign by the Department of Business Development, the Department of Lands and the police.
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What the Foreign Business Act and Land Code say
Section 36 of the Foreign Business Act makes it an offence for a Thai national or juristic person to assist a foreigner in operating a restricted business by holding shares or acting as a nominee, and an offence for the foreigner to let them. Both face up to three years’ imprisonment, a fine of 100,000 to 1,000,000 baht, or both, plus a daily fine of 10,000 to 50,000 baht while the breach continues. The court can also order the shareholding unwound.
Land is treated separately and more harshly. Section 86 of the Land Code bars foreigners from acquiring land, and the Code punishes a Thai who acquires land as the agent of a foreigner, and the foreigner who unlawfully acquires it, with up to two years’ imprisonment and a fine of up to 20,000 baht, followed by an order to dispose of the land within 180 days to one year. If the land is not sold in time, the Director-General of the Department of Lands sells it. A company counts as foreign when 50% or more of its shares or capital is held by foreigners.
How the arrangement is detected in practice
Since 2025 the Department of Business Development has required proof that Thai shareholders in companies with foreign participation paid for their shares with their own money: bank statements for the months before subscription, evidence of the funds arriving in the company’s account and a written explanation of their source. Thai shareholders must now attend in person for amendments involving foreign participation, and cross-checks are run against the State welfare card register to catch low-income Thais recorded as majority owners. Land Offices apply the same source-of-funds questions when a Thai buyer with a foreign spouse or partner registers a purchase.
The tell-tale signs are Thai shareholders with no income who hold 51% of several property companies, a loan agreement from the foreigner to the Thai equal to the share price, blank signed share transfer forms held by the foreigner, and a foreign director as sole signatory. Courts look at substance rather than the share register: a sale of land to a company whose Thai majority is fictitious is void, and a sham loan between the foreigner and the Thai shareholder is unenforceable.
Consequences and what legitimate structures look like
For the foreigner the outcome is worse than the fine: the land is sold under compulsion, often at a loss, the company can be dissolved, the money paid to the nominee is unrecoverable because the contract is illegal, and conviction can lead to deportation and blacklisting. For the Thai, a criminal record and the risk of being left liable for the company’s debts. Official figures for 2025 and 2026 run to hundreds of prosecutions and seizures worth billions of baht, concentrated in Phuket, Koh Samui, Pattaya and Hua Hin.
A structure is not a nominee arrangement when the Thai party has genuinely invested and genuinely controls: a Thai spouse who buys land with her own funds, a Thai business partner with a real stake, or a company with real Thai capital and Thai directors. Foreigners who need control can use a registered lease, usufruct or superficies over land, a condominium within the 49% quota, a BOI-promoted company, or the Treaty of Amity for US citizens. Existing 51/49 property companies can be restructured towards those tools before the audit reaches them.
Frequently asked questions
Is using a Thai nominee to own land illegal in Thailand?
Yes. A Thai person who holds land for a foreigner and the foreigner behind the arrangement both commit offences under the Land Code, punishable by up to two years’ imprisonment and a fine of up to 20,000 baht, and the land must then be sold within 180 days to one year. Where a company is used, the Foreign Business Act adds up to three years’ imprisonment and fines of up to 1,000,000 baht.
What is the penalty for being a nominee shareholder in Thailand?
Under Section 36 of the Foreign Business Act, up to three years’ imprisonment or a fine of 100,000 to 1,000,000 baht or both, plus 10,000 to 50,000 baht for every day the breach continues. The same penalties apply to the foreigner who uses the nominee, and the court can order the shareholding to be unwound.
What is the difference between a nominee and a genuine Thai partner?
A genuine partner pays for the shares with their own money, bears the risk of losing it and takes part in decisions. A nominee is paid or lent the money by the foreigner, signs whatever is put in front of them and has no real stake. Authorities now ask for bank records to tell the two apart.
See also: Foreign Business Act, Land Code, shareholder in a Thai company, Thai nominee shareholders guide, the 2026 nominee company crackdown and restructuring a 51/49 property company.
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