Around 120,000 Thai companies with elevated risk profiles will be required to submit bank statements from their shareholders and directors starting 1 August 2026. Thailand's Department of Business Development (DBD) will cross-reference declared capital contributions against actual transfers recorded in personal bank accounts. For any international buyer considering a villa purchase in Phuket or Koh Samui through a company structure, this represents a meaningful recalibration of risk.
Our analysts have tracked this regulatory shift since the first signals emerged. The bank verification requirement is not a one-off audit campaign. It is a structural procedural change embedded into the company registration oversight system. Based on data reported by Touchdown Asia in July 2026, the verification effort is concentrated on 16 high-risk provinces, including Surat Thani (which covers Koh Samui). Phuket, as the primary foreign-participation real estate market in Thailand, remains firmly within the regulator's scope.
Quick answer
- Approximately 120,000 companies have been flagged by the DBD for shareholder and director bank statement verification as of August 2026
- Regulators are targeting structures where the foreign shareholding sits between 40% and 49.99%, just below the 49% ceiling under the Foreign Business Act
- A July 2026 operation in Chonburi uncovered a network of 775 properties valued at over 5 billion THB held by foreigners through nominee shareholders
- Verification works by comparing declared capital contributions with actual transaction records in Thai shareholders' personal accounts
- Legally sound alternatives to a company structure include: freehold condominium, 30-year leasehold, and right of superficies
- The DBD is applying AI-assisted pattern recognition tools to flag nominee-type structures at the point of registration
Options and scenarios
Why the DBD is now requiring shareholder bank statements
The Foreign Business Act caps foreign ownership in a Thai company at 49%. For many years, a common structure involved a foreign buyer holding 49% of shares while the remaining 51% was allocated to Thai nominees - individuals who contributed no real capital. The company then acquired the land and villa, qualifying formally as a Thai entity.
The DBD has identified this pattern for years, but prior enforcement relied primarily on paper documentation: shareholder agreements, AGM minutes, and capital declarations. From August 2026 onwards, the focus shifts to cash flow verification. A Thai shareholder declaring a 2 million THB capital contribution must now demonstrate via bank statement that the transfer actually occurred. Where no corresponding movement appears in the account, the company is classified as a potential nominee structure.
Three risk thresholds for international villa buyers
Threshold 1: Foreign shareholding between 40% and 49.99%
This bracket is the primary enforcement target. Per Touchdown Asia reporting, the DBD has specifically focused its analysis on companies where the foreign party holds between 40% and 49.99% of shares. The reasoning is straightforward: the closer the foreign stake is to the 49% ceiling, the greater the probability that Thai co-shareholders are acting as nominees. Based on our estimates, a substantial proportion of company-owned villas in Phuket districts such as Layan, Bang Tao, and Kamala fall into this bracket.
Threshold 2: The Chonburi operation pattern
In July 2026, per Thai Examiner, Thai authorities dismantled a network linked to foreign nationals comprising 775 properties with a combined value exceeding 5 billion THB in Chonburi province. Forty-one locations were searched and four individuals detained. The investigation subsequently expanded to other provinces. This operation set a precedent: authorities have demonstrated both the willingness and capability to conduct large-scale coordinated enforcement actions. The pattern identified in Chonburi - multiple companies sharing the same Thai directors, with no real capital flows traceable in nominee accounts - now serves as a detection template for subsequent operations.
Threshold 3: Companies registered before 2020 with no structural updates
Older company structures, set up during a period of lower regulatory scrutiny, carry elevated exposure. Missing digital transaction histories, outdated registration data, and Thai shareholders with whom the foreign investor has long since lost contact represent a scenario our analysts observe frequently in villa markets across Koh Samui, particularly in districts such as Bophut and Maenam.
Legally recognised alternative structures
For buyers seeking to avoid the regulatory risk associated with nominee company structures, three legally established pathways exist.
Freehold condominium - a foreign national may hold a condominium unit on a freehold basis, provided the total foreign-owned proportion of the building does not exceed 49% of usable floor area. Purchase funds must enter Thailand from abroad and be supported by a Foreign Exchange Transaction (FET) certificate. This is the most straightforward and best-documented form of foreign property ownership in Thailand, but it is limited to condominium units and does not extend to land-based villa ownership.
30-year leasehold - a registered lease over both land and structure, recorded at the Land Office, for a term of 30 years. Market practice commonly includes extension options, but additional 30-year periods carry no statutory guarantee. In Phuket, leasehold is the standard ownership format for villas in districts including Rawai, Nai Harn, and Karon.
Right of superficies - this grants a foreign buyer the registered right to own a building constructed on another party's land, with the structure treated as a separate legal asset. Superficies is registered at the Land Office for a period of up to 30 years. Less widely used than leasehold, it is a legally clean structure and is increasingly cited by property law practices as a viable alternative.
Comparison table
| Parameter | Thai Company (49% foreign stake) | Freehold Condo | 30-Year Leasehold | Superficies |
|---|---|---|---|---|
| Property type | Villa with land | Condominium unit | Villa with land | Building only, no land |
| Land ownership | Held by company | Full unit ownership | Leasehold tenure | None |
| DBD verification risk | High from August 2026 | None | None | None |
| Land Office registration | Yes (company name) | Yes (individual) | Yes | Yes |
| Maximum tenure | Indefinite | Indefinite | 30 years plus options | Up to 30 years |
| FET certificate required | On capital contribution | Yes | Recommended | Recommended |
| Resale mechanism | Share transfer or asset sale | Straightforward unit transfer | Assignment of lease rights | Assignment of rights |
| Estimated legal setup cost | 50,000-150,000 THB | Minimal | 20,000-50,000 THB | 20,000-80,000 THB |
Risks and mistakes
Retroactive scope. The bank verification requirement applies to existing companies, not solely to newly registered ones. A buyer who structured a villa purchase through a company in 2019 or 2022 falls under the same requirements. If Thai shareholders cannot produce bank statements confirming contributions made years ago, the company risks being flagged.
Assuming a dormant company is low risk. Absence of business activity does not confer protection. The DBD has flagged companies specifically on the basis of operational dormancy combined with ownership of high-value property assets.
Relying on informal arrangements with Thai nominees. Under investigation, a nominee shareholder may decline to cooperate or may lack the necessary banking documentation. In that scenario, the foreign buyer loses meaningful control over the process.
Criminal exposure. The Chonburi operation resulted in detentions. Using a nominee structure to circumvent the Foreign Business Act is not only an administrative violation - it can result in criminal charges against both the foreign party and the Thai nominees involved.
Capital contributions made in cash. Even where a Thai partner has genuinely contributed capital, if that contribution was made in cash rather than via a traceable bank transfer, verifying it to the DBD's standard may be impossible. Undocumented cash injections are a common vulnerability in older structures.
FAQ
Does the DBD bank verification apply to all Thai companies that own property?
Not to all companies, but based on data from July 2026, approximately 120,000 companies have been flagged using a risk-profile methodology. Criteria include foreign shareholding close to the 49% ceiling, operational dormancy, and location in one of the 16 designated high-risk provinces.
What documents must Thai shareholders provide from August 2026 onwards?
Personal bank statements demonstrating actual transfers corresponding to the capital contributions declared in the company's registration documents. The DBD cross-checks amounts and dates against the official company filing record.
Can a foreign national legally purchase a villa in Phuket or Koh Samui?
Foreign nationals cannot directly own land in Thailand. Legally recognised options are a registered 30-year leasehold, a right of superficies, or freehold ownership of a condominium unit. Company structures involving nominee shareholders carry materially elevated regulatory risk from August 2026.
Is leasehold on Koh Samui a reliable alternative to a company structure?
A leasehold registered at the Land Office provides a legally protected right to occupy and use the property for 30 years and is not subject to DBD scrutiny because it requires no company structure. However, extension periods beyond the initial 30 years carry no statutory guarantee and depend on negotiated contractual terms.
What are the consequences if a company is determined to be a nominee structure?
Potential outcomes include a compulsory divestment order, financial penalties, and in serious cases criminal charges. The July 2026 Chonburi operation resulted in the detention of foreign nationals, establishing a live enforcement precedent.
Will new companies registered after August 2026 face immediate scrutiny?
Yes. The DBD is applying AI-assisted pattern analysis at the point of document submission. Companies exhibiting registration profiles consistent with typical nominee structures are flagged automatically before the process completes.
What is a right of superficies and is it suitable for villa ownership?
Superficies is a registered right enabling a foreign buyer to own a building situated on another party's land, recorded at the Land Office for up to 30 years. The buyer holds legal title to the structure but not the underlying land. It is a legally clean arrangement, though less prevalent in the market than leasehold.
How many provinces are under heightened DBD supervision?
Sixteen provinces are designated as high-risk, including Surat Thani, which covers Koh Samui. The full official list has not been published in its entirety, but based on industry sources our analysts monitor, the concentration is on tourism-oriented provinces and regions with high levels of foreign participation in the property market.
Is a Foreign Exchange Transaction certificate required when buying through a company structure?
An FET certificate documents the inbound international transfer of funds and is a firm requirement for freehold condominium purchases. For capital contributions to a Thai company, an international wire transfer with a properly recorded purpose code serves as evidence of lawful fund origin and is strongly advisable as supporting documentation.
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