Thailand tightens control of illegal nominee structures in companies. What are the risks for Slovak investors?
Thailand has long been one of the most attractive destinations for foreign investment, particularly in the real estate and tourism sectors. However, foreign investors are subject to strict rules imposed by the Foreign Business Act (FBA), which restrict ownership in many key sectors.
These restrictions have led to the widespread use of so-called. „nominee“ structures, where Thai nationals formally hold a majority stake in the company on behalf of the beneficial foreign owner. Although this is a long-standing practice, Thai authorities launched an intensive nationwide crackdown in 2025 that is radically changing the situation.
Nominee structures are illegal in Thailand
It is crucial to stress: Using shareholder nominees to circumvent the FBA is illegal in Thailand and is considered a criminal offence.
The latest moves by the Thai government show that the era of tolerance is over:
Mass Revelations on Koh Samui and Koh Phangan: The Bureau of Business Development (DBD) has identified over 7000 suspects companies that probably operate as nominee companies. Most of them operate in the real estate (condominiums), hotel and restaurant sectors.
Stricter Control: DBD has revised its inspection criteria to focus on firms where foreign owners hold stakes in the range of 0.001 % to 49.99 %. This new, more targeted approach is intended to ensure that the investigation focuses on real risk indicators, not just the formal compliance with the 51 % shareholding by Thai shareholders.
Radical tightening: nominee as a money laundering offence
The most significant change with an immediate impact on foreign investors is Thailand's attitude towards nominee structures at the legislative level.
Under the Anti-Money Laundering Act (AMLA) Amendments of 2025, acting as a nominee for a foreign entity is considered predicate offence of money laundering.
What does this mean for investors?
Seizure of property: The Anti-Money Laundering Office (AMLO) has enhanced powers to freeze and confiscation of property (including land and buildings) acquired through illegal nominee structures.
Prosecution: Thai citizens and foreign investors involved in nominee agreements face criminal prosecution, imprisonment for up to 3 years, heavy financial penalties and even the dissolution of the company.
The GoT is strengthening coordination among key agencies (DBD, DSI, AMLO, BOI) to ensure a unified and consistent approach. This integrated approach signals zero tolerance for circumvention.
For a more detailed understanding of the legal implications and legislative changes from this year, we recommend reviewing the summary on the Anti-Money Laundering Amendment Act and the press releases:
When is it a problem (Illegal)?
Nominee structure is an issue and is illegal if the Thai shareholders are found to be mere „white horses“ and the following conditions are met:
Circumventing the FBA: The purpose of the structure is to circumvent the restrictions imposed by the Foreign Business Act (FBA), which prevents foreigners from majority owning or operating certain businesses.
Lack of authentic control/funding: Thai shareholders:
They did not contribute real capital (the funds came from a foreign investor).
They have no real control over the management of the company.
They do not receive profits (dividends) corresponding to their share.
They are just planted persons acting on the instructions of a foreign entity.
Deliberate camouflage: There is an intention to mask foreign control and ownership from the authorities.
Implications in 2025: If such a structure is uncovered, it is considered fraud and, most recently and most seriously, a predicate offence of money laundering.
When is it not a problem (Legally)?
In Thailand, it is perfectly legal for a foreign investor to own a stake in a Thai company. The key is to ensure authentic and transparent Thai participation and comply with legal restrictions.
The following situations are legal:
| Situation | Description |
| Sectors without restrictions | Doing business in sectors not listed in the restricted FBA lists (e.g. certain types of manufacturing or exporting). A foreign investor can own up to 100 % firms here. |
| Authentic partnership | The foreign investor has 49 % and the Thai partners have 51 % stake, while: 1. Thai partners have made real investments own funds. 2. Actively participate in the management enterprise. 3. They take profits (dividends) proportional to their share. This is a true joint venture. |
| Obtaining an FBL licence | The company obtains a special license for foreign business (Foreign Business License - FBL) from the Department of Commerce. With this license, a foreign entity can legally own a majority (or 100 %) of a firm even in otherwise restricted sectors. |
| BOI support | The company is registered with the Board of Investment (Board of Investment - BOI) and has received investment incentives that allow it to 100 % foreign ownership even in limited sectors (usually technology, export-oriented or innovative sectors). |
Specific example (Nominee):
Situation: A European investor wants to buy land and build a luxury villa on Koh Samui, which he would then rent out.
Problem: A foreign person cannot own land in Thailand. However, he can own a maximum of 49 % of the Thai company that owns the land.
Nominee structure: The investor sets up a company where 51 % shares are held by a Thai citizen (e.g. secretary, friend or lawyer) and 49 % by himself. The Thai citizen invests no real capital, has no say in the management of the company and receives only a nominal fee (or no profit).
Result: The investor actually has control of 100 %, but the legal documents show 51 % Thai ownership.
This is an illegal nominee structure and is the subject of the current intervention.
In which areas is control strongest?
The control is intensively focused on sectors that are most frequently used by foreign investors, but are also protected by the Foreign Business Act.
According to the findings of the Department of Business Development (DBD), the primary focus of inspections in 2025 is on six high-risk sectors, with the largest number of suspect firms in:
| Sector | Example of business |
| Real Estate | Land purchase/holding companies, condominium development, villa resort management and rental property. |
| Tourism | Operation of travel agencies (Tour Guide Business), mediation of rentals. |
| Hospitality | Operation of hotels, restaurants and bars, especially in major tourist destinations. |
| Construction | Thai-majority construction firms, but managed and financed by a foreigner. |
| Services | Various consulting services, e-commerce and logistics. |
Secure your investment
Given the radical changes and escalating risk, it is no longer possible to rely on „grey areas“ for Thai investments. For Slovak entrepreneurs and investors in Thailand, or those planning to enter, it is imperative to urgently review and ensure full transparency and compliance of its corporate structures with Thai law.
We recommend contacting our law firm for a legal assessment of existing corporate structures and to minimize risk in the context of Thailand's new, stricter laws.
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