On 15 May 2569 B.E. (2026), the Department of Lands of the Ministry of Interior issued Urgent Circular No. มท 0515.2/ว 10722, signed by Director-General Phornphot Phenphas, instructing every provincial governor in Thailand to direct their land offices to step up enforcement against foreigners who hold Thai land indirectly through Thai nominees, whether through a natural-person front, a Thai-shareholder company, or a company whose capital structure has been engineered to keep the foreign interest below the legal threshold. The circular is part of a continuing campaign that began with Department of Lands Circular No. มท 0515.2/ว 2352 dated 30 March 2565 B.E. (2022) and was reinforced by the 3 March 2568 B.E. (2025) letter that transmitted the Office of the Ombudsman's findings on nominee land holding. The May 2026 circular is the operative instruction that land officers across the country are now applying when a sale is presented for registration.

Full English Translation of Urgent Circular มท 0515.2/ว 10722

URGENT No. มท 0515.2/ว 10722 Department of Lands Government Complex Commemorating His Majesty The King's 80th Birthday Anniversary Ratthaprasasanabhakti Building, Chaengwattana Road Thung Song Hong Sub-district, Lak Si District, Bangkok 10210 15 May 2569 (2026)
件名	Prevention of land holding on behalf of foreigners
To	Governors of all provinces
References	1. Department of Lands letter No. มท 0515.2/52551 dated 3 March 2568 (2025) 2. Department of Lands letter No. มท 0515.2/ว 2352 dated 30 March 2565 (2022)
Preamble By Reference No. 1, the Department of Lands transmitted to the provinces the determination and recommendations of the Office of the Ombudsman in the matter of foreigners holding land or immovable property through nominees or apparent agents (nominees), instructed competent officers to comply with them, and requested the provinces to direct competent officers to implement the guidance manual on the measures for the prevention of land holding on behalf of foreigners attached to Reference No. 2 strictly. The Department further directed competent officers to integrate their work with other agencies concerned in order to resolve the problem; to promote knowledge and understanding among the public so that citizens are aware of the issue and do not cooperate by acting as nominee land holders for foreigners; to report tip-offs to relevant state agencies whenever an offence is observed; and to support the operations of the Internal Security Operations Command and other agencies in the firm suppression of offenders, so that land and natural resources may be returned to the State. Because evidence has emerged that at present several groups of foreign nationals are entering the Kingdom of Thailand to settle and to operate businesses contrary to law, or to acquire immovable property by having Thai persons hold land on their behalf, or to set up companies with Thai shareholders acting as nominees for foreigners, in particular in the provinces of Phuket, Surat Thani, Mae Hong Son, Chiang Mai, Krabi, Chonburi, Rayong, and Chanthaburi, with adverse social, economic, and national-security consequences for residents of those areas, the provinces are hereby requested to direct the land offices under their responsibility to take the following action.
1. Natural persons and juristic persons with Thai shareholders Where a natural person or a juristic person whose shareholders are Thai purchases land, if the consideration is paid in cash in an amount of two million baht or more, or if the immovable property has an appraised value used for assessment of registration fees of five million baht or more, except where the transfer is an inheritance to a statutory heir, or where there is reasonable suspicion that the Thai person may be holding land on behalf of a foreigner, the competent officer shall conduct further investigation under Section 74 of the Land Code, including the source of the funds, the level of income, the financial standing, and the occupation of the purchaser.
2. Juristic persons at risk of holding land on behalf of foreigners Where any juristic person presents a risk of holding land on behalf of foreigners, the land office shall examine the matter and comply strictly with Department of Lands Circular No. มท 0515.2/ว 2352 dated 30 March 2565 (2022), as follows: 2.1 Where a juristic person has Thai partners or shareholders, the officer shall conduct further investigation under Section 74 of the Land Code, including the source of the funds, the level of income, the financial standing, and the occupation of those persons. 2.2 Where a juristic person has increased its capital or changed the proportion of shareholders such that it falls within the characteristics of a juristic person under Section 97 and Section 98 of the Land Code, with the object of holding land on behalf of foreigners. 2.3 Where a juristic person has repeatedly increased its capital or rotated the proportion of shareholders with the object of holding land on behalf of foreigners, even though it does not at the present time fall within the characteristics required by Section 97 and Section 98 of the Land Code. If it is found that any juristic person falls within paragraphs 2.2 and 2.3, the competent officer shall file a criminal complaint against the offenders, including the juristic person itself, the foreign individuals, and the shareholders, under Section 111, Section 112, and Section 113 of the Land Code, together with the offences under Section 137 and Section 267 of the Penal Code, and shall apply the coercive measure of forced disposal of the land under Section 94 of the Land Code in conjunction with Section 97.
3. Routine surveillance of mixed-capital juristic persons Every land office shall examine, on a monthly basis, every juristic person in which foreign persons hold shares or serve as directors, or where there is a suspected case of holding land on behalf of foreigners, to determine whether the juristic person has increased its capital or increased the number of foreign shareholders such that it has become a juristic person within Section 97 or Section 98 of the Land Code. The results shall be reported quarterly to the Department of Lands by the 10th of the following month (10 January / 10 April / 10 July / 10 October) via Google Forms in accordance with Urgent Department of Lands Circular No. มท 0515.2/ว 20055 dated 10 December 2566 (2023). If the examination establishes that the juristic person has indeed become a juristic person within Section 97 or Section 98 of the Land Code, the matter shall be reported to the Department immediately.
4. Cases revealed by other facts or information Where any fact or information emerges that touches on the holding of land by foreigners, criminal proceedings shall be instituted against the offenders, including the juristic person, the foreign individuals, and the shareholders, under Section 111, Section 112, and Section 113 of the Land Code, together with Section 137 and Section 267 of the Penal Code, and the coercive measure of forced disposal under Section 94 of the Land Code in conjunction with Section 97 shall be applied.
Please bring this circular to the attention of the competent officers and ensure strict compliance. Yours faithfully, (Mr. Phornphot Phenphas) Director-General, Department of Lands Bureau of Land Registration Standards Division of Determination of Rights in Land and Control of Land Registration Tel. 0 2151 5205-9 Fax. 0 2151 5290

Why Foreigners Cannot Own Thai Land Directly Under the Land Code

The starting point is Section 86 of the Land Code, B.E. 2497 (1954), which provides that a foreigner may acquire land only by virtue of the provisions of a treaty which grants the right to own immovable property, and subject to the provisions of the Code. Thailand is not at present a party to any treaty that grants reciprocal land-ownership rights to foreigners, and so the practical effect of Section 86 is that direct acquisition of land by a foreigner is not permitted. The two narrow statutory openings that the Code itself recognises are Section 96 bis, the 40-million-baht qualifying-investment exception capped at one rai for residential use and requiring Ministerial approval, and a small number of specific routes such as inheritance from a Thai spouse and acquisition under the Industrial Estate Authority Act or the Investment Promotion Act.

Because direct purchase is closed off, two indirect routes have historically been attempted. The first is the use of a Thai natural person as a nominee, with the foreigner providing the purchase money and the Thai person taking title. The second, which the May 2026 circular targets squarely, is the use of a Thai juristic person, typically a Thai limited company, with Thai nominees holding the majority of the shares but the economic interest sitting with the foreigner.

When a Juristic Person Counts as Foreign Under Section 97

Section 97 defines four categories of juristic person that are treated as foreigners for the purposes of the Land Code. The most relevant in practice is a limited company or a public limited company in which more than 49 per cent of the registered capital is held by foreigners, or in which more than half the number of shareholders are foreigners. The 49 per cent threshold is the line in the sand. On the face of the shareholder register, a company at 51 per cent Thai and 49 per cent foreign is a Thai company that may acquire land. The other three categories cover registered partnerships in which foreign-contributed capital exceeds 49 per cent or foreign partners exceed half the number, associations whose members are more than half foreigners or which operate principally for the benefit of foreigners, and foundations operating principally for the benefit of foreigners.

How Section 98 Closes the Avoidance Route for Layered Structures

Section 98 closes the obvious avoidance route of holding the land in a Thai-majority company whose Thai shareholders are themselves a foreign-majority company. The provision deems any juristic person foreign if a Section 97 foreign juristic person holds shares in it or contributes capital to it. The land office is therefore required to look through a Thai-majority operating company to identify the ultimate economic owner. Paragraphs 2.2 and 2.3 of the May 2026 circular are written directly against these two provisions: paragraph 2.2 captures the company that has crossed the Section 97 or Section 98 threshold, and paragraph 2.3 captures the more sophisticated structure in which the shareholding is engineered to remain just below the threshold while the underlying object is the same.

The Land Officer's Investigation Power Under Section 74

The power that the land officer relies on to ask the awkward questions on the source of the funds, the income, the financial standing, and the occupation referred to in paragraph 1 of the circular is Section 74 of the Land Code. The provision authorises the competent officer, in the recording of rights and juristic acts, to interrogate the parties, summon witnesses, and require the production of relevant evidence as necessary, and, if there is reason to believe that the recording would be in evasion of the law (including the case where the buyer is buying on behalf of a foreigner), to seek instructions from the Minister of Interior, whose word is final. Refusing or failing to cooperate with a Section 74 investigation is itself a criminal offence under Section 109 of the Land Code, carrying a fine of up to 2,000 baht or imprisonment of up to three months, or both.

The Forced Disposal Remedy Under Section 94

Section 94 is the operative coercive remedy. It provides that all land acquired by a foreigner in contravention of the Code shall be disposed of by the foreigner within the period specified by the Director-General of the Department of Lands, which shall be not less than 180 days and not more than one year. If the foreigner fails to dispose of the land within that period, the Director-General has the power to dispose of the land on the foreigner's behalf. The proceeds, after deduction of expenses, are returned to the foreigner. The circular's instruction to apply Section 94 in conjunction with Section 97 means that when the land office identifies a company that is in substance a foreign juristic person, the company is treated as a foreigner who acquired land in contravention of Section 86, and Section 94 disposal is triggered.

The Criminal Sanctions Under Sections 111, 112, and 113 of the Land Code

セクション	Conduct Targeted	Penalty
Section 111	Any person who violates Section 86, namely the foreigner who acquires land outside the treaty exception and the Section 96 bis investment exception.	Fine up to 20,000 baht, or imprisonment up to 2 years, or both.
Section 112	A juristic person that acquires land in violation of the Code, uses the land for a purpose other than the one permitted, breaches the Cabinet's conditions under Section 99 read with Section 87 paragraph 2, or fails to give notice that it is not using the land under Section 99 read with Section 89.	Fine up to 50,000 baht.
Section 113	Any person who acquires land in the capacity of a representative or agent of a foreigner or of a juristic person within Section 97 or Section 98. This is the operative nominee offence and it captures both the Thai natural-person nominee and the Thai-majority company whose Thai shareholders are themselves acting as nominees.	Fine up to 20,000 baht, or imprisonment up to 2 years, or both.

The fines may, at first reading, appear modest. Two observations correct that impression. First, a criminal record under Section 111 or Section 113, combined with the Penal Code exposure discussed below, can have collateral consequences for visa status, work-permit applications, residence applications, and, in the case of a Thai national, public-sector careers and professional licences. Second, the criminal sanction is not the primary deterrent. The primary deterrent is the loss of the land itself through Section 94 forced disposal at a price set under State supervision, combined with the inability of the foreigner to recover the purchase price from the Thai nominee in a Thai court because the underlying contract is void under Section 150 of the Civil and Commercial Code.

The Penal Code Exposure Under Sections 137 and 267

The criminal exposure does not stop at the Land Code. The circular instructs land officers to file a criminal complaint additionally under Sections 137 and 267 of the Penal Code, which criminalise false statements to a public officer and the procurement of a false entry in an official document. Their relevance to the nominee structure is direct: the routine declaration that a Thai purchaser makes to the land officer (that the purchase is for the purchaser's own account, that the purchase money is the purchaser's own, that the purchase is not on behalf of a foreigner) is the statement that becomes false if a nominee arrangement is in place, and the title deed entry that the officer then makes is the official document that the false statement procures.

セクション	行動	Penalty
刑法第137条	Giving false information to an official, in a matter that may cause injury to another person or to the public.	Imprisonment up to 6 months, fine up to 10,000 baht, or both.
刑法第267条	Causing an official, in the discharge of duty, to make a false entry in a public document or an official document intended to be used as evidence. The land-office transfer record qualifies as such a document.	Imprisonment up to 3 years, fine up to 60,000 baht, or both.

Where the same conduct constitutes offences under several provisions, Section 90 of the Penal Code requires the court to impose the punishment of the most serious offence, which in the standard nominee transfer is Section 267 of the Penal Code with its three-year maximum imprisonment, considerably above the two-year maximum under Section 113 of the Land Code.

What the May 2026 Circular Actually Changes on the Ground

The circular does not create new offences. The provisions it cites have all been on the books for decades. What it changes is the operational practice of the 76 provincial land offices and the rhythm at which they are required to report up to the central Department.

The circular sets two clear monetary thresholds for the front-end Section 74 investigation in paragraph 1. A natural person or a Thai-shareholder company purchasing land pays the heightened-scrutiny price when the cash consideration reaches two million baht, or when the appraised value of the property crosses five million baht. Below those thresholds, the routine documentation will normally suffice. Above them, the land officer is expected to interrogate the source of the funds, the income, the financial standing, and the occupation of the Thai purchaser, and to refuse to register the transfer if the answers do not stack up.

Every land office must also undertake a monthly review of every juristic person on its books that has any foreign shareholder or any foreign director, looking for capital increases and changes in the proportion of foreign shareholders. The results are reported to the Department of Lands quarterly, by the 10th of January, April, July, and October. Where the monthly review reveals that the juristic person has crossed the Section 97 or Section 98 line, the reporting obligation is immediate.

The circular names the eight provinces of greatest concern: Phuket, Surat Thani (Koh Samui, Koh Phangan, Koh Tao), Mae Hong Son, Chiang Mai, Krabi, Chonburi (Pattaya), Rayong, and Chanthaburi. These are the tourism, second-home, and high-value agricultural areas that have absorbed the bulk of foreign capital, and the central Department expects the land offices in those provinces to be the most active in identifying nominee structures and referring them for criminal prosecution and forced disposal.

How the Section 94 Disposal Process Works in Practice

Where the land office concludes that a structure crosses the Section 97 or Section 98 line, the disposal process is initiated by a written order from the Director-General of the Department of Lands specifying the period within which the foreigner (or, by extension under Section 97, the foreign juristic person) must dispose of the land. The period is not less than 180 days and not more than one year. The disposal must be to a Thai person, to a Thai juristic person that is not foreign under Section 97 or Section 98, or to a foreigner who falls within one of the statutory exceptions.

If the foreigner does not dispose of the land within the period set, the Director-General may dispose of the land, normally by public auction. The proceeds, after deduction of expenses, taxes, and any fines, are paid to the foreigner. The sale price obtained by the Department in a forced disposal is, in our experience, materially below the market price that the foreigner could have obtained in a voluntary sale, because the disposal is conducted under time pressure and the market is aware that the seller is constrained. The foreigner has no practical right to direct the sale process, to set a reserve price, or to refuse a particular buyer.

よくある質問

Does the May 2026 circular create new offences against foreigners or Thai nominees?

No. The offences listed in the circular (Sections 111, 112, and 113 of the Land Code and Sections 137 and 267 of the Penal Code) have all been on the books for decades. The circular tightens the operational diligence and reporting cadence, not the substantive law. The substantive framework remains the Land Code, B.E. 2497, as amended through the Land Code Amendment Act No. 12, B.E. 2551, and the Penal Code, B.E. 2499.

I hold land through a Thai company in which I own 49 per cent of the shares and Thai shareholders own 51 per cent. Is this structure legal?

It depends on whether the Thai shareholders are in substance holding their shares for you. If they contributed their own funds, exercise genuine voting and governance rights, receive their own share of dividends, and bear their own economic risk, the structure may pass review. If the Thai shareholders hold the shares on behalf of the foreigner under any arrangement, including a side letter, a power of attorney, a beneficial-ownership declaration, or a back-to-back loan that effectively funds the share purchase from the foreigner, the structure is exposed to Section 113 of the Land Code and the company is exposed to forced disposal under Section 94 in conjunction with Section 97. Dika 6412/2560 makes substance, not form, decisive, and paragraph 2.3 of the May 2026 circular captures this engineered structure precisely.

What is the maximum penalty I face as the foreign individual behind a nominee structure?

The principal Land Code offence for the foreigner is Section 111, with a maximum of two years' imprisonment, a fine of 20,000 baht, or both. The Thai nominee is exposed under Section 113 with the same maximum. On the Penal Code side, Section 137 carries up to six months' imprisonment and 10,000 baht, and Section 267 carries up to three years' imprisonment and 60,000 baht. Where the same conduct constitutes several offences, Section 90 of the Penal Code requires the court to impose the punishment of the most serious offence, which in the standard nominee transfer is Section 267. In addition, the land itself is subject to forced disposal under Section 94 of the Land Code.

If my company is found to be a foreign juristic person, can I keep the land?

No. Under Section 94 of the Land Code as interpreted in Dika 1038/2538 and Dika 2744/2562, the company must dispose of the land within the period the Director-General of the Department of Lands prescribes, which is not less than 180 days and not more than one year. If the company does not dispose of the land within that period, the Director-General may dispose of the land on its behalf, generally by public auction. The company receives the net proceeds after expenses, but does not control the price or the buyer.

Can I recover my money from a Thai nominee who refuses to cooperate in selling the land?

The civil position is difficult. Because the underlying contract between the foreigner and the Thai nominee is a juristic act with an unlawful object under Section 150 of the Civil and Commercial Code in the line from Dika 344/2511 to Dika 1038/2538, the contract is void from the outset. A Thai court will normally decline to enforce a void contract, and the in pari delicto principle in Thai private law generally bars recovery between two parties to an unlawful transaction. Limited routes exist through unjust enrichment under Section 406 of the Civil and Commercial Code, but they are factually constrained and the result is uncertain. The point is to design the structure compliantly at the outset rather than to litigate the recovery afterwards.

What are the eight provinces named in the circular and why?

The provinces named are Phuket, Surat Thani, Mae Hong Son, Chiang Mai, Krabi, Chonburi, Rayong, and Chanthaburi. These are the provinces that have absorbed the largest concentration of foreign-funded land holdings through Thai-majority companies and Thai natural-person nominees. Phuket, Surat Thani (Koh Samui, Koh Phangan, Koh Tao), Krabi, and Chonburi (Pattaya) are the principal tourism and second-home destinations. Chiang Mai and Mae Hong Son in the north have growing foreign-resident communities and agricultural land acquisitions. Rayong and Chanthaburi in the east cover industrial and agricultural land, including the durian-orchard purchases that have featured in recent investigations.

If I am buying a condominium rather than land, does the circular affect me?

The circular is principally addressed to land transactions and is not, by its terms, directed at condominium purchases by individual foreigners within the 49 per cent foreign-ownership quota under the Condominium Act, B.E. 2522. Foreign condominium ownership remains a separate statutory regime, available subject to the foreign-quota rules and to the requirement that the purchase money be brought into Thailand in foreign currency and exchanged into Thai baht, in accordance with the conditions of the condominium purchase route for foreigners. Note, however, that paragraphs 2 and 4 of the circular refer to immovable property generally, and that a juristic person used to hold condominium units in excess of the foreign quota is exposed to scrutiny under the same Section 97 and Section 98 framework.

What is Section 96 bis and can I use it to own land legally in Thailand?

Section 96 bis is the narrow statutory exception that permits a foreigner who has brought into Thailand a qualifying investment of not less than 40 million baht, held for at least five years in specified investments listed in the relevant Ministerial Regulation, to acquire land for residential purposes up to a maximum of one rai (1,600 square metres), subject to Ministerial approval and to conditions including location restrictions. The route is real but it is narrow, the documentary burden is substantial, and Ministerial approval is discretionary. It is most often a viable route for a long-term resident with a substantial investment portfolio in Thailand and a clear intention to settle. For a more general analysis, see our companion materials on purchasing land in Thailand.

I think I may already be in a non-compliant structure. What should I do?

The first step is to obtain a clear factual picture of the structure, including the shareholder register of the Thai company, the directors, the source of the share capital, the source of the purchase funds for the land, any side letters or power-of-attorney arrangements, and the bank statements supporting the share-capital contributions. The second step is to obtain a legal opinion on whether the structure, on the documented facts, is exposed under Section 97 or Section 98 of the Land Code and under the Dika 6412/2560 line of authority. The third step, if the structure is exposed, is to consider voluntary restructuring into one of the available compliant routes (BOI promotion, US-Thai Amity Treaty company, Section 96 bis investment, condominium-route conversion, 30-year registered lease) before a land-office investigation crystallises into a Section 94 disposal order and a criminal complaint. The window in which voluntary restructuring is feasible narrows materially once a formal investigation has been opened.