Better-than-Freehold™ (BtF) Structure Overview
The Better-than-Freehold™ (BtF) structure is a proprietary platform developed by Venture Management Ltd (VM) to provide foreign investors with a secure, legal, and enforceable method of investing in Thai property. It is designed to comply with Thai laws, avoid nominee company risks, and ensure transparency and enforceability.
Key Features of the BtF Structure
Legal Separation of Ownership, Control, and Benefit
The BtF structure separates the legal title, beneficial interest, and control of the property. This ensures compliance with Thai laws, particularly the Land Code and the Foreign Business Act (FBA), which restrict foreign ownership and control of Thai land.
Registered Contracts
All rights (e.g., lease, option, pledge, mortgage) are registered and enforceable under Thai law. This eliminates informal or "trust me" arrangements, ensuring transparency and legal certainty.
Multi-Entity Structure
The BtF structure uses a multi-entity framework (commercial network partnerships) to ensure compliance and enforceability:
TIN
(Thai Asset Owner): Holds the legal title to the property under Thai law and is fully Thai-owned.
SPH
(Trust Company): Holds lease, option, mortgage, and pledge rights.
SVC
(Mutual Fund Operator): Provides lending secured by trust assets.
CBSA
(Security Agent): Registers and enforces contracts, ensuring compliance.
UBO
(Investor): Holds the beneficial interest in the SPH trust.
Compliance with Thai and International Laws
The BtF structure is fully compliant with Thai laws, including the Anti-Money Laundering Act (AMLA) 2025, and avoids nominee company risks. Offshore entities involved in the structure are regulated by the Labuan Financial Services Authority (LFSA), adding credibility and oversight.
Third-Party Enforcement
The Clear Blue Security Agent (CBSA) acts as an independent agent to monitor, register, and enforce contracts. This ensures that assets are protected, disputes are resolved, and investors are not exposed to nominee risks or court vulnerabilities.
Tax Efficiency
Offshore gains are only taxable if remitted to Thailand, and beneficial interest (BI) sales occur offshore, avoiding Thai transfer taxes, stamp duty, or withholding tax. This ensures tax efficiency while remaining compliant with the Revenue Code.
Advantages of the BtF Structure
Eliminates Nominee Risks
The BtF structure avoids the use of nominee companies, which are illegal under Thai law and subject to severe penalties under the AMLA 2025. Instead, it uses registered contracts and regulated trust structures to provide legal certainty.
Enforceability
The use of third-party enforcement (CBSA) ensures that contracts are executed and disputes are resolved without relying on Thai courts, providing additional security for investors.
Transparency and Audits
All contracts are registered and auditable, ensuring transparency and compliance with regulatory requirements. Regular audits and legal reviews are conducted to maintain the structure's robustness and future-proofing.
Scalability
The BtF platform is designed to support developers, advisors, and funds with a scalable and auditable investment framework, making it suitable for institutional-grade investments.
Why Choose BtF Over Traditional Methods?
❌ Traditional Nominee Structures
- •High-risk and non-compliant
- •Expose investors to asset seizure
- •Subject to legal penalties
- •Illegal under Thai law
✅ BtF Structure
- •Secure and compliant solution
- •Financeable ownership rights
- •Peace of mind and long-term security
- •Fully compliant with Thai law
The BtF structure offers a secure, compliant, and financeable solution for foreign investment in Thai property, ensuring peace of mind and long-term security.
Implementation: Step-by-Step
A clear pathway from first contact to fully registered, enforceable rights under Thai law.
Contact BtF Agent or Lawyer
Discuss goals, eligibility and timelines.
Identify Property & Finance Eligibility
Screen assets and 50% LTV options.
Due Diligence & Valuation
Title verification, legal checks and valuation.
SPH Trust Formation & AML
KYC/AML and documentation with SPH.
Trust Setup: Death & Disability Planning
Beneficiaries, instructions and protections.
Lease & Option Drafted and Secured
Registered lease, secured rolling option, mortgage and pledges.
Registration
Filed with the Land Office and DBD.
CBSA Enforcement
Step-in rights and investor protection ongoing.
Enjoy your Rights
Occupy, rent out, pass on or sell your property.
Frequently Asked Questions
Get answers to the most common questions about the BtF structure
1. What is the Better-than-Freehold™ (BtF) structure?
The Better-than-Freehold™ (BtF) structure is a proprietary platform developed by Venture Management Ltd (VM) to provide foreign investors with a secure, legal, and enforceable method of investing in Thai property. It ensures compliance with Thai laws, avoids nominee company risks, and guarantees transparency and enforceability.
2. How does the BtF structure ensure compliance with Thai laws?
The BtF structure separates ownership, control, and benefit through a multi-entity framework, ensuring compliance with Thai laws such as the Land Code and the Foreign Business Act (FBA). All rights, including lease, option, pledge, and mortgage, are registered and enforceable under Thai law, eliminating informal or illegal arrangements.
3. What are the key advantages of the BtF structure over traditional nominee structures?
- • Eliminates nominee risks: Fully compliant with Thai law, avoiding penalties under AMLA 2025
- • Transparency: All contracts are registered and auditable, with regular legal reviews
- • Enforceability: Third-party enforcement by Clear Blue Security Agent (CBSA) ensures asset protection and dispute resolution without relying on Thai courts
- • Tax efficiency: Offshore gains are only taxable if remitted to Thailand, avoiding Thai transfer taxes and other liabilities
4. Who are the key entities involved in the BtF structure, and what are their roles?
- • TIN (Thai Asset Owner): Holds the legal title to the property under Thai law
- • SPH (Trust Company): Holds lease, option, mortgage, and pledge rights
- • SVC (Mutual Fund Operator): Provides lending secured by trust assets
- • CBSA (Security Agent): Monitors, registers, and enforces contracts to ensure compliance
- • UBO (Investor): Holds the beneficial interest in the SPH trust
Ready to revolutionise your property investment journey?
Have questions? Contact us today to discover how Better-than-Freehold™ can work for you.