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Sap-Ing-Sith vs Owning Through a Thai Company
A genuine trading company is lawful. The version sold to villa buyers usually is not — and in 2026 that stopped being theoretical.
Send us your shareholder structure — we will tell you what a buyer's lawyer will see
The structure in question
A Thai limited company owns the land. You hold 49% of the shares. Thai shareholders hold 51%. It is still the most frequently offered structure on Koh Samui and Koh Phangan, and the one carrying real legal exposure.
It exists because the Land Code does not let a foreign individual hold freehold title to land. So the market invented a company.
A real Thai company, whose Thai shareholders paid for their own shares and take a genuine economic interest, is lawful. That is rarely what is sold. Where the Thai shareholders hold their shares on the foreigner's behalf — funded by the foreigner, with side agreements, share pledges or undated transfers — that is a nominee arrangement, prohibited under the Land Code and the Foreign Business Act.
"Control" through protective articles of association is the problem, not the reassurance. The documents that make a buyer feel safe are the ones showing who really controls the land. How these arrangements are identified is set out on our nominee page.
The comparison
The same questions, asked of both
| Buyer question | 51/49 Thai company | Sap-Ing-Sith |
|---|---|---|
| Whose name is the right in? | The company's | Yours, on the Chanote |
| Can I sell it? | Shares, with the history | Yes, without consent |
| Inherited by my children? | Shares, and the exposure | Yes, by statute |
| Borrow against it? | Difficult in practice | Mortgageable by law |
| If a Thai shareholder dies? | His heirs take the shares | No shareholders |
| Annual obligations? | Accounts and tax filings | None from the right itself |
| Regulatory exposure? | Nominee rules; penalties reach the land | Open to foreigners by statute |
| How long? | While the company survives scrutiny | Up to 30 years, no renewal |
Whether a bank lends to a foreign borrower is a credit decision, not a legal one — see financing. The buyer of the right pays all government fees and taxes: transfer fee typically 2% of the registered value, stamp duty 0.5%, and a fixed Land Office fee. Model your case on the calculator.
2026
The numbers behind the current inspections
As reported by The Nation, five agencies are working the same file: DBD, DSI, the Department of Lands, AMLO and the Revenue Department. In May 2026 the inspections included a Koh Pha-ngan pool villa and a hotel.
The exposure is real, penalties reach the land itself, and every buyer's lawyer now reads these numbers before advising on a purchase.
How exposure becomes a discount
The buyer inherits everything
A share sale transfers the filing history, funding trail, shareholder register and past accounts. The buyer prices them.
The advice is predictable
The buyer's lawyer identifies the nominee question and puts it in writing. That does not stop the sale. It sets the price.
The quiet annual costs
Accounts and tax filings every year. Shareholders who age, move and occasionally die.
The observed result
Company-held villas take the longest to sell and attract the deepest discounts on these islands.
A registered right is a different object at resale: one entry on one title, transferable without consent, with nothing behind it to audit. That is what our resale network trades.
Honest comparison
When a company is the right answer
If you are running a genuine business here, with staff, revenue and Thai partners who actually invested, a company is the correct vehicle. The same applies where land must be held indefinitely for a commercial purpose that outlives any 30-year cap.
The company becomes a problem in the case it is usually sold for: a foreign individual buying a private home, with Thai shareholders introduced solely to satisfy the 51%.
If you already own through a company
Know precisely what you hold: who your shareholders are, whether they paid for their shares, what side documents exist, and what a buyer's lawyer will find. Send us the structure and we will tell you. See also 30-year leases.
Limits
What Sap-Ing-Sith does not do
It is not freehold and we do not present it as freehold.
- No renewal mechanism exists in the Act. Continuation beyond the term requires a fresh grant from the landowner and a fresh registration. Never accept a document claiming 60 or 90 years.
- The statutory maximum is 30 years, and the right's value declines as the remaining term shortens.
- Buildings revert to the landowner at expiry unless separately registered.
- Land Offices have registered relatively few of these since 2019. Some are unfamiliar with the entry; one project was delayed about two months until Bangkok authorities intervened.
Against that: a real right on the deed, in your own name, transferable without consent and inheritable by statute.
Who we are
United Grace
United Grace Co., Ltd. is 100% Thai-owned and is the legal and beneficial owner of its land — not in trust, not as a nominee. The customer holds a separate statutory right in their own name. There is no 49% share, no side agreement and no undated transfer in the structure, because it does not need one. Registration normally completes in about two weeks from signing.
- At signing
- The purchase price
- Annual payment
- 3% of the purchase price
- At signing
- The purchase price + 20%
minimum ฿700,000 - Annual payment
- Nothing
- At signing
- Nothing — we fund the purchase
- Annual payment
- 6% of the purchase price
All three produce the identical registered right and the track can be changed later. Track A carries no separate one-time service fee; on Track C United Grace funds the acquisition and the client does not pay the purchase price. The legal basis sets out the statute; operations covers villa management.
Tell us what your company actually looks like
Shareholders, share capital, any side documents. We will tell you what a buyer's lawyer will see. WhatsApp is fastest; we reply within 24 hours.
Chat on WhatsApp — we reply in minutes How nominee structures are identifiedGeneral information, not legal advice. Enforcement practice and Land Office procedure both change. Confirm your own position with independent Thai counsel before acting on anything here.