Some foreign buyers are told to put Thai friends, employees, or paid strangers on the shareholder register to hit the 51% Thai-ownership threshold required under the Foreign Business Act — while quietly retaining real control themselves. This has never been legal. Under Section 36 of the FBA, Thai nationals who hold shares on behalf of foreigners face liability; under Section 37, the foreigner operating the restricted business without proper permission faces liability too.

Over 26,000 businesses were suspected of nominee activity in 2024 alone. The DBD has identified more than 7,000 businesses using suspected illegal nominee structures — concentrated specifically in real estate, tourism, and hospitality. Source: Belaws (2025), Bangkok Post (2026).

A common misconception: staying just below 50% foreign shareholding automatically resolves any legal risk. It does not. When nominee conduct is alleged, courts and the DBD examine the substance of the arrangement — who funded the shares, who actually votes, who receives the economic benefit — not merely what the share register says. In Supreme Court Decision No. 17923/2557, the court examined funding and control and concluded that Thai shareholders on paper were merely nominees for the real foreign acquirer.

DBD Order No. 2/2568, signed 9 December 2025 and effective 1 January 2026, requires applicants to submit supporting evidence for every Thai shareholder, together with three months of bank statements from the account used to pay for shares. The statement must show a withdrawal or transfer matching the invested amount and timing. A one-day round-trip transfer or an unexplained sudden cash influx right before incorporation is now far easier for the Registrar to flag and reject.

The single biggest warning sign of a problematic deal is when an agent, "lawyer," or seller justifies a nominee structure, side agreement, or undocumented arrangement by saying "everyone does it this way" or "it's standard practice." In tourist regions, entire informal legal-service businesses were built around making a purchase possible, not lawful — preparing fake meeting minutes, nominee paperwork, and accounts purely to create an appearance of legality. Source: SamuiForSale (2025).

In markets where cash transactions and informal bookkeeping are common, the financial statements presented can diverge significantly from actual performance. A forensic-style review verifies revenue against POS data and bank deposits — not just the figures the seller volunteers. Skipping this step means buyers can renegotiate price, demand indemnity clauses, or walk away — but only if the gap is discovered before, not after, signing.

The FBA restricts foreigners from undertaking roughly 50 types of business — including hotels, restaurants, real estate services, and most retail trade. For these restricted activities, foreign ownership is capped at 49.99% unless a Foreign Business Licence or BOI promotion has been obtained. Buyers sometimes discover this only after committing money — assuming a sector was open simply because a business in it was for sale.

Even if you are the sole director of your own company, engaging in any work activity in Thailand without a valid Work Permit is illegal. Violations can result in deportation and a re-entry ban. Processing typically takes 30–60 days and costs ฿25,000–฿40,000 through a licensed lawyer. Buyers who plan to take over operations immediately after closing — without this process already underway — create an illegal operating gap. Source: Aster of Asia (2026).

A widespread misconception: a "30+30+30 year" lease agreement gives 90 years of guaranteed control. In reality, Thailand's Supreme Court has ruled that automatic renewal clauses are not enforceable, leaving buyers with only the initial 30-year term. Relying on an unenforceable renewal promise means losing the right to the premises after 30 years, with no legal recourse to extend or recover the investment. Source: Bamboo Routes (2026), Chandler MHM legal note.