Land Code
The lease and mortgage are registered 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 structured in accordance with the applicable Thai legal and regulatory frameworks. 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 Better-than-Freehold™ to meet 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
- Thai Title - TIN, a 100% Thai-owned property holding and 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 - The Option Agreement, appended to the registered mortgage, sets out the agreed contractual mechanisms at year 30. Renewal terms are based on market indices agreed at the time, so the renewal is treated as a contractual right rather than a present registered one.
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 half or more of the capital 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 registered lease and an Option Agreement, rather than owning the company that holds the land.
- Total Transparency - The legal structure matches the reality of the arrangement, structured in accordance with Thai business law.
AMLA
Anti-Money Laundering Act B.E. 2542 (1999)
Preventing financial crime · Professional standards
What the law requires
Nominee use is already an offence under the Foreign Business Act, and a proposed amendment to the Anti-Money Laundering Act would add nominee conduct as a predicate offence; it is not yet law. 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
- Designed Without Nominees - Our structure is designed to avoid nominee arrangements at every level.
- 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, whose Labuan FSA licence is in progress, 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, so that your position is documented and structured in accordance with the applicable frameworks.
DBD 2026
2026 DBD enforcement reforms
Current order effective 1 August 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 Central Registrar Order 2/2569, which replaced DBD Orders 2/2568 and 1/2569 from 1 August 2026, foreign-linked incorporations (a foreign minority shareholder or a foreign authorised director) are now subject to intense scrutiny. Thai shareholders must prove where their money came from with bank statements covering the three months before their share payment, and a written letter explaining the investment is filed, to show 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.
- Offshore Rights - Investor/buyer rights are held through a secure international trust, designed to avoid the nominee arrangements the new DBD rules target.
- Transparent & Secure - Better-than-Freehold™ is designed specifically to meet these new 2026 standards while providing registered security 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, with the aim of keeping your buyers' and investors' rights secure.
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 a 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™ is designed to avoid this risk. 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 designed to avoid nominee arrangements
Using a Thai nominee to hide international property ownership is a serious legal risk that can lead to criminal charges. Better-than-Freehold™ is designed to avoid this 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 an offshore trust with a clear, documented history. Compliance depends on genuine Thai investment, ownership, funding, governance and control, which is how TIN is built.
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 trustee holds a registered lease and mortgage for the foreign investor/buyer, with a separate Option Agreement appended to the mortgage. These rights are governed by standard Thai contract law, providing a professional and enforceable framework that is designed to avoid 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 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 help protect both you and your advisors against future legal or regulatory concerns.
BtF™ is built on public record
The lease and mortgage in the Better-than-Freehold™ structure are officially registered at the Land Office, with the Option Agreement appended to the mortgage. Because these registrations are public, 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 Better-than-Freehold™ specifically to meet these new standards, so that where other structures are being closed, our path remains open, transparent and structured in accordance with Thai law for every investor/buyer. The checks below reflect Central Registrar Order 2/2569, in force since 1 August 2026.
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 already makes hidden foreign control a criminal matter, and proposed AMLA amendments would make nominee conduct a money-laundering predicate offence. The direction is clear even before the amendments are enacted.
The written investment letter
Adding a foreign authorised director to an all-Thai board needs a written investment confirmation letter, and the registrar reviews the filing. A nominee who signs it puts their name to a statement about who funded the company, and the Foreign Business Act reaches the Thai party directly.
The bank-statement trail
At incorporation, Thai shareholders must show bank statements covering the three months before they paid for their shares, and the director who received the payments must show them arriving. Where the money trail does not support the declared investment, the registrar can refuse the filing.
Investigation by Thai authorities
Paperwork that does not match the money doesn't just mean a rejected application; it can lead to a criminal investigation, including by the Department of Special Investigation (DSI), into everyone involved in the deal.
Forced sale of the land
Enforcement is now active. In the past, people saw fines as a "cost of doing business," but the consequence is now a forced sale of the land on the Director-General's timetable (Land Code ss.94 and 96), with the proceeds paid to the foreigner, alongside court-ordered cessation of the shareholding under FBA s.36.
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
Since 1 August 2026, Central Registrar Order 2/2569 sets three documentary tests for foreign-linked companies. These are designed to identify and shut down illegal nominee arrangements. It replaced the April 2026 rules, which never required a sworn statement or an interview.
Trigger 01
Three months of bank statements
At incorporation of a company with a foreign minority shareholder or a foreign authorised director, Thai shareholders must provide bank statements covering the three months before their share payment, proving they used their own money.
Trigger 02
The written investment letter
The company also files a written letter explaining the investment, with the bank statement of the director who received the share payments, showing each shareholder's payment arriving. A mismatch can mean the registrar refuses the filing.
Trigger 03
Director changes
Adding a foreign authorised director to an all-Thai board needs a written investment confirmation letter. A company incorporated on or after 1 August 2026 that changes directors within one year must also show its registered capital was received.
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 built to pass substance audits.
- Designed Without Nominees - We have no "front" shareholders who would need to defend a cover story under investigation.
- Total Honesty - There are no false statements to make or sign. Better-than-Freehold™ 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 so that your rights stay structured in accordance with the applicable Thai legal and regulatory frameworks.
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, in line with current 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, so that the structure stays within the applicable frameworks.
Expert legal and tax oversight
Our model has been reviewed by leading tier-one regional and Thai counsel and a leading global tax advisory firm. 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 alignment (2025 proposals) | Yes - full beneficial ownership transparency, designed without nominee arrangements | No - nominee arrangements would become predicate offences under the proposed amendments | Yes - direct contractual relationship, no concealment |
| Investment letter exposure | None - the investor holds no shares in a Thai company | High - the letter must match who really funded the company | None, no Thai company shares held |
| Bank-statement exposure | Passes - TIN substance is genuine and continuous | Fails - nominees cannot produce matching bank statements | Not applicable |
| Director-change exposure | Passes - TIN has no foreign directors or foreign funding | High - adding a foreign director needs a written investment letter | Not applicable |
| Forced sale risk | None | High - land subject to forced sale | 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 the current AMLA framework | Standard professional liability |
Every row reflects a specific legal, contractual, or regulatory position, not a marketing claim. The investment letter, bank-statement and director-change rows reflect Central Registrar Order 2/2569, in force since 1 August 2026.
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 registered lease and mortgage and a set of professionally drafted 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.
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