Better-than-Freehold™ FAQs - Common Legal Questions

Better-than-Freehold™ is an institutional-grade legal and financial framework that allows foreign investors to securely hold, use, and profit from property in Thailand. It replaces risky "nominee" structures and weak standard leases with a Securitised Lease, a 30-year registered lease, structured in accordance with the applicable Thai legal and regulatory frameworks, supercharged with corporate security (mortgages, share pledges) held by an offshore trustee.

No. A standard lease is a simple contract that often expires upon the death of the lessee (the renter) and offers no renewal mechanism. BtF™ is a securitised lease. It includes a first-priority registered mortgage, a share pledge, and an Option Agreement setting out the agreed contractual mechanisms at year 30: a new lease, a share in a sale, or a refund of the premium. The rights are held in trust and pass to your heirs.

Because it adds protections a freehold title does not, such as succession without Thai probate and offshore assignment, though its registered term is 30 years. Unlike a Thai nominee structure, which is now exposed to Central Registrar Order 2/2569 registration checks and the Foreign Business Act s.36 nominee offence, BtF™ is structured in accordance with Thai law, allows offshore assignment of your interest, and keeps you clear of the liabilities of failing nominee companies. Tax treatment depends on your circumstances.

Yes. The structure was designed with advice and contract drafting by leading tier-one regional and Thai counsel, in accordance with the Thai Civil and Commercial Code, the Foreign Business Act and the Land Code. Their review covered specified documents and questions within its scope and date. The lease and mortgage are registered at the Land Office, with the Option Agreement appended to the mortgage.

BtF™ is designed to deliver the practical benefits buyers seek from freehold without acquiring Thai land freehold. Through the securitised lease and Option Agreement, you gain long-term use rights, a contractual mechanism for a new lease at year 30, the right to participate in any gain on a freehold sale, and rights that pass to your heirs. No freehold land ownership is provided; the structure separates legal title from your contractual and economic rights.

A Trust (specifically, SPH Trustees Ltd, an offshore trustee whose Labuan FSA licence is in progress) is used to provide an independent, robust, and legally segregated entity to hold your beneficial interest rights in the property. This offshore structure supports asset protection and straightforward succession, and allows offshore assignment of your interest.

You, as the Beneficial Owner, establish a Trust with SPH. SPH then acts as the legal Lessee on your behalf, signing the 30-Year Registered Lease and the Option Agreement with the Thai Lessor (TIN). SPH also holds all the security (first-priority registered mortgage, share pledge) against the Lessor for your benefit. You hold rights over the property as the "Master Licensee."

Yes. Each individual Trust established with SPH Trustees Ltd has its own dedicated bank account. This ensures complete segregation of your funds and assets, providing transparency and an additional layer of security and auditability.

Oversight is provided by multiple independent parties. The offshore Trustee (SPH Trustees Ltd) will be supervised by the Labuan Financial Services Authority (LFSA) once its licence, now in progress, is granted. The onshore Security Agent (CBSA), a Thai lawyer led network of Thai law firms, independently monitors and enforces the structure. Your own legal advisor also plays a crucial role in providing professional advice and overseeing asset purchase and registration.

It is a standard registered lease that has been "wrapped" in financial security. This means the Thai landlord (Lessor) grants your Trustee (SPH) a first-priority registered mortgage over the property and a Share Pledge over their company. If the landlord ever defaults on the contract, your Trustee already holds the keys to the property and the company.

This is a separate, secured contract that sets out the agreed contractual Year-30 arrangements, including negotiation of a new 30-year lease on known terms, sale to a legally qualified purchaser, or refund of the option premium. It is designed so your investment doesn't "depreciate" as the lease term gets shorter.

Yes, the Option Agreement is a contract enforceable under Thai law. It is appended to the registered first-priority mortgage, and the mortgage and a share pledge over the Lessor company sit behind it as security. Together these are designed to give you remedies if the agreed year-30 mechanisms, a new lease, a freehold sale or a refund of the premium, are not honoured.

A Superficies allows you to legally own a building structure for 30 years or life, separate from the land it sits on. It's a real right registered on the land. However, you cannot easily place a mortgage on a building you own via Superficies (unless through a trust). At the end of the term, the landowner can demand the building be removed. BtF™ offers stronger security and contractual year-30 renewal and sale mechanisms because it focuses on securing the underlying land rights and financial mechanisms, rather than just the building.

A Sap-Ing-Sith is a legal right that allows you to use land and buildings, and to buy and sell that right, for a limited 30-year term. It is not ownership, and it is strictly for a single 30-year period. Unlike BtF™, there is no contractual mechanism for renewal of the Sap-Ing-Sith, nor does it provide the same level of protection for the underlying land. At the end of the 30 years, your rights expire, and you would need to negotiate a new arrangement with the landowner, which is not guaranteed and can be costly. BtF™ is designed for long-term security, with contractual renewal mechanisms and registered security intended to protect your position beyond the initial 30-year term.

A Usufruct is a personal right to use and enjoy property, but it cannot be sold or easily mortgaged, and it typically terminates upon the death of the usufructuary. It offers limited investor control, restricted income rights, and poor long-term security. BtF™ provides significantly superior investor control, secure income rights (through index-linked leases), and robust long-term security (through contractual Year-30 mechanisms, freehold appreciation, and succession planning), making it a far more comprehensive and secure solution.

A "Collective Control" Protected Leasehold relies on foreign buyers collectively holding shares in an offshore company that, in turn, holds a minority stake (49%) in a Thai land-owning company. The aim is to control the Thai entity and secure lease renewals. However, this structure is now highly vulnerable to the Foreign Business Act s.36 nominee offence, which targets such "look-through" nominee arrangements with severe penalties, while the Land Code allows forced sale of the land. Furthermore, Supreme Court jurisprudence treats 'automatic' lease renewals as mere contractual promises, not enforceable property rights, making them precarious if the land-owning company faces legal issues. BtF™ offers superior security through an Asset-Only Model with an Option Agreement backed by a first-priority registered mortgage, and individual fiduciary protection via an offshore trust, designed for durable long-term rights. (A more detailed analysis is available on request.)

You don't have to take our word for it. The BtF™ structure has been independently reviewed by leading tier-one regional and Thai counsel and a leading global tax advisory firm. The lease and mortgage are publicly registered at the Thai Land Office, providing a transparent and verifiable framework for your rights and security.

CBSA (Clear Blue Security Agents), an independent security agent, holds enforcement and step-in rights; the trustee holds the registered security. SPH Trustees is an offshore trustee whose Labuan Financial Services Authority (LFSA) licence is in progress. No single entity can act unilaterally to transfer or encumber your property. Multiple layers of oversight and control are built into the structure to protect participants and safeguard their interests.

The structure's transparency means trust is built into the legal architecture itself, providing security through governance, registration, and independent oversight rather than reliance on any single party.

No single entity "guarantees" any legal structure; that's not how law works. What exists is better: independent validation by multiple tier-one firms. The BtF™ legal framework has been designed and drafted by leading tier-one regional and Thai counsel with a formal legal opinion, and tax-reviewed by a leading global tax advisory firm. SPH Trustees Ltd, the offshore trustee, has its Labuan FSA licence in progress. We encourage clients to commission their own independent legal opinion.

Yes, absolutely, and we encourage it. The lease and mortgage in the Better-than-Freehold™ structure are registered publicly at the Thai Land Office. Clients and their independent legal advisors can review the complete suite of BtF™ contracts, commission their own independent legal opinion, verify registrations directly, and request certified copies of documents from CBSA. The structure was designed to be fully transparent.

No company is guaranteed to last forever, which is why failure is "baked into" the BtF™ design. The structure is "de-coupled", your rights are not dependent on the survival of any single company. If one party fails, the others have the legal power and "step-in rights" to replace them or liquidate the asset to protect your capital.

Your position is designed to survive it. Because your Trustee (SPH) holds a first-priority registered mortgage and a share pledge, you are a 'secured creditor.' TIN's high-capital base is specifically designed to provide institutional stability. In the unlikely event of insolvency, the Security Agent (CBSA) can exercise 'step-in rights' to transfer the freehold asset to a new 'Safe Harbour' company, designed to keep your lease and Option Agreement in place.

The Master Security Agreement allows the Trustee and TIN to appoint a new independent agent. The system also uses THAC (Thailand Arbitration Center) as a legal backstop to ensure a replacement is appointed without lengthy court battles.

Once licensed, SPH Trustees Ltd will be supervised by the Labuan FSA. Your property is "segregated," meaning it is not part of SPH's own assets and cannot be claimed by their creditors. The Labuan Trusts Act 1996 ensures a replacement trustee is appointed to continue managing your trust.

The BtF™ structure is designed to reduce the risk of asset seizure. Seizure typically occurs from illegal nominee companies, money laundering, or tax evasion. BtF™ is designed to avoid this because it is built without nominee arrangements, follows AMLA source-of-funds standards, has had its tax treatment reviewed by a leading global tax advisory firm, and uses a registered mortgage and a share pledge to prevent other creditors from jumping ahead. CBSA can also 'Lift & Shift' assets to a 'Safe Harbour' company if they come under attack.

This scenario has been designed for from the outset. The structure uses established and accepted standard legal instruments (a registered lease and mortgage, an appended Option Agreement and a share pledge) that are standard in Thai practice, though no Thai court has yet ruled on the structure as a whole. Regulatory changes (like Central Registrar Order 2/2569 and the proposed AMLA amendments) target non-compliant nominee structures; Better-than-Freehold™ is designed to avoid nominee arrangements. The structure undergoes ongoing legal review and includes CBSA's Safe Harbour mechanism to relocate assets if threatened. Registered security is designed to prevent administrative seizure, and the political direction favours compliant investment.

BtF™ is designed to avoid nominee arrangements, which are what the crackdown targets, though any foreign-linked land structure might be screened, and screening is not a finding. DBD registration rules target illegal nominee companies: since 1 August 2026, Central Registrar Order 2/2569 keeps the three-month Thai shareholder bank statements at incorporation and adds a written letter explaining the investment and the receiving director's bank statement. By moving from an 'at risk' structure to BtF™ via a direct asset sale, you are legally exiting a non-compliant structure and moving into a framework designed to meet these requirements.

Timely payments, especially for insurance and lease annuities, are crucial. If an investor faces difficulties, they can explore options such as borrowing against the property (once financing is available, expected H1 2027) or selling their beneficial interest. Unlike traditional Thai company structures or simple leases, the BtF™ framework is designed to avoid termination or strike-off due to minor defaults, offering a more resilient and flexible solution for investors.

Not yet. Because BtF™ removes the nominee element and securitises the lease, the structure is designed to be bankable. Financing or deferred payment is being developed as a future workstream, with first loan products, targeting up to 50% loan-to-value, expected to come online in H1 2027.

You simply sell your "Beneficial Interest" in the offshore trust to a new buyer. This can happen offshore through Labuan; the transfer itself is subject to 0% Labuan tax. It avoids a Land Office transfer, but the pool of buyers is small and a sale might take time. BtF™ cannot however provide tax advice, you should still speak with a professional about your individual circumstances as the proceeds or gains from any transaction may be taxable for you.

It is high-risk. The DBD's registration rules ask who really funded a foreign-linked company: Central Registrar Order 2/2569 keeps the three-month Thai shareholder bank statements at incorporation and requires a written investment confirmation letter when a foreign authorised director joins an all-Thai board. A share sale passes the company's funding history, and its nominee exposure, to the buyer. BtF™ avoids this by acquiring the property asset directly, which is a standard commercial transaction that does not trigger these specific nominee audits.

When a beneficial interest (BI) in the offshore trust is assigned from one investor to another, the transaction occurs offshore in Labuan. As this is a sale/transfer of a non-Thai asset, it does not pass through the Thai Land Office transfer process; the transfer itself is subject to 0% Labuan tax, and individual tax treatment depends on your circumstances and tax residency. This is a key feature of how offshore trust reassignment operates under the Revenue Code.

Unlike a standard lease which may terminate, the BtF™ lease is held by a corporate Trust. When you set up your Trust, you simply name your heirs as the "Beneficial Owners" of the trust if your time has passed. The transfer is automatic, happens offshore, and avoids the Thai probate court system entirely.

The typical implementation timeline is eight to sixteen weeks, including all due diligence, KYC/AML checks, and government registrations.

BtF™ does not "sell the condo quota." The 49% foreign ownership quota under the Condominium Act is for direct freehold ownership. BtF™ operates through registered leases and trust structures, providing secure property rights without requiring freehold ownership or consuming the condo quota. BtF™ enables secure property rights where the condo quota is exhausted or for landed property where foreign freehold is unavailable.

While selling a beneficial interest offshore (BI reassignment) is not subject to Thai transfer taxes, standard Thai taxes and fees apply if a freehold sale occurs at the Thai Land Office. BtF™ provides a mechanism where certain transactions (BI reassignment) occur outside the Thai Land Office transfer process. BtF™ cannot however provide tax advice, you should still speak with a professional about your individual circumstances as the proceeds or gains from any transaction may be taxable for you.

Tax treatment depends on the investor, the transaction, the jurisdiction and current law. Offshore assignments of beneficial interest do not pass through the Thai Land Office transfer process, but your personal tax residency is a critical factor, and foreign nationals should always seek specific tax advice from qualified professionals in their country of residency to understand the implications for their individual circumstances. SPH has partners in major tax planning firms who can assist.

Traditional BVI or offshore holding structures typically hold shares in Thai nominee companies, which are now explicitly targeted by the Thai government as illegal. These structures carry extremely high legal risk, are non-compliant, and lack long-term enforceability, often leading to a forced sale of the land and criminal charges. BtF™, in contrast, is structured in accordance with the applicable Thai legal and regulatory frameworks, uses registered leases and robust security, and is designed to avoid nominee arrangements, offering superior legal protection and enforceability.

We believe there have been multiple cases where owners of offshore holding companies linked to Thai nominee structures have received inquiries from the Thai Revenue Department (TRD) and other agencies. This underscores the increasing scrutiny and risk associated with non-compliant structures, further highlighting the need for a transparent solution structured in accordance with Thai law, like BtF™.

The costs associated with BtF™ over time, are comparable to maintaining a Thai company for property ownership. Upfront setup costs typically include legal fees for due diligence, trust establishment, and registration of the securitised lease and security package. Ongoing annual costs cover trustee fees, security agent fees, and property-related expenses (e.g., insurance, property tax). Transaction-related fees, such as option premiums and resale profit shares, are structured to align with the benefits of the BtF™ model. While specific figures depend on the property value and complexity, BtF™ is designed to be a cost-effective solution that saves considerable sums in the long term by avoiding tax and legal risks associated with other structures. To see the fees for your specific property, register and open a free, no-obligation case: you receive an indicative quotation before you commit to anything.