Formichella & Sritawat - Thailand Nominee Landholding: New Land Department Guidance Brings Local Investigations and Property Use Into Focus

Thailand’s enforcement of restrictions on foreign land ownership and nominee arrangements has become increasingly active during 2025 through 2026. The latest development, from yesterday, is a new Ministry of Interior circular dated 25 August 2026 concerning cases where there are grounds for suspicion that land is being held on behalf of foreigners.
 

The circular, issued by the Land Department, reference no. มท 0515.2/ว 19097, which provides a clearer operational framework for investigating suspected nominee landholding and places particular emphasis on cooperation at the provincial, district and local levels. It also contemplates investigation of matters extending beyond the registered ownership of the land, including the source of funds, the business being conducted and the whether a foreigner is occupying or residing at the address. 
 

For landowners and investors using Thai companies to hold property, this represents an important development. The question in a nominee investigation is increasingly not simply who appears on the title deed or in the company’s shareholder register, but whether the overall circumstances demonstrate that the Thai owner is genuinely exercising the rights and responsibilities of ownership.
 

The 25 August 2026 Circular

The Land Department formally listed the 25 August circular among its 2026 land-registration circulars. Measures put in place earlier this year placed substantial emphasis on identifying potentially problematic corporate structures and examining information held by government agencies. The August circular addresses the situation in which there are grounds for suspicion concerning a particular case of land being held on behalf of a foreigner.
 

It instructs provincial authorities, districts, local administrative organisations and local administrative officials to cooperate in observing, identifying and reporting circumstances that may indicate nominee landholding.
 

This should not be interpreted as meaning that local officials have suddenly acquired an entirely new statutory power to investigate every foreign-owned property. Provincial and inter-agency involvement in nominee enforcement already existed. Government policy had previously called for active measures at provincial level and for coordination between the relevant authorities.
The importance of this circular is instead that it gives this local involvement a more defined place within the process of investigating suspected landholding on behalf of foreigners.
 

From the Land Register to the Property Itself

The most notable feature of the new guidance is the breadth of the factual investigation contemplated where suspicion exists.
A nominee investigation can involve examination of:

• the identity and circumstances of the registered owner;
• the source of the funds used to acquire the land;
• the business being conducted;
• the foreigner’s residence or occupation of the property;
• the relationship between the Thai owner and the foreigner;
• documentary evidence supporting the transaction; and
• information held by other government agencies.

A land title register establishes who is registered as the owner. A corporate shareholder register establishes who is recorded as holding shares. Neither document necessarily establishes who provided the money, who exercises effective control, who receives the economic benefit of the property or who actually occupies and uses it.
 

The August circular therefore reflects an increasingly substantive approach to nominee investigations.  For example, where a Thai company owns land and a foreigner is living at the property, that fact does not by itself establish unlawful nominee ownership. There are many lawful circumstances in which a foreigner may reside in property owned by a Thai company or Thai individual, such as with a lease or as a rental property.
 

The relevant questions may now include who acquired the property, who funded the acquisition, what relationship exists between the parties, who controls the property and whether the registered owner has a genuine economic and proprietary interest in the land.  
 

Why the Foreigner’s Residence and Use of the Property Matters

The reference to the foreigner’s residence or occupation of the property is particularly noteworthy, and it is the first occasion where the mere presence of a foreigner is sufficient to trigger a “suspicion”.  Thailand’s nominee restrictions are directed at arrangements in which a Thai person or entity holds land on behalf of a foreigner. The underlying issue is therefore not simply nationality. It is the relationship between the registered ownership and the actual beneficial or controlling interest in the property.
Evidence concerning occupation and use can potentially form part of that assessment.
For example, an investigation may consider whether:

• the foreigner has exclusive possession of the property;
• the Thai owner actually uses or controls the property;
• the foreigner paid for the acquisition or improvements;
• the foreigner receives the economic benefit from the property;
• the property is being operated as part of a foreign-controlled business; or
• the surrounding circumstances are consistent with the Thai owner being the genuine owner rather than a nominee.

While foreign residence at a property is not itself evidence of nominee ownership, as a foreigner may lawfully rent, occupy or otherwise use property owned by another person or a Thai company. However that actual occupation and use can now form part of the factual picture that officials are instructed to investigate where there are already grounds for suspicion. this makes the investigation considerably more practical and potentially more intrusive than a review limited to corporate documentation.

The Distinction Between Nominee Landholding and a General Nominee Company
This distinction matters because a nominee arrangement under the Foreign Business Act and nominee landholding are separate legal issues, even though they may arise from the same underlying structure. The 25 August circular is concerned specifically with land held on behalf of a foreigner; it does not create a general investigation procedure for every Thai company with foreign shareholders.
However, where a company owns land, a formally compliant corporate structure will not necessarily end the inquiry. If there are grounds for suspicion, the authorities may look beyond the shareholder register and examine the funding, control, business activities and actual use of the property.
The result is an enforcement process that increasingly combines documentary information with factual investigation.

What Happens If the Government Determines that there is Nominee Landholding?

This circular has not changed anything for enforcement. The circular is an investigative and administrative measure. The statutory disposal period arises when the relevant legal process has reached the stage at which the applicable disposal provision is engaged and an appropriate order is made.
Accordingly, the publication date of the circular should not be treated as the starting date for every existing nominee case.

What Foreign Property Owners and Thai Companies Should Consider

The latest guidance does not mean that foreign residents should assume that living in a property owned by a Thai company is unlawful.
Nor does a Thai company become a nominee merely because a foreign shareholder, director or customer has a significant relationship with the property.
The issue is whether the ownership structure reflects the genuine legal and economic position.
Companies holding land should therefore be in a position to explain, and where appropriate document:
 

• the commercial reason for the company owning the property;
• the source of acquisition funds;
• the financial contribution of the shareholders;
• the company’s actual business activities;
• the basis on which foreigners occupy or use the property;
• rental, management or other agreements relating to occupation;
• the company’s payment of expenses and liabilities;
• the exercise of ownership and management rights; and

• the relationship between the company and any foreign individual using the property.

   

These matters should not be manufactured retrospectively once an investigation begins. Proper documentation and genuine commercial substance are considerably more valuable than attempts to reconstruct an explanation after the fact.

Practical Implications

For foreign investors and Thai companies holding land, the message is relatively straightforward.  A compliant ownership structure should be capable of surviving scrutiny not merely at the level of registration documents, but also at the level of the underlying facts.  The existence of a Thai shareholder, a Thai company or a properly registered title is not necessarily the end of the analysis where there are circumstances giving rise to suspicion.  At the same time, the presence of a foreigner at a property, foreign investment in a business or foreign involvement in management does not, by itself, establish nominee ownership.
For businesses and investors with significant landholdings, particularly those involving foreign shareholders or foreign occupants, this makes it increasingly important to review the underlying structure rather than relying solely on formal registration.
In a nominee investigation, the question may ultimately be much broader than “Whose name is on the title?”
It may be “Who actually owns, controls, funds and benefits from the land?”

 

Author: Paul Crosio, FOSR Law (Formichella & Sritawat Attorneys at Law)
Website: www.fosrlaw.com
Contact: Paul@fosrlaw.com