For many years, foreign investors buying villas in Thailand have commonly used Thai limited companies as part of their ownership structure.
For owners who followed this route, selling the property may once have appeared relatively straightforward: sell the villa, transfer the shares of the company to the buyer, and complete the transaction with the assistance of a lawyer and accountant.
In 2026, however, the situation is becoming considerably more complicated.
Thailand has significantly increased its scrutiny of companies suspected of using Thai nominee shareholders to circumvent restrictions on foreign ownership of land. The Department of Business Development (DBD), the Department of Lands and other authorities have intensified their attention on the underlying ownership and financing of these structures.
This does not mean that every Thai company owning a villa is illegal. A properly established and genuinely operated Thai company can still be legitimate.
The problem is that buyers, lawyers, banks and professional advisers are now much more cautious when a villa is owned through a Thai company.
For existing villa owners, this can create a major resale problem.
Why Has Selling a Thai Company-Owned Villa Become More Difficult?
The fundamental issue is not necessarily the villa itself.
It is the company structure behind the villa.
When a foreign buyer purchases a villa held by a Thai company, there are generally two possible approaches.
The buyer can acquire the property through the company, which may involve purchasing the company’s shares.
Alternatively, the existing structure may need to be reviewed or reorganised before the transaction can proceed — some owners also consider leasehold property ownership as a simpler alternative going forward.
In the past, some buyers were willing to take over an existing company without conducting extremely extensive due diligence.
Today, that approach carries considerably more perceived risk.
A buyer’s lawyer may want to understand:
- Who owns the Thai shares?
- Who paid for those shares?
- Where did the shareholders’ funds come from?
- Who actually controls the company?
- Who benefits economically from the property?
- Has the company conducted genuine business activities?
- Are the accounting and tax records up to date?
- Are there outstanding liabilities?
- Are there shareholder loans?
- Has the company previously been used primarily to hold the villa?
- Could the shareholder structure be considered a nominee arrangement?
These questions can make a transaction significantly longer and more complicated.
Thailand’s 2026 Nominee Crackdown
Thailand’s increased enforcement against nominee structures is one of the most important developments affecting foreign property owners in 2026.
The authorities are increasingly interested in the substance behind the ownership structure, rather than simply looking at the percentage of shares shown in the company documents.
In other words, having 51% Thai shareholders and 49% foreign shareholders on paper does not automatically answer the question of whether the structure is compliant.
The authorities can examine issues such as the source of funds used to purchase the Thai shares and whether Thai shareholders genuinely own and control their shares.
Newer DBD procedures introduced in 2026 have increased documentary requirements concerning Thai shareholders’ financial capacity and the origin of funds used for share subscriptions.
This is particularly important for older companies.
A company that was established many years ago may have been created under practices that were common in the market at the time. But when the owner attempts to sell the property today, the buyer’s legal advisers may apply much greater scrutiny to the structure.
The Problem for Sellers: Buyers Are Becoming More Cautious
This is where the crackdown can have a direct impact on villa owners.
Imagine a foreign owner purchased a Phuket villa ten years ago through a Thai limited company.
The company has held the villa ever since.
The owner now wants to sell.
A potential buyer may initially be interested in the villa because of its location, design, rental potential and price.
However, once the buyer’s lawyer discovers that the property is held by a Thai company, additional questions may arise.
The buyer may be advised to conduct a detailed corporate and legal due diligence process before proceeding.
If the Thai shareholders appear to have little financial capacity, if there are unexplained transfers of money, or if the ownership structure raises questions about nominee arrangements, the buyer may simply decide not to proceed.
This creates a new problem for sellers:
The villa can be perfectly attractive, but the ownership structure can discourage potential buyers.
A Smaller Pool of Potential Buyers
One of the biggest consequences of the current environment is that the number of buyers willing to purchase a Thai company-owned villa may become smaller.
Some foreign buyers may prefer to purchase a property with a simpler ownership structure.
Others may not want to inherit an existing company and its historical liabilities.
A buyer may also be concerned that the company could face questions from the authorities after the transaction.
Even when the seller believes the company is compliant, the buyer may not be willing to accept the same level of risk.
This can result in:
- Longer sales periods
- More extensive legal due diligence
- Higher professional fees
- More complicated negotiations
- Requests for corporate restructuring
- Requests for additional documentation
- Buyers requesting price reductions
- Buyers walking away from transactions
For some owners, the biggest issue may therefore not be whether they can sell the villa, but whether they can find a buyer willing to take over the existing structure.
Why Due Diligence Matters More Than Ever
In 2026, sellers should expect sophisticated buyers to investigate the company as carefully as they investigate the villa itself.
A proper due diligence process may include reviewing:
Company registration documents
The buyer’s lawyer may examine the company’s registration history, shareholders, directors and amendments.
Shareholder records
The historical ownership of the company can be important.
A buyer may want to know who the shareholders were when the villa was originally purchased and whether the ownership has changed over time.
Financial records
Accounting records, annual financial statements, tax filings and bank transactions can become particularly important.
Source of shareholder funds
This is potentially one of the most sensitive areas.
If Thai shareholders are supposed to have invested in the company, a buyer’s lawyer may want evidence that they genuinely financed their shares.
The 2026 regulatory environment places greater emphasis on demonstrating the financial reality behind Thai shareholdings.
Company liabilities
A buyer acquiring the shares of a company does not simply acquire the villa.
They may also acquire the company’s historical obligations.
This is why buyers can be reluctant to purchase an existing company without a thorough review.
The Difference Between a Legal Thai Company and a Nominee Structure
This distinction is extremely important.
Not every Thai company with 51% Thai ownership is a nominee company.
A legitimate Thai company can have genuine Thai shareholders who invested their own money and have a legitimate economic interest in the company.
A nominee arrangement is fundamentally different.
The problem arises when Thai shareholders hold shares on behalf of a foreigner or when the apparent ownership does not reflect the real economic arrangement.
Thailand’s current enforcement approach is increasingly focused on identifying these situations.
Therefore, villa owners should avoid assuming:
“My company has 51% Thai shareholders, so everything is automatically safe.”
The percentage alone does not tell the entire story.
Why Some Owners Are Waiting Before Selling
The current uncertainty is also affecting buyer confidence.
Some potential purchasers may prefer to wait until they have a clearer understanding of how enforcement will develop.
Others may simply choose alternative ownership structures.
This can create a mismatch between sellers’ expectations and buyers’ willingness to accept corporate structures.
A seller may believe their villa is worth a particular price based on comparable properties.
But if the buyer sees additional legal and corporate risk, they may value the property differently.
The result can be a negotiation where the buyer asks for a significant discount to compensate for the additional complexity.
Phuket May Be Particularly Affected
Phuket is one of Thailand’s largest foreign property markets, particularly for luxury villas and pool villas.
That makes the island especially relevant to the current discussion.
Recent enforcement activity and investigations into suspected nominee structures have included tourist and property markets, while reporting has highlighted concerns around foreign ownership of land through Thai companies.
For villa owners in Phuket, this means that corporate due diligence is becoming an increasingly important part of the resale process, alongside the usual work of managing a rental property before it is sold.
A property that was easy to sell several years ago may now require considerably more preparation.
What Should Villa Owners Do Before Putting Their Property on the Market?
If you own a villa through a Thai company and are considering selling, it may be better to review the structure before finding a buyer.
Waiting until a buyer has already signed a reservation agreement can create unnecessary pressure.
A professional review should consider:
- The company’s current shareholders and directors
- The history of the shareholding structure
- The source of funds used by Thai shareholders
- The company’s accounting and tax history
- Existing shareholder loans
- The company’s debts and liabilities
- The land title and ownership documentation
- Previous transfers or amendments
- The company’s actual business activities
- Whether the current structure remains appropriate for a sale
The objective is not necessarily to close the company or change the ownership structure.
The objective is to understand the structure before a buyer’s lawyer starts asking questions.
Selling a Villa Is Still Possible — But Preparation Is More Important
The current situation should not be interpreted as meaning that villas owned through Thai companies cannot be sold.
They can be sold.
However, the process may be more complicated than it was in the past, particularly where the company has characteristics that could raise questions about nominee shareholders.
The biggest change in 2026 is therefore not necessarily a legal prohibition on selling these villas.
It is the increased level of scrutiny and risk perception surrounding the corporate structure.
For sellers, this means preparation is becoming increasingly important.
A clean corporate history, properly documented shareholders, transparent financial records and professional legal advice can make the resale process significantly easier.
The Bottom Line for Foreign Villa Owners
If you purchased a villa in Thailand through a Thai company several years ago, now may be a good time to review your structure — even if you have never experienced any problems.
The Thai nominee crackdown is changing the environment in which these properties are bought and sold.
The question buyers are increasingly asking is no longer simply:
“Is the villa beautiful and is the price right?”
They are also asking:
“Who really owns the company, how was it funded, and is the structure compliant?”
For owners planning to sell, understanding these questions before putting the property on the market can make the difference between a smooth transaction and a sale that becomes stuck during due diligence.
In the current Thai property market, the ownership structure can be just as important as the villa itself.
This article is for general informational purposes only and does not constitute legal or financial advice. Thai company and property ownership structures can vary significantly from one case to another. Villa owners should obtain independent advice from a qualified Thai lawyer before restructuring a company or proceeding with a property sale.