Nominee Structures in Thailand
Are Under Serious Scrutiny
Thai authorities have identified thousands of suspected nominee companies and continue active enforcement. If your shareholding arrangement does not reflect genuine Thai ownership, your company may be at risk. Take our free self-assessment to understand your exposure — and find out what your options are.
What Is Happening Right Now
Thailand’s Department of Business Development (DBD) and associated enforcement agencies have been conducting an active and expanding crackdown on nominee shareholding structures since 2024. The enforcement is not limited to large or obvious cases — thousands of smaller companies in tourism, hospitality, and real estate have been flagged for investigation.
Recent Enforcement Actions
- The DBD has identified over 7,000 suspected nominee companies in tourism and real estate on Koh Samui and Koh Phangan alone, with active investigations underway.
- Bangkok Post reported a nationwide probe targeting up to 27,000 juristic entities for suspected nominee use.
- Thai Examiner confirmed continued raids, document inspections, and enforcement actions targeting illegal nominee arrangements in 2025–2026.
- Pattaya Mail noted that intensified enforcement is pushing investors to move away from nominee structures as regulatory risk increases significantly.
⚠ Land-Holding Structures: The Highest Risk Category
Companies holding land through Thai nominee shareholders face the most serious exposure. Using a Thai national as a nominee to hold land on behalf of a foreign beneficial owner violates the Land Code, the Foreign Business Act, and potentially the Criminal Code. Land-holding nominee structures are the enforcement authorities’ primary target. If your company holds land and the Thai shareholder(s) do not have genuine financial stakes, this requires immediate legal review.
A nominee arrangement does not require intent to deceive — structures that were commonly used in the past and never formally challenged may still constitute violations under current enforcement standards. The question is not whether the arrangement was always done this way, but whether it is compliant today.
Free Nominee Risk Self-Assessment
Two parts. Takes approximately 3 minutes. Results are calculated instantly in your browser.
These are common indicators that a company may require additional scrutiny. Answer all questions, then calculate your Part 1 result before proceeding to Part 2.
Each “No” answer highlights elements that regulators consider when assessing whether a genuine shareholder relationship exists. Answer honestly for an accurate picture of your risk.
If Your Assessment Flags a Problem
Discovering that your current structure may constitute a nominee arrangement is concerning — but it is rarely catastrophic. Thai enforcement generally focuses on willful, ongoing violations. Companies that take proactive steps to review and address compliance issues are in a far stronger position than those who wait for enforcement to arrive.
Restructure with Genuine Partners
Replace nominee Thai shareholders with genuine Thai business partners who make real financial contributions and participate actively in the business. This is the most straightforward route to a compliant Thai-majority structure.
Convert to a Compliant Foreign Structure
Depending on your sector, nationality, and investment level, you may be able to convert to a fully foreign-owned structure via Amity Treaty, a Foreign Business License, or BOI promotion — eliminating the need for Thai majority ownership entirely.
Divest or Unwind Gracefully
In some cases — particularly where the business has run its course or the investor wishes to exit — an orderly divestment or company dissolution is the cleanest path. We advise on how to unwind a structure in a way that minimises exposure.
The Honest Reality
Getting flagged by the DBD is not automatically the end of your business in Thailand. The enforcement process typically begins with a request for documents and an opportunity to explain or rectify the structure. Companies that are already working with a lawyer and have a compliance plan in place are treated very differently from those who ignore the problem. The earlier you act, the more options you have.
Get in Touch
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