Because foreigners cannot own land in Thailand, one route to holding a villa is through a Thai limited company that owns the land. A Thai company can own land outright, and a foreigner may hold up to 49% of its shares while Thai shareholders hold the majority, with control arranged through careful legal structuring. Used correctly, for a genuine business, it is a legitimate option. Used incorrectly — as a hollow shell with nominee shareholders whose only purpose is to disguise foreign land ownership — it is illegal, and the consequences can include a forced sale and penalties. This 2026 guide explains how the structure works, the risks that matter, the ongoing costs, and when a company makes sense compared with the simpler leasehold route.
How the Thai company structure works
A Thai limited company is an ordinary Thai business entity, and unlike a foreign individual it can own land in its own name. The idea, therefore, is that the company buys and owns the villa and its land, and you participate in the company.
The headline rule is share ownership. A foreigner may hold up to 49% of the company's shares, with the remaining 51% held by Thai shareholders. On its own, a minority shareholding might sound like a loss of control, which is why legitimate structures use lawful tools — such as weighted voting rights, director appointments and carefully drafted company documents — to give the foreign shareholder meaningful say over decisions affecting the property, all within what Thai law permits.
Crucially, the company owns the asset; you own a stake in the company and a role in running it. That distinction shapes everything that follows — the obligations, the costs, and the risks. It is also why this route is never a do-it-yourself exercise: the way the company is formed and documented determines whether it is sound or fragile.
The nominee trap: the line you must not cross
Here is the single most important warning in this article. A property-holding company must be a genuine, operating business — not a paper entity created solely to let a foreigner control land they could not otherwise own.
Using Thai nominee shareholders — Thai nationals who appear on paper as owners but hold the shares purely on the foreigner's behalf, with no real investment or involvement — is illegal under Thai law. It is an attempt to circumvent the Land Code's restriction on foreign land ownership, and the authorities treat it as exactly that. The potential consequences are serious: investigation, fines, and in the worst case a forced sale of the property and penalties for those involved.
This is not a grey area to be managed with a clever template. The test is substance: does the company genuinely exist and operate, with real Thai shareholders who have genuinely invested and genuinely participate? If the honest answer is no, the structure is not one to enter. A reputable Thai lawyer will tell you this plainly — and if an adviser is casual about nominees, that is a signal to walk away.
A company that holds a villa must be a real business, not a costume worn to sidestep the Land Code. If its only "activity" is owning your home, the structure is on the wrong side of the law.
The ongoing costs and obligations
A legitimate company is not a one-time setup; it is an entity you must maintain properly, year after year, for as long as it holds the property. That carries real, recurring obligations:
- Annual accounting — the company must keep proper books throughout the year.
- An annual audit — Thai companies are required to have their accounts audited and filed.
- Tax filings — corporate tax returns and related submissions must be made on time, even where the company's activity is limited.
- Corporate governance — maintaining shareholders, directors, meetings and statutory records correctly.
None of this is prohibitive, but it is ongoing work with an ongoing cost, and it does not stop while you own the villa. When you weigh a company against a lease, factor in these annual fees and the administration they involve — they are part of the true cost of ownership, not an afterthought. A company that falls behind on its filings becomes a problem precisely when you least want one: at resale or succession.
Leasehold versus a Thai company: which is safer?
For most buyers whose goal is simply a home, a registered leasehold is often the simpler and safer choice. A registered lease of up to 30 years, typically paired with freehold ownership of the building, gives you a recorded right to the land without the cost, administration and compliance burden of running a company — and without any risk of straying near the nominee problem. Our comparison of freehold versus leasehold in Phuket sets out how a lease works in practice.
A company comes into its own for a different profile of buyer: someone with a genuine business or rental operation, a portfolio of properties, or plans that go beyond a single private home. Where there is real commercial activity — a villa rental business, for example — the company has a genuine purpose beyond holding land, which is exactly what the law requires.
The decision, then, is less "which is better" and more "which fits what I am actually doing." A holiday home or retirement base usually points to leasehold. A property-based business can justify a company. Our guide to buying a villa in Phuket walks through both routes side by side, and the wider rules are covered in can foreigners own property in Thailand.
When a Thai company genuinely makes sense
A company structure can be the right answer when several of these are true:
- You are running a genuine, active business — commonly a rental or hospitality operation — of which the property is a legitimate asset.
- You are holding multiple properties or land, where a corporate vehicle has real organisational purpose.
- You have taken independent legal and accounting advice and understand, and accept, the annual compliance obligations.
- The Thai shareholders are real participants, not names on a form, and the structure would withstand scrutiny.
- You are comfortable with a longer-term, more involved commitment than a lease, in exchange for the company owning the land outright.
If, on reading that list, your situation is really just "I want a villa to live in," that is a strong sign leasehold is the better fit. Villa-rich areas such as Layan offer plenty of leasehold options that avoid the company route entirely.
Doing it properly: the legal essentials
If a company genuinely suits your plans, the way you set it up determines whether it is an asset or a liability. A few principles are non-negotiable:
- Use qualified, independent Thai lawyers — not a developer's in-house template or an online kit — to form and structure the company.
- Insist on a genuine structure with real shareholders and a real business rationale, and be honest with yourself about whether it meets that test.
- Budget for the long term, including annual audit, accounting and tax-filing costs for the life of the ownership.
- Keep the company compliant every year; lapsed filings and neglected governance create problems exactly when you least want them.
- Plan your exit and succession, since the property passes with the company shares rather than the land title; your lawyer can align this with a Thai will.
Done this way, a company is a legitimate, workable structure. Done casually, it is a standing risk. The paperwork — and the honesty behind it — is what separates the two.
Conclusion
Owning a Phuket villa through a Thai company is a legitimate route, but only when the company is a genuine, operating business, structured and maintained with qualified professionals. A foreigner may hold up to 49% of the shares, control is arranged lawfully, and the company owns the land; in return you take on annual accounting, audit and tax obligations. The one line you must never cross is the nominee shortcut, which is illegal and can cost you the property. For a straightforward private home, leasehold is usually simpler and safer; for a real property business, a company can be exactly right.
Not sure whether a company or a lease fits your plans? Get in touch for a free consultation and we will talk it through honestly, or browse our villa listings to see what is available under each structure.
