The Department of Business Development has joined forces with the Land Department to prevent foreigners from using "nominees" to hold land. Starting 1 Aug 2026, warnings will be added to copies of shareholder lists, emphasizing that the department does not certify their accuracy; the true record must be checked in the shareholder register.
Mr. Poonpong Nainapakorn, Director-General of the Department of Business Development. He revealed measures to prevent and suppress foreigners holding land in Thailand through Thai proxies (nominees), stating that under the Land Code, foreigners cannot own land in Thailand. However, currently, legal entities with at least 51% Thai shareholders (to maintain Thai status) are used as a facade to hold land. Subsequently, directors and shareholders are replaced in a chain to exploit legal loopholes and hold real estate and land without proper legal purchase. Initial investigations found many entities with foreigners holding up to 49% shares (thus considered Thai) potentially acting as nominees holding large amounts of property and land. Therefore, the department collaborates closely with the Land Department to conduct strict ongoing inspections.
Additionally, from 1 Aug 2026 onward, the department will include a notice on every copy of the shareholder list issued from its records stating: “This shareholder list copy is filed by the company’s directors and accepted by the registrar. The issuance of this copy by the registrar does not certify the true accuracy of the shareholder status shown. Determining who is a shareholder must be based on the shareholder register held by the company, which is legally presumed to be correct, not on copies held by the registrar.” This is to inform all agencies and the public of the law and guide proper practices in accordance with legal requirements.
“The procedure for accepting shareholder list copies follows the Supreme Administrative Court’s ruling that the registrar’s role is only to receive and store documents as required by law, not to certify shareholder status or rights. Determining who is a shareholder must be done by inspecting the shareholder register maintained by the company. The department’s role is to receive copies submitted by the company’s directors for storage and public inspection, not to certify shareholder status or rights.”
However, although the department does not have authority to certify shareholder status, it is proactive in addressing the misuse of corporate structures to evade or violate laws by various agencies, especially when shareholder structures change after company registration, which can affect regulatory oversight. Therefore, the department will verify personal data by linking with the Department of Provincial Administration, Ministry of Interior, to prevent ghost shareholders (nonexistent persons) and will monitor and support data sharing so that authorities can promptly use information for inspections and enforcement.
“We believe that solving the nominee problem will yield concrete results through cooperation from all sectors. The department is ready to support all agencies by developing databases, linking data, and operating within legal authority to improve business transparency, build confidence in the economic system, and support effective and sustainable law enforcement in the country.”
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