Reference Guide for Corporate Buyers of Land in Thailand

The requirements and legal procedures involved in buying land in Thailand as a company (particularly with foreign shareholders) is quite complex. Siam Legal has therefore compiled this reference guide to help its corporate clients prepare the necessary documents and evidence required in order to avoid needless mistakes and costly delays when appearing before the Land Official for the transfer of ownership. The guide below can also generally apply to condominium transactions, except that foreign companies are not restricted from owning condominium units outright.

Limited Company or Public Limited Company Limited Partnership or Registered Ordinary Partnership
Qualification Foreign shareholders cannot invest capital exceeding 49% of the registered capital and cannot comprise over the total shareholders of the company. Foreign partners cannot invest capital exceeding 49% of the registered capital and cannot comprise over half the total partners. 1
Documents
  1. Company Affidavit
  2. Memorandum of Association
  3. Company Objectives
  4. Articles of Association / By-Laws 2
  5. Minutes of Company Meeting (authorizing transaction)
  6. Shareholder list 3
  7. A certificate issued by the DBD that the ratio of foreign ownership will be controlled (for public limited companies only)
  8. Certified copies of the identification documents of the company directors and/or authorized agents
  9. The shareholder list of any juristic entity owning shares in the buyer company and should those shareholders also have juristic entities as shareholders, then the shareholder lists of those shareholders shall also be required

The abovementioned documents should not be over 6 months old.

Investigation There are generally two steps to the investigation procedure:

  1. A determination whether the buyer falls under Section 97 of the Land Code (i.e. should be considered a “foreigner”). This is basically a determination of whether foreign investment exceeds 49%.
  2. If it appears that any of the shareholders of the buyer are themselves juristic persons, there must be a determination of whether those shareholders fall under Section 97 of the Land Code

It should be noted that the investigation procedure as described above has been simplified to a certain degree. Recent Land Department regulations also require an investigation into the Thai shareholders of the buyer, who are natural persons, if there is reason to suspect that, although the buyer may be legally considered a Thai company, it is serving as a nominee for a foreigner. It is strongly recommended that you contact a legal advisor before purchasing land through a Thai company. Please contact us at (+66) 2259 8100 or 1-877-252-8831 (U.S. Toll-free).

 
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  1. It is worth noting that although the Foreign Business Act considers partnerships with a foreign managing partner to be “foreign” regardless of amount of foreign investment, the Land Code Act does not appear to share the same definition.
  2. The purpose is to examine whether the company has issued shares in the name of the shareholders or to bearer. If there are no company by-laws, then the Land Official would ask for the minutes of the Statutory Meeting.
  3. Only for limited companies or public companies; for partnerships, the Company Affidavit should suffice.

 

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Siam Legal is an international law firm with experienced lawyers, attorneys, and solicitors both in Thailand law and international law. This Thailand law firm offers comprehensive legal services in Thailand to both local and foreign clients for Litigation such as civil & criminal cases, labor disputes, commercial cases, divorce, adoption, extradition, fraud, and drug cases. Other legal expertise of the law firm varied in cases involving corporate law such as company registration & Thailand BOI, family law, property law, and private investigation.

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