Land Code
We ensure all leases and rights are properly filed at the Land Office, making them legally binding and secure.
Compliance · Reference
How Better-than-Freehold® aligns with Thai law
Better-than-Freehold® is built on a foundation of total transparency and strict compliance. We provide a detailed, point-by-point reference explaining how our structure aligns with Thai property law, the Foreign Business Act, and the latest 2026 legal reforms.
Navigating the legal landscape with confidence
This guide explains precisely why our transparent, documented approach succeeds where older models fail, giving professionals, investors and buyers the legal certainty and knowledge they need to move forward.
The Regulatory Framework
A structure built on the foundation of Thai law
Foreign Business Act
Our structure is built to respect the rules regarding international participation in the Thai property sector.
Anti-Money Laundering Act
We address the latest 2026 standards, providing a transparent alternative to nominee arrangements that protects buyers, investors and their advisors.
DBD enforcement
We prepare our clients for the latest government audits, including identity verification and official investment confirmations.
The regulatory framework
A structure built on the foundation of Thai law
Better-than-Freehold® is built to align perfectly with Thai regulations. Each of the four key areas of law below has specific rules that must be followed for property rights to be lawful. We have designed BtF® to meet all these standards, ensuring a transparent and enforceable path for every international buyer, investor and developer.
Land Code
Thai Land Code B.E. 2497 (1954)
Foundational property law · Land Office registration
What the law requires
Foreign buyers and investors generally cannot own land title in Thailand. Any lease longer than three years must be officially registered at the Land Office. The maximum legal term for a lease is 30 years, and "automatic" renewal promises for additional terms cannot be recorded on the property title.
How Better-than-Freehold® aligns
- Secure Ownership - TIN, a 100% Thai-owned asset management company, holds the legal title to the property.
- Official Registration - A standard 30-year lease is registered directly at the Land Office.
- Long-Term Continuity - Protection beyond 30 years is secured through a separate, legally registered Option Agreement. Renewal terms are based on fair market indices agreed upon at the time, ensuring a professional and enforceable path forward.
FBA
Foreign Business Act B.E. 2542 (1999)
Rules for international business · Government oversight
What the law requires
International entities are prohibited from certain activities in Thailand, including land trading and property development. "Foreign ownership" is defined broadly - if 50% or more of the capital, voting rights, or financial control is held by non-Thais, the company is considered foreign. Using Thai "nominees" to hide international control is strictly illegal and now carries criminal penalties.
How Better-than-Freehold® aligns
- No Hidden Control - Our structure does not give international investors control over a Thai land-holding company.
- Genuine Thai Partners - TIN is a 100% Thai-owned, funded and operated company that holds the property title.
- Rights, Not Ownership - The foreign investor/buyer holds clear legal rights, such as a lease and a renewal option, rather than owning the company that holds the land.
- Total Transparency - The legal structure matches the reality of the arrangement, ensuring full compliance with Thai business laws.
AMLA
Anti-Money Laundering Act B.E. 2542 (1999)
Preventing financial crime · Professional standards
What the law requires
Using "nominees" to hide international ownership is now considered a serious legal violation. The law requires that the real owners (the "beneficial owners") of any property must be clearly identified. Professional advisors, including lawyers and agents, are now required to verify the identity of their clients and report any suspicious activity to the authorities.
How Better-than-Freehold® aligns
- No Nominees - We do not use Thai nominees at any level of our structure.
- Total Transparency - The real owners of the property are fully documented and can be disclosed to regulators whenever required.
- International Standards - Our trustee partner, SPH Trustees, is supervised by international regulators (Labuan FSA) and follows strict global standards for financial security.
- Verified Funds - We verify the source of all investment funds and keep thorough audit trails of all identities, ensuring your investment is fully compliant and beyond reproach.
DBD 2026
2026 DBD enforcement reforms
Effective from April 2026 · Cross-agency coordination
What the law requires
The Department of Business Development (DBD) has introduced new rules to stop the use of illegal nominees. Under Order No. 1/2569, companies holding land are now subject to intense scrutiny. Thai shareholders must prove where their money came from, undergo financial audits, and may even be interviewed in person to ensure they are not acting as "fronts" for international investors.
How Better-than-Freehold® aligns
- Avoids Share-Transfer Risks - We don't use the share-transfer model that the DBD is now targeting.
- Legitimate Thai Partner - TIN is a professionally managed, Thai funded and highly capitalised company that passes substance audits.
- Regulated Offshore Rights - Investor/buyer rights are held through a secure international trust, outside the reach of the new DBD share rules.
- Transparent & Secure - BtF® is the only structure designed specifically to meet these new 2026 standards while providing superior protection for international investors.
Compliance posture
Why Better-than-Freehold® passes the test
True compliance is more than just avoiding mistakes - it's about building a commercial structure and solution that stands up to the toughest legal checks. Better-than-Freehold® has been specifically designed to pass the exact scrutiny that Thai courts and regulators apply, ensuring your buyers' and investors' property rights remain secure and fully protected.
Substance and form are aligned
Thai courts look beyond the paperwork to see if a property structure reflects reality. With Better-than-Freehold®, there is no gap between what the structure says and how it works: our Thai partners are real, our legal roles are genuine, and our clients' rights are fully documented. There are no hidden gaps or secret arrangements - what you see is exactly how the structure works, making it the most secure choice for international buyers and investors.
No hidden foreign control
The Foreign Business Act is designed to stop foreigners from using "front" companies to own land. Better-than-Freehold® avoids this risk entirely. Buyers and investors do not own or control the Thai land-holding company (TIN). Instead, they hold a secure package of contractual rights. This means they are protected by the law, rather than trying to bypass it through hidden control.
Why BtF is nominee free
Using a Thai nominee to hide international property ownership is a serious legal risk that can lead to criminal charges. Better-than-Freehold® removes this risk entirely by using a fully transparent model. We have no hidden shareholders or "front" companies. Our Thai partners are legitimate business owners, and your rights are held through a regulated trust with a clear, documented history. This ensures that yours and your advisors' rights are fully protected under Thai law.
Why BtF is fully transparent
Better-than-Freehold® is built on a simple, legal distinction: TIN is the owner, and you hold the usage rights. Our Thai partner holds the legal title to the property, while the foreign investor/buyer holds a registered lease and a secure option to renew. These rights are governed by standard Thai contract law, providing a professional and enforceable framework that completely avoids the risks of illegal nominee or control structures.
Why we verify source of funds
We take financial security seriously. Under modern legal standards, the source of all investment funds must be clearly documented. Our regulated trustee partner, SPH Trustees, performs thorough identity and financial checks on every client before they enter the structure. By maintaining detailed records that meet legal requirements, we protect both you and your advisors from any future legal or regulatory concerns.
BtF is built on public record
Every core agreement in the Better-than-Freehold® structure is officially registered with the relevant authorities. This includes the lease, the legal security, and the share pledge. Because these documents are recorded at the Land Office and other government departments, they are fully visible to any lawyer or agency conducting legal checks. We use no "side letters" or hidden agreements - everything is on the record and ready for review.
The failure modes
Why BtF® succeeds where nominees fail
The legal landscape in Thailand has changed, and the old way of using nominee companies is no longer a safe option. Authorities now use specific legal tests to identify and shut down these hidden arrangements. We have built BtF® specifically to meet these new standards, ensuring that where other structures are being closed, our path remains open, transparent, fully compliant and legally secure for every investor/buyer.
Paperwork vs. reality
Nominee setups rely on Thai shareholders who aren't the real owners. Authorities now look past the documents to the "substance" of the deal. These structures fail government audits immediately because the reality doesn't match the paperwork.
Illegal hidden control
The Foreign Business Act and the 2025 AMLA updates have turned hidden ownership into a criminal matter. It is no longer just a regulatory issue; it is a money laundering crime.
The "Sworn Statement" risk
Any change in ownership now requires a sworn statement (Form PorOr.1) confirming the money is 100% Thai-sourced. Nominees are increasingly refusing to sign these forms because lying on them carries heavy criminal penalties.
Frozen assets
If a Thai shareholder cannot show a six-month trail of their own funds, the DBD will block the sale. This leaves the property stuck in the old names and the investor/buyer's money at risk.
Investigation by Thai authorities
Failing a government interview doesn't just mean a rejected application; it triggers an immediate investigation by the Department of Special Investigation (DSI) into everyone involved in the deal.
Forfeiture to the government
New legal reforms have introduced asset seizure as a penalty, and this is being actively enforced. In the past, people saw fines as a "cost of doing business," but now the land and/or property itself can and will be seized by the state. The downside is now the total loss of the property.
Enforcement is happening now
The 2025-2026 enforcement campaign is already in full swing
Public reports show a massive increase in investigations and property seizures, with hundreds of active cases currently being reported by the DBD and Anti-Money Laundering Office across Thailand's major real estate hubs.
The enforcement landscape
Procedural checks to expose nominee structures
As of April 2026, any share transfer in a Thai company that holds land must pass three new tests. These are designed to identify and shut down illegal nominee arrangements.
Trigger 01
The sworn statement (Form PorOr.1)
A formal affidavit confirming that all investment funds are 100% Thai-sourced and that no hidden international control exists. Lying on this form carries a penalty of up to three years in prison.
Trigger 02
The mandatory financial audit
Thai shareholders must provide six months of bank statements to prove they used their own money for the investment. Without this proof, the government will block the transfer.
Trigger 03
The in-person interview
High-risk companies (those with foreign directors and/or shareholders) must undergo an in-person interview. Shareholders must explain their wealth and the nature of the business. Failing this leads directly to a criminal investigation.
Why Better-than-Freehold® is the secure choice
- No Share Transfers - We don't use the share-transfer model that these tests are designed to catch.
- Genuine Substance - Our Thai partner, TIN, is a legitimate, highly-capitalised Thai funded business that easily passes any audit.
- No Nominees - We have no "front" shareholders who would need to defend a cover story in an interview.
- Total Honesty - There are no false statements to make or sign. BtF® is built for transparency, not concealment.
Compliance commitments
Why BtF® is built for long-term security
Every part of the Better-than-Freehold® structure operates under strict professional commitments. These rules are built into our contracts and reviewed every year to ensure your rights remain fully protected and compliant with Thai law.
Thorough identity checks
We verify the identity and source of funds for every investor/buyer before they enter the structure, using the same high standards as international banks.
No hidden layers
We provide total transparency to regulators. The real individuals who benefit from the property are always documented and traceable, satisfying the latest 2025 anti-money laundering rules.
Secure audit trails
Every step of the process, from the first check to the final registration, is documented and stored securely, providing a permanent record of your legal and financial compliance.
Annual compliance reviews
Every year, we review every client structure to ensure it stays aligned with the latest laws and regulations. If the rules change, we update the structure to keep it secure.
Professional reporting
Our partners follow international protocols for reporting any suspicious activity, ensuring the entire structure remains beyond reproach.
Expert legal and tax oversight
Our model has been reviewed by top-tier global law firms including Nishimura & Asahi and Forvis Mazars. We update these expert reviews regularly to stay ahead of new legal reforms.
Comparison
BtF® vs. the alternatives: The facts
Choosing the right property structure is about more than just convenience - it is about legal survival in a changing market. The table below provides a side-by-side comparison of how Better-than-Freehold® stands against traditional alternatives when measured against Thai law and the latest 2026 enforcement rules. Every point is based on a specific legal position, ensuring you can advise your investors with total confidence.
| Test | Better-than-Freehold® | Nominee company | Standard 30-year lease |
|---|---|---|---|
| Land Code compliance | Yes - Thai entity holds title; lease registered in standard form | Conditional - depends on shareholding being genuinely Thai | Yes - registered lease within 30-year limit |
| Foreign Business Act compliance | Yes - no foreign control of the Thai entity | No - hidden foreign control through proxies | Yes - no foreign business activity |
| AMLA 2025 alignment | Yes - full beneficial ownership transparency, no nominees | No - nominee arrangements are predicate offences | Yes - direct contractual relationship, no concealment |
| Form PorOr.1 exposure | None - no relevant share transfer occurs | High - nominees increasingly refusing to sign | None - no share transfer involved |
| Substance audit exposure | Passes - TIN substance is genuine and continuous | Fails - nominees cannot produce matching bank statements | Not applicable |
| In-person verification exposure | Passes - Thai shareholders are real principals | Fails - nominees cannot pass substance interview | Not applicable |
| Asset seizure risk under FBA reform | None | High - land subject to forfeiture | Limited - but lease may be voided if lessor's structure fails |
| Professional advisor liability | Mitigated - pre-vetted, tier-one legal review | High - gatekeeper liability under AMLA 2025 | Standard professional liability |
Every row reflects a specific legal, contractual, or regulatory position, not a marketing claim.
Legal foundations
The legal principles behind Thai property law
Better-than-Freehold® is built to align with the two most important principles of Thai property law.
Reality vs. paperwork (substance over form)
Thai courts look past the documents to see who is in control of a property. If the Thai shareholders in a company aren't the real owners or operators, the structure will fail. Better-than-Freehold® ensures that the paperwork matches reality: our Thai partner is a genuine, independent business, and the international investor/buyer holds clear, legal rights through a set of professionally drafted registered agreements and contracts.
Civil and Commercial Code, applied through Supreme Court jurisprudence and reinforced under the 2026 enforcement regime.
Respecting national policy (public interest)
In Thailand, contracts are only enforceable if they follow national policy, which includes restrictions on foreign land ownership. Better-than-Freehold® does not try to bypass these rules. Instead, we work within them by separating the right to use and benefit from the property (which international investors can legally hold) from the ownership of the land itself (which remains with our Thai partner).
Civil and Commercial Code public interest provisions.
Next step
Register to access our partner portal
Sign up today to access the full suite of compliance materials and tools you need to support your foreign clients with confidence. Inside the Better-than-Freehold® portal, you will find:
- How the Structure Works - a clear, written guide to our professional model and how it works in practice to protect your investors' interests.
- Expert Legal & Tax Summaries - plain-language summaries of the independent expert opinions that ensure our structure is fully compliant.
- The Investor's Roadmap - a step-by-step guide from the first inquiry through to Land Office registration, including timelines and requirements.
- Partner Resource Centre - a library of helpful articles, FAQs, and downloadable guides covering Thai property law and secure ownership.