You Own Thai Property Through a 51/49 Company: How to Restructure Legally (2026)

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 August 22, 2026

Why Is a 51/49 Property Company Suddenly a Problem in 2026?

Because the structure stopped being invisible. For twenty years a foreigner who wanted a house on land in Thailand was routinely sold the same package: a Thai limited company, three Thai shareholders holding 51%, the foreigner holding 49% with preference shares and a stack of undated share transfer forms in a drawer. The company bought the land. Nobody looked.

What changed is not the law. Section 36 of the Foreign Business Act has been on the books since 1999, and the Land Code provisions on aliens acquiring land are older than that. What changed is enforcement capacity and data sharing. Through 2026 the Department of Business Development has been running the share register against tax filings, and Thai shareholders in companies with foreign participation are now asked to appear in person, declare their income, and sign a form that carries criminal liability. The Department of Special Investigation and the Anti-Money Laundering Office are receiving referrals. Registrations flagged as high risk fell sharply once the in-person requirement landed, which tells you the filter is working as intended.

If you own property this way, the practical question is no longer whether the structure is legal in the abstract. It is whether your particular company can survive somebody looking at it. That is a question with a factual answer, and it is worth getting before someone else asks it.

Background on the enforcement itself is in our 2026 nominee company crackdown update and our note on the law and the court cases behind it. This page is about what to do next.

Is My Company Actually a Nominee Company?

Owning Thai property through a company is not itself unlawful. Thai companies buy land every day. The offence in section 36 is narrower and more specific: a Thai national who holds shares on behalf of a foreigner so that the foreigner can carry on a business the Act restricts, and the foreigner who consents to that arrangement.

So the question is whether your Thai shareholders are real shareholders or placeholders. Thai courts do not answer that by reading the share register. In Supreme Court Decision 2252/2560 a foreign company appeared on the register holding less than half the shares, exactly as intended, but the evidence showed that more than half the real capital in the Thai company was the foreigner’s money. The court treated the Thai company and the foreigner together as carrying on a land trading business, which foreigners may not do. The register was not the test. The money was.

The same instinct runs through the rest of the case law. In Decision 5457/2560 the parties papered a transaction as a loan agreement; the court found it was a sham concealing a sale of the business, structured to avoid restrictions under the Foreign Business Act, and treated it as what it really was. In Decision 4798/2560 the court held that a person holding shares as agent for someone else is simply not a shareholder and has no standing to sue in that capacity. That last point is worth sitting with, because it cuts against the foreigner as well: the paperwork your agent gave you to control the Thai shareholders proves the very relationship that makes the arrangement an offence.

Run your own company against this list. None of these is conclusive alone. Together they are the picture the DBD is looking for.

• The Thai shareholders paid nothing for their shares, or were paid a fee to hold them.
• You cannot say what any Thai shareholder does for a living, or you have never met them.
• The shareholders’ declared income could not plausibly have funded their subscription.
• Undated, signed share transfer forms or blank proxies are held by you or your agent.
• The foreign 49% carries voting rights out of proportion to its size, or the sole director is the foreigner.
• The company has filed dormant accounts every year since incorporation and owns nothing but the house you live in.
• A loan agreement says the Thai shareholders borrowed their subscription money from you.

A company that trades, has Thai shareholders who put in their own money and take dividends, and owns land it actually uses for that trade, is in a completely different position. If that describes you, the job is documentation, not restructuring.

What Are the Penalties, Exactly?

Two separate bodies of law bite, and people usually only worry about one of them.

Under the Foreign Business Act, section 36 covers the Thai national who holds shares on a foreigner’s behalf and the foreigner who consents. The penalty is imprisonment of up to three years, or a fine of 100,000 to 1,000,000 baht, or both. The court also orders the arrangement to stop, and if that order is ignored the fine continues at 10,000 to 50,000 baht for every day the breach lasts. Section 41 extends the same range to directors, partners and authorised representatives of a company that commits an offence under section 34, 35, 36 or 37, where they connived at it or failed to take reasonable action to prevent it. That is a real exposure for the foreigner who signs as sole director. Section 37, which is often misdescribed as the nominee provision, is something else: it is the general offence of operating a restricted business without the licence or certificate required by sections 6, 7 or 8.

Under the Land Code, the consequence is different in kind: the land goes. Where a foreigner has acquired land without authority, including through someone holding it for them, the Director-General may order it disposed of. In Decision 5778/2562 the Supreme Court confirmed the mechanics of that window: not less than 180 days and not more than one year, and nothing in the provision stops the owner selling within it. In Decision 8195/2561, where land had been acquired through agents while the buyer was a foreigner, the court ordered disposal and directed that the foreigner receive the sale proceeds in place of the land itself.

That last point is the one clients most need to hear, and it cuts both ways. You are not expropriated. What you lose is the land and the control, not the value. The relevant provisions are in the firm’s own annotated library at Land Code Chapter 8, on aliens acquiring land, and Chapter 9, on juristic persons treated as aliens.

There is one genuine piece of good news buried in the case law. In Decision 14601/2558, where a Thai defendant held title to land and a house on behalf of a foreign plaintiff, the court held that the forced disposal under the Land Code reaches the land only. A foreigner is not prohibited from owning the building. That distinction is the foundation of the superficies route below, and it is why the sensible restructures separate the house from the ground it stands on.

What Are the Legal Ways Out?

Four routes work. Which one is right depends on one thing above all: whether there is a Thai person you would genuinely trust to own the land, usually a spouse. If there is, the first route is almost always the best. If there is not, you are choosing between a lease, a real company, and selling.

Routes 1 and 3 are frequently combined: the Thai spouse takes the land, the foreigner takes a usufruct over the land and owns the house under a superficies. We compare these instruments in detail, including the fourth option of sap-ing-sith, in usufruct vs lease vs superficies, and the spouse-specific version is set out in protecting a foreign spouse with a usufruct.

One warning specific to the spousal route. When land is transferred to a Thai spouse, the Land Office will normally require both spouses to sign a declaration that the funds are the Thai spouse’s personal property. That declaration is the price of the transfer being registered, and it means the foreigner is confirming in writing that they have no claim to the land. The usufruct registered at the same visit is what gives the protection back. Do not sign the first without registering the second on the same day.

What You Must Not Do

Most of the damage we are asked to repair comes from an attempted fix, not from the original structure.

• Do not simply replace the nominees. Substituting three new Thai names for three old ones changes nothing about the offence and creates a fresh set of transfer records with recent dates on them.
• Do not create documents to explain the shareholding after the fact. A loan agreement drafted now, showing that your Thai shareholders borrowed their subscription money from you years ago, does not solve the problem. It states it. Decision 5457/2560 is precisely about a court looking past the label on a document to the transaction underneath, and the result there is worth knowing: the concealed contract was void under section 150 of the Civil and Commercial Code, and because the foreign buyer knew from the outset that Thais were holding shares in name only for him, the 19,500,000 baht he had paid was a payment made in breach of a legal prohibition and could not be recovered under section 411. He lost the business and the money.
• Do not dissolve the company and transfer the land to yourself. A foreigner cannot take the land, so the liquidation will not complete in the way you expect, and you will have volunteered the whole history to the registrar.
• Do not rely on the control documents in your drawer. The undated share transfers, the blank proxies, the share pledge: these are not your security. They are the evidence. And per Decision 4798/2560, a nominee holding for someone else has no standing as a shareholder in any event.
• Do not ignore a DBD letter or a summons to verify shareholders. Non-response converts an administrative enquiry into a referral.
• Do not sell to the first buyer who offers to “take over the company”. You would be handing a stranger the company’s history along with its land, and you remain in the record as its former director.

How Long Does Restructuring Take, and What Does It Cost?

The instrument itself is cheap. The transaction around it is where the money goes, and most of that is government fees and tax, not legal fees.

Government charges at the Land Office are the larger number in most files: transfer fee on the appraised value, plus specific business tax or stamp duty, plus withholding tax on the sale from the company. A company selling land that it has held for a short period is exposed to specific business tax, and that single line frequently decides whether route 1 or route 2 is cheaper for a given file. It has to be computed on the actual appraised value before you choose. Anyone who quotes you a restructuring price without seeing the title deed is guessing.

A Worked Example

A retired couple, one British and one Thai, bought a house on 1 rai in Hua Hin in 2011. The agent set up a Thai company: 51% across three Thai shareholders none of whom the couple had met, 49% to the husband, husband as sole director. The company has filed dormant accounts for fourteen years. In 2026 the accountant reported that one of the three Thai shareholders had died in 2019 and no transmission of shares was ever registered.

The structure could not survive scrutiny, and the dead shareholder made it worse: the share register no longer matched reality, which is the sort of discrepancy that turns a routine filing into a question.

The route chosen was route 1, because the wife was Thai and the marriage was long and stable. The company sold the land to her at appraised value, with the price funded from the couple’s joint savings and the Land Office declaration signed accordingly. On the same visit, a lifetime usufruct was registered in the husband’s name over the whole plot, and a superficies confirmed his ownership of the house. The company, now owning nothing, was put into liquidation. The husband’s practical position afterwards was better than before: he holds a registered right in his own name that binds any future owner and cannot be voted away by shareholders he has never met.

Details changed, but the shape of the file is one we see most weeks.

Common Questions

Is owning Thai property through a company illegal?

No. Thai companies own land lawfully every day. What is unlawful is a Thai national holding shares on behalf of a foreigner so that the foreigner can do something the law reserves to Thais, and the foreigner consenting to it. The line is whether the Thai shareholders are genuine investors with their own money at risk.

Can I just add more Thai shareholders to fix the ratio?

No. The ratio was never the problem. Section 4 of the Foreign Business Act looks at where at least half the capital actually came from, and Supreme Court Decision 2252/2560 applied exactly that test to a company whose register looked compliant. Adding names to a register that already misstates reality makes the record worse, not better.

Will I lose my house?

Not the house, in most cases. The Land Code forced disposal reaches the land; Decision 14601/2558 confirms that a foreigner is not prohibited from owning the building itself. And where disposal has been ordered, Decision 8195/2561 shows the foreigner receiving the proceeds of sale rather than losing the value outright. What you lose is control of the land, which is precisely what a restructure is designed to convert into a registered right you hold in your own name.

How long do I have if the Land Department orders a sale?

The Director-General sets the period. Under the Land Code it is not less than 180 days and not more than one year, as confirmed in Decision 5778/2562, and nothing prevents you selling within that window on your own terms. A sale you arrange yourself will almost always beat one arranged for you.

Can my Thai wife own the land and can I be protected?

Yes, and this is the most common answer. She owns the land; you register a usufruct, and where there is a house, a superficies. Both are registered rights recorded on the title deed, so they bind anyone who later buys or inherits the land. A usufruct can be granted for your lifetime.

Is a 30-year lease as good as a usufruct?

They protect different things. A lease gives you a fixed term of up to 30 years and can be assigned and inherited if drafted for it, which a usufruct cannot. A usufruct can run for your whole life, however long that is, and gives you the fruits of the land as well as possession. If you have a trustworthy Thai owner, a lifetime usufruct usually wins. If you do not, the lease is the safer instrument.

Are my Thai shareholders at risk too?

Yes, and they are often the ones who discover it first, because the in-person verification and the income declaration are asked of them. Section 36 penalises the Thai nominee and the consenting foreigner alike, and section 41 reaches directors and authorised representatives who connived at the offence or failed to take reasonable action to prevent it. Anyone who agreed to hold shares as a favour years ago should be told what is happening before a form arrives.

What if I want to sell instead of restructure?

Selling is a legitimate and often the cleanest answer, and it is route 5 above. The usual destination is a condominium, which a foreigner may own freehold in their own name within the building’s foreign quota. The one thing to plan early is how the money moves, because the Land Office needs evidence that a foreign buyer’s purchase funds came from abroad in the right form. Our condominium purchase service covers that.

Should I do anything before I get a letter?

Yes. Every route above is easier, cheaper and less scrutinised when you initiate it. Once there is an open file, a transfer to a spouse looks like a response to an investigation rather than ordinary estate planning, and your choice of route narrows.

Have Your Structure Reviewed

The first step is small and factual: someone reads the company file, the share history, the title deed and the accounts, and tells you which of the routes above your situation actually supports. Most files resolve into one obvious answer within an hour of reading.

Start with a consultation at 2,000 THB per hour, normally within one to two business days. Bring the company affidavit, the shareholder list, the title deed and the last two years of accounts if you have them. If a restructure follows, we quote the whole route as a fixed fee before you commit to it.

Start your case or contact us.

Email: info@thailawonline.com  |  Phone: +66 87 225 1340 (English and French), +66 87 414 9288 (Thai and English). We work by appointment, including outside Thai office hours for clients in other time zones.

This page states the law as at August 2026 and is general information, not advice on your file. Statutory references are to the Foreign Business Act B.E. 2542 and the Land Code; Supreme Court decisions are cited by their Thai case numbers and were retrieved from the firm’s Thai case law database.