The end of Thailand’s “don’t ask, don’t tell” nominee era
For years, many foreign entrepreneurs treated Thailand’s Foreign Business Act as something to route around rather than respect. You set up a Thai limited company, parked 51% of the shares with friendly locals, kept real control via side agreements, and hoped nobody dug too deeply into the paperwork.
That façade is now crumbling in public. In late 2025, Thai authorities announced investigations into more than 7,000 suspected nominee companies in Koh Samui and Koh Phangan alone, heavily concentrated in villas, resorts, cafés, and tour operations — the exact sectors foreign owners once assumed were “too small” to attract serious attention.
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At the same time, the government is preparing reforms to relax foreign-ownership caps and modernize the Foreign Business Act, including proposals to lift the 49% limit in several non-strategic sectors and clarify the lists of restricted businesses. On paper, that sounds like good news. In practice, it means the old gray zone is disappearing: enforcement is rising before the new liberal rules arrive.
This piece is not legal advice. It’s a map for serious investors and founders: a clear look at the real structures that exist in law — Thai-majority companies, BOI promotion, US–Thai Treaty of Amity, representative and branch offices, and Foreign Business Licenses — and the trade-offs each one carries in 2025.
From Nominee Tricks to Enforcement State
Thai regulators have periodically warned against nominee structures for two decades. What changed in 2025 is scale and coordination. The Department of Business Development has publicly confirmed thousands of suspected nominees, while police, immigration, and tax officials are sharing data to match visa status, share registers, and actual control.
The uncomfortable truth is that what many foreign owners saw as a “necessary workaround” is now treated as a deliberate attempt to evade the Foreign Business Act. Enforcement stories from Samui and Phangan are not one-off publicity stunts; they are test cases for a new model that can be rolled out to other provinces and sectors as data-sharing systems mature.
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Authorities are signaling that the island crackdowns are a template, not an exception. The pattern is simple: identify clusters of foreign-heavy sectors (villas, boutique hotels, tour boats, cafés), match them with suspicious shareholder patterns, then use raids to extract evidence and set examples.
Interpretation: this is not about hating foreigners; it is about restoring credibility to investment rules ahead of planned liberalization.
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“Don’t wait for a letter to arrive.” That warning from one Bangkok-based legal adviser captures the new reality: proactive compliance has become cheaper and safer than reactive defense.
The real risk here is assuming that “I’m small; they won’t bother with me” still applies. The Samui raids show that authorities are perfectly willing to go after boutique resorts, cafés, and villa companies — precisely because those sectors are politically visible and easy to frame as “unfair foreign encroachment” on Thai land and livelihoods.
The Legal Playbook: Six Structures That Actually Exist
At the core, Thailand recognizes a limited menu of structures that allow foreign participation:
- Thai-majority limited company
- Foreign-majority or 100% foreign company with BOI promotion
- US–Thai Treaty of Amity company for eligible US investors
- Representative office (non-revenue, support-only)
- Branch office (limited sectors, direct foreign presence)
- Non-BOI foreign company operating under a Foreign Business License (FBL)
Each sits in a different place on three axes: control, compliance cost, and political sensitivity.
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For many readers, only two or three of these options will be viable in practice; the structure you choose is less about dreams of “100% control” and more about sector, passport, and balance sheet.
Here is how these options line up at a high level:
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Where most analyses go wrong is pretending that every foreigner should chase 100% equity on day one. In reality, a well-structured Thai-majority company — with real Thai partners, clear veto rights, and professional governance — is often safer than a rushed application for BOI or an Amity company that you do not have the scale, capital, or passport to support.
As you think through structures, it helps to read TTA’s property coverage with a similar lens. The Bangkok Holiday Homes feature shows how investors are converting old houses into Airbnb-style rentals — but also how regulation and licensing thresholds shape the economics in the background.
Crackdown Meets Reform: How the FBA Is Changing
On one track, Thailand is tightening enforcement on nominee structures. On another, it is loosening restrictions for compliant investors via proposed Foreign Business Act amendments: raising foreign equity caps in non-strategic sectors, streamlining the Foreign Business License process, and updating restricted lists to reflect a modern economy.
For investors, the message is clear: “We are closing the side doors so we can afford to open the front door wider.” That means the cost of staying in the gray zone is rising, while the relative attractiveness of BOI, FBL, and other formal routes is set to improve — especially for tech, export, and higher-value services.
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From a lifestyle and travel perspective, this shift will echo through markets that many expats still see primarily as leisure zones. As TTA’s Chiang Mai glamping feature shows, destinations are increasingly viewed as investment frontiers, not just holiday escapes — making regulatory clarity around ownership, short-term rental rules, and land use more important than ever.
Case Study: Cleaning Up a Samui Villa Company
Consider an anonymized, composite case based on recent advisory patterns. A European couple owns a five-villa resort on Samui through a Thai company where four Thai “friends” hold 51% on paper. There are side letters promising the foreigners full economic benefit, and most revenue flows through foreign-controlled bank accounts.
After the nominee raids hit nearby properties, their accountant quietly warns that this arrangement is now a liability, not an asset. They face three broad choices:
- Try to “paper over” the structure, hoping enforcement passes them by.
- Sell the business quickly, often at a steep discount.
- Restructure into one of the legitimate frameworks described earlier.
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A credible cleanup path could include:
- Converting “nominees” into genuine minority shareholders with transparent governance;
- Reclassifying the business (e.g., stepping down from quasi-hotel to compliant holiday home model with professional management, as seen in Bangkok’s short-stay evolution);
- Exploring BOI or FBL routes if the business model and scale justify it;
- Or, in some cases, an orderly sale and reinvestment into a structure aligned with future FBA rules.
This is where reading TTA’s broader business coverage helps. Our analysis of Thailand’s proposed easing of foreign business rules frames how such owners might eventually qualify for majority foreign status — but only if they first exit the nominee gray zone.
As someone who has watched regulatory cycles in multiple countries, I see Thailand’s nominee crackdown less as a hostile gesture and more as a delayed modernization. The state is belatedly admitting that you cannot both promise legal certainty to serious investors and quietly tolerate workarounds for everyone else. The “clean up then open up” sequence is messy, but it is logically consistent – Jonathan Reid
Matching Structures to Investor Types
Rather than asking “What is the best structure for foreigners?”, a more useful question is, “What is the best structure for someone like me, in this sector, with this capital profile?” Below is a simplified matching of personas to structures.
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Linking this back to immigration, your visa status is inseparable from your ownership structure. TTA’s breakdown of Thailand’s 2025 visa overhaul — shrinking 17 visa categories into 7 families — explains why long-term, business-anchored options are increasingly favored over ad hoc extensions and short-stay hacks.
The same logic applies in healthcare, another domain where TTA has compared public vs private options for expats: complex systems reward those who understand the rules rather than those who improvise under stress.
The real risk here is cherry-picking one attractive advantage (for example, “I heard Amity means 100% ownership for Americans”) without reading the fine print on sector scope, capital requirements, and the fact that the treaty does not magically solve visa or work-permit questions.
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Looking Ahead: 2026–2027 and Beyond
Over the next two years, three forces will shape the foreign-ownership landscape more than any single headline:
- How aggressively nominee enforcement expands beyond high-profile islands into inland resort towns and major cities;
- The final shape of FBA amendments, especially which sectors see meaningful cap increases and which remain tightly controlled;
- What BOI and related regulators do at the margin — for example, tweaking land privileges for promoted projects or nudging more investors into specific priority industries.
For investors who see Thailand as both a place to live and a place to deploy capital, it is increasingly essential to view policy, property, and lifestyle in one frame. A villa that doubles as a short-stay rental, a glamping site outside Chiang Mai, or a Bangkok condo aimed at digital nomads each sits at the intersection of planning rules, hotel law, and foreign-ownership limits — as explored in TTA’s property and destinations coverage.
What This Means for You
The key takeaway for our readers is simple: Thailand is closing the era of casual nominee workarounds while quietly building more credible doors for investors willing to play by the rules. If you match your structure — Thai-majority, BOI, Amity, rep office, branch, or FBL — to your real profile and sector, you can reduce legal anxiety and focus on building a business or portfolio that survives the next enforcement cycle.
For founders, investors, and long-term expats, the most practical step now is not to memorize acronyms but to audit your own position: who really owns and controls your Thai company on paper, which sector you sit in, and whether your structure is aligned with the direction of reform rather than its rear-view mirror.
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