Setting up a Thai entity for real estate investment — the honest version.
Foreign real estate investors don’t need a company to buy a single condo, but development, active leasing operations and land-based projects usually run through one. This guide covers the Thai Limited Company structure, when the Foreign Business Act and a Foreign Business License actually apply to real estate activity, realistic minimum capital figures, a plain-English BOI promotion overview, and the pitfalls — especially nominee shareholders — that get investors into real trouble.
Buying a single condo needs no company. Developing, actively leasing at scale, or holding land for a project usually does — typically a Thai Limited Company, Thai-majority owned unless a Foreign Business License or BOI promotion applies. Budget real capital (from roughly 2–3 million THB depending on structure and foreign staffing), and never use nominee shareholders to fake the Thai-majority requirement — it’s illegal and it’s the single most common way investors get burned.
Living Summary
Company Setup Trends for Real Estate Investors
Editorial analysis compiled and periodically refreshed by BAANLYY’s research team — not a live data feed.
Are authorities scrutinizing land-holding companies more or less than a few years ago?
More. Enforcement against nominee shareholder arrangements used to disguise foreign control of land-holding companies has intensified, with land offices and the Department of Business Development increasingly checking whether Thai shareholders actually invested real capital and exercise real control, not just holding shares on paper.
Who is this guide written for?
Foreign investors and developers deciding whether — and how — to set up a Thai entity for real estate investment, development or leasing activity, as distinct from someone simply buying one condo unit for personal use.
Is BOI promotion becoming more or less relevant to real estate investors specifically?
Less directly relevant to passive property holding, more relevant to investors whose underlying business (manufacturing, logistics, targeted services) happens to need Thai premises — BOI's incentive focus has shifted toward specific priority industries rather than general property investment vehicles.
Analysis last reviewed 2026-07-05.
Not sure which structure fits your plan?
BAANLYY can connect you with licensed Thai lawyers and accountants who handle company formation and real estate structuring before you commit capital.
A foreigner can own a condominium unit freehold in their own name, with no Thai company involved at all, as long as the building's foreign-ownership quota (49% of total unit floor area) has room. That covers the majority of individual buyers — retirees, remote workers, and investors buying one or a handful of units for rental income.
A company becomes the relevant question once the activity looks like a business rather than personal ownership: developing land or a building for sale, holding land itself (which a foreign individual generally cannot do), running a rental operation at a scale that looks commercial, or operating a brokerage, management or construction business tied to real estate. The rest of this guide is written for that second group.
02
The Thai Limited Company — the default vehicle
The Thai Limited Company is the standard entity foreign real estate investors use. Structurally it needs at least two shareholders, a board of directors, registered capital divided into shares, and — for most activities — Thai nationals holding at least 51% of the shares, with foreigners able to hold up to 49% and sit as directors.
That 51/49 split is a default, not a hard ceiling on every business. Where the underlying activity qualifies, a Foreign Business License, BOI promotion, or (for US nationals) the US-Thai Amity Treaty can unlock majority or full foreign ownership of the operating company. Which route applies depends entirely on what the company actually does — see the next two sections.
Setup mechanics — name reservation, memorandum of association, statutory meeting, registration with the Department of Business Development, tax ID and (if applicable) VAT registration — typically take a few weeks with a competent Thai lawyer or accountant, and cost considerably less than the ongoing compliance burden the company will carry every year afterward (bookkeeping, audited annual financial statements, corporate tax filings).
03
The Foreign Business Act — when real estate activity needs a license
The Foreign Business Act (1999) restricts foreign-majority companies from operating in listed categories unless they qualify for an exemption. Activities are grouped into three lists: List 1 (closed to foreign majority ownership under essentially any circumstance, including a Foreign Business License), List 2 (allowed only with Cabinet-level approval, often reserved for national-security or resource-sensitive sectors), and List 3 (most service businesses — allowed for a majority-foreign company with a Foreign Business License or another exemption).
Real estate touches this framework in more than one place. Trading in land specifically is treated with particular caution under Thai law and is a genuinely sensitive category — this is exactly the area where you should get a current, specific legal opinion rather than rely on a general guide, because the boundary between "developing and selling constructed units" and activity that regulators treat as land trading is fact-specific and has real consequences if misjudged. Property management, leasing operations, brokerage and construction-related services are generally treated as List 3 service businesses, meaning a majority-foreign company can operate them with a Foreign Business License.
The practical takeaway: a Thai-majority company sidesteps most of this analysis entirely (no FBL needed for the ownership structure itself), while a foreign-majority operating company needs a specific, current legal assessment of which list its actual activity falls under before registering — not an assumption carried over from a different investor's structure.
04
Minimum capital — the numbers that matter in practice
2,000,000 THB registered, paid-up capital per foreign work permit the company sponsors (a Thai-majority company operating normally). 3,000,000 THB typical minimum where the company is majority foreign-owned and operating under a Foreign Business License. Halved capital requirement in some cases where the foreign owner is married to a Thai national. BOI-promoted companies follow the Board of Investment's own capital rules for the specific promoted category, which can differ from the figures above.
For a company intended to hold land, capital adequacy gets extra scrutiny: authorities and land offices look at whether the company's paid-up capital and its Thai shareholders' contributions are genuine and traceable, because an undercapitalized company with land as its only asset is the classic profile of a nominee arrangement. Registering with the bare statutory minimum and no real operating funds behind it is a red flag, not a cost-saving move.
Capital can often be paid in over time rather than all at once, but you need to be able to evidence it when asked — plan the number around your actual work-permit needs and the company's real operating and land-purchase requirements, not the smallest figure that technically clears registration.
05
BOI promotion — where it fits and where it doesn't
Board of Investment promotion offers real incentives — corporate tax holidays, import duty exemptions on qualifying machinery and materials, and smoother work permit and visa processing — for businesses operating in categories Thailand wants to encourage. Real estate investors sometimes bump into BOI in one of two ways.
If your actual business is a BOI-eligible category (manufacturing, certain logistics, targeted services and technology sectors) and it happens to need Thai land or premises, BOI promotion can unlock land ownership rights and majority foreign ownership for that operating company — the real estate angle is a byproduct of the underlying qualifying business, not the point of the promotion.
Passive property holding or development-for-sale on its own is not generally a BOI-promotable category — BOI is not a general workaround for owning or developing real estate as a foreign-majority company.
Investors evaluating whether BOI fits their plan should read our dedicated BOI for real estate investors guide for the full incentive breakdown and eligible categories, rather than treating this section as the final word.
06
Step by step — the practical setup sequence
1. Define the actual activity first. Development, long-term leasing, brokerage, and land holding each have a different Foreign Business Act analysis and different capital needs — decide what the company does before choosing a structure.
2. Get a current legal opinion on whether your specific activity needs a Foreign Business License, qualifies for BOI, or sits comfortably as a Thai-majority company with no special licensing.
3. Size the capital honestly against work-permit needs, any land purchase, and real operating costs — not the statutory minimum.
4. Register with the Department of Business Development — name reservation, memorandum of association, statutory meeting, company registration, tax ID.
5. Put real substance behind Thai shareholders if the company is Thai-majority — genuine capital contribution, real voting rights, documented decision-making — not a nominee arrangement.
6. Set up proper bookkeeping from day one — audited annual financial statements and tax filings are mandatory regardless of whether the company is active or dormant.
07
Common pitfalls
Nominee shareholders. Using Thai shareholders who hold shares on paper only, with no real capital or control, to disguise foreign ownership of a land-holding company is illegal under the Land Code and a common enforcement target — see our dedicated guide on buying property through a Thai company for the full legal-risk breakdown.
Undercapitalization. Registering with the bare minimum capital and no real operating funds is exactly the profile that draws scrutiny for a land-holding company.
Mismatched structure and activity. Assuming a Thai-majority company avoids all Foreign Business Act analysis, when in fact land-related activity can raise separate questions regardless of ownership split.
One company, mixed purposes. Running development, long-term holding, and personal residence all through one entity, complicating both tax treatment and eventual exit.
Treating BOI as a general workaround rather than a fit-for-purpose incentive for a genuinely qualifying operating business.
Skipping ongoing compliance — an unfiled annual return or missing audited statement can jeopardize work permits and standing with the Department of Business Development long after formation.
Growth Trajectory
Evolution of Foreign Company Structuring for Thai Real Estate
1999
Foreign Business Act B.E. 2542 enacted
Established the current 51/49 default ownership framework and the three-list restricted-activity system that Thai companies still operate under today.
2000s
BOI-driven manufacturing boom
Board of Investment promotion becomes a well-established parallel route to majority foreign ownership for qualifying operating businesses, alongside the Foreign Business License process.
2008–2016
Land-holding company scrutiny grows
Land offices and regulators sharpen focus on land-holding companies with foreign directors and minimal Thai shareholder involvement, an early signal of the nominee-arrangement enforcement to come.
2017
BOI shifts toward S-curve industries
Investment promotion strategy pivots toward targeted digital, advanced manufacturing and other priority sectors, narrowing how directly BOI promotion applies to general real estate investment.
2019–2022
Nominee shareholder enforcement intensifies
Regulators increase audits of company capital structures and Thai shareholder substance specifically for land-holding companies, raising the compliance bar for foreign investors using this route.
2026
Current practice
Foreign real estate investors are expected to match the entity structure to the actual activity — Thai-majority company, Foreign Business License, or BOI promotion — with genuine capital and real Thai shareholder substance, rather than defaulting to the cheapest structure on paper.
08
Frequently asked
Do I need a Thai company to invest in real estate in Thailand?Not always. A foreigner can buy a condominium unit freehold in their own name (within the building's 49% foreign-ownership quota) with no company at all, and many individual investors never need one. A company becomes relevant when the activity goes beyond simply owning a unit — running a rental operation as a registered business, developing property for sale, holding land for a project, or operating a brokerage or management business. The right question isn't "should I have a company" in the abstract, it's "does my specific activity require one," and that depends on what you're actually doing, not on general advice.
What's the difference between a company that owns property and a company that operates a real estate business?A company that simply holds a single property as a passive asset (an office building, a piece of land) is a holding structure — it faces land-ownership rules but not necessarily Foreign Business Act licensing. A company that actively operates as a business — developing and selling units, managing a portfolio of rentals for profit, running a brokerage — is an operating business and is far more likely to trigger Foreign Business Act service-business categories, which is where a Foreign Business License, BOI promotion, or a Thai-majority structure becomes relevant. Conflating the two is one of the most common mistakes foreign investors make when they set up a Thai entity.
How much capital do I actually need to register a company?It depends on what the company will do and whether it will sponsor foreign work permits. A standard Thai-majority limited company can be registered with modest capital on paper, but the number that matters in practice is 2 million THB of registered, paid-up capital per foreign work permit the company sponsors, rising to 3 million THB if the company is majority foreign-owned and operating under a Foreign Business License. A company that will hold land also needs to show its capital is genuinely available and traceable — Thai authorities scrutinize undercapitalized land-holding companies specifically because they're a common marker of a nominee arrangement.
Is BOI promotion worth pursuing for a real estate investment?BOI promotion is powerful where it applies, but it doesn't apply to passive real estate holding — it's aimed at operating businesses in categories the Thai government wants to encourage (manufacturing, logistics, certain tourism and services categories, technology). A real estate investor whose company operates one of those underlying businesses and happens to need premises can sometimes structure around BOI promotion to unlock land rights or majority foreign ownership for the operating company, but promotion is not a shortcut to simply owning investment property foreign-majority. Treat it as a fit-for-purpose tool for a genuine qualifying business, not a general real estate workaround.
What's the single biggest mistake foreign real estate investors make when setting up a company?Using Thai nominee shareholders to disguise foreign control of a company that exists only to hold land or a house, rather than to run a genuine business. It's illegal under the Land Code, it's a common enforcement target, and it can result in forced sale of the land with the foreigner recovering the proceeds but not the property. The second most common mistake is close behind: registering with the bare legal minimum of capital and no real operating activity, which is exactly the profile Thai authorities look for when auditing land-holding companies.
Can I use the same company to both develop property and hold it long-term as a rental?You can, but it's worth thinking through deliberately rather than defaulting into it. A development company (build and sell) and a long-term holding company (buy and lease) have different capital needs, different tax profiles, and different risk exposure — mixing both inside one entity can complicate financing, accounting and eventual exit. Many experienced investors and developers use separate entities for separate projects or activities specifically to isolate risk and keep each company's purpose, and its Foreign Business Act analysis, clean and defensible.
Talk to BAANLYY about your project, and we can point you toward licensed Thai lawyers and accountants who handle company formation and Foreign Business Act analysis.
Primary and official sources are cited above. Government rules, fees and procedures in Thailand change over time and vary by office; always confirm current requirements with the relevant authority before relying on them. BAANLYY never takes paid placement in editorial content.
General information only — not legal, tax or investment advice. Company structuring, Foreign Business Act classification, minimum capital requirements and BOI eligibility are fact-specific and change over time. Confirm your specific situation with a licensed Thai lawyer or accountant, and with the Department of Business Development or Board of Investment directly, before registering a company or committing capital. BAANLYY never takes paid placement.