Thailand Continues Nominee Crackdown: Impact on Foreign Shareholders

Thai Government Strengthens Measures Against Foreign Nominee Landholding

Background on Thailand’s Nominee Landholding Issues

Thai Cabinet Reviews Ombudsman’s Report on Nominee Landholding 

On 24 June 2025, the Thai Cabinet reviewed the Ombudsman’s report on nominee landholding by foreigners, directing the Ministry of Commerce to collaborate with 13 agencies and report back within 30 days. This signals a robust push to address long-standing issues in foreign land ownership.¹ 

Key Issues Identified and Immediate Responses

Loopholes and Enforcement Issues in Current Legislation 

The Ombudsman’s report highlights several critical issues surrounding nominee landholding in Thailand. Foreigners are acquiring land through Thai spouses, proxy shareholders, and nominee companies, circumventing legal restrictions. The Foreign Business Act (“FBA”) and Land Code contain outdated or ambiguous provisions, creating loopholes that enable such practices. There is also a lack of centralized enforcement across government agencies, leading to inconsistent application of the law. Persistent violations continue to occur in provinces such as Bangkok, Chiang Mai, Phuket, Trat, and Chanthaburi, underscoring the need for stronger regulatory measures. The Ombudsman’s report outlines immediate actions and long-term legal reforms to strengthen enforcement and close loopholes. 

Immediate Government Actions and Enforcement Measures 

The Thai government is implementing immediate actions to address the nominee landholding issues. The Department of Business Development (“DBD”) is tasked with leading the risk screening of suspicious companies to identify potential nominee structures. Additionally, the Department of Lands’ recent updates issued on 30 March 2023 will be enforced to detect instances of nominee ownership more effectively. 

To enhance detection capabilities, the government is deploying AI-powered tools to identify nominee arrangements with greater precision. A temporary inter-agency task force will be established to coordinate efforts in tackling these structures, ensuring a unified approach across various authorities. Enforcement efforts will also be strengthened, with increased involvement from the police, the Department of Special Investigation (DSI), and the Anti-Money Laundering Office (AMLO). 

Provincial-Level Enforcement Initiatives 

At the provincial level, the Ministry of Interior will form working groups to address nominee issues locally. The Ministry of Agriculture will monitor farmland use for non-agricultural purposes to prevent illegal practices in rural areas. Furthermore, “Operation Pithak Samui” will be expanded to suppress nominee landholding in key provinces, involving collaboration between the DSI, Department of Lands (DOL), DBD, AMLO, and local authorities. The Lawyers Council of Thailand has been instructed to prohibit legal professionals from assisting in nominee arrangements to curb the facilitation of such transactions. 

Proposed Amendments to the Land Code

Amendments to the Thai Land Code

The Thai government is proposing amendments to the Land Code to strengthen measures against unlawful foreign landholding. One key change is increasing fines and imprisonment for individuals found guilty of illegal landholding to deter such violations. Additionally, the amendments will prohibit any compensation for land confiscated due to nominee arrangements, ensuring that those involved in such schemes face significant financial consequences. 

Reforms Proposed to the Foreign Business Act

The Thai government is considering significant amendments to the FBA to address nominee landholding issues. A key proposal is to redefine the term “foreigner” to include individuals who control companies through Thai representatives, closing loopholes that allow indirect foreign ownership. Additionally, the amendments aim to introduce clear and precise definitions for “nominee” and “nominee transaction” to ensure consistent legal interpretation and enforcement. 

• To further tighten regulations, Thai companies with preference shares that grant control to foreigners will be classified as foreign entities, subjecting them to stricter oversight. The proposals also require companies to provide proof of paid-up capital during registration, ensuring financial transparency and legitimacy. Penalties for nominee-related violations will be increased, and rebuttable presumptions will be introduced in such cases, shifting the burden of proof onto suspected parties. 

• To strengthen enforcement, nominee use will be classified as a predicate offense under Anti-Money Laundering (“AML”) laws, enabling authorities to seize assets linked to illegal transactions. Finally, the DBD will be granted broader investigative and enforcement powers to identify and address nominee structures effectively. 

Proposed Nominee Transactions Act 

The Thai government proposes enacting a standalone Nominee Transactions Act to address nominee landholding issues comprehensively. This new legislation would establish national and provincial oversight committees to ensure consistent monitoring and enforcement nationwide. An independent authority would also investigate and retroactively annul nominee transactions, targeting past violations. The act would also clearly define criminal liability, introduce tiered penalties based on the severity of offenses, and impose punishments for obstructing investigations to deter non-compliance. 

Implications for Shareholders and Investors

Increased Scrutiny and Regulatory Risks 

These recommendations could represent the most significant overhaul of Thailand’s foreign landholding regulations in decades if implemented. Shareholders and investors in Thai companies, particularly those with foreign involvement, should prepare for increased scrutiny and potential legal risks. 

Ensure Compliance with New Regulations 

Stay informed and prepared—ensure your business is compliant with Thailand’s evolving nominee landholding regulations. Contact our legal experts today for personalized guidance.