Thai Nominee Structures: Why Are Foreigners Solely Prosecuted?

A long-standing question in Thailand concerns the prosecution of nominee structures: why is it that only the foreigner often finds themselves in the dock, when the entire chain of creation and registration involved numerous Thai individuals and licensed professionals operating within the country? Consider the typical scenario: a foreigner wishes to purchase a home. They approach a seemingly reputable law firm in popular destinations like Phuket, Samui, or Pattaya, asking the crucial question, “Can I do this legally?” The lawyer typically affirms this possibility and suggests forming a Thai company. Subsequently, Thai nominee shareholders are enlisted; these individuals hold the majority stake on paper for a small annual fee, contributing no capital and expecting no profit. An accountant meticulously structures the share classes, potentially incorporating side letters or pre-signed blank share transfers, ensuring that real control remains entirely with the foreigner. All company documentation—shareholder lists, meeting minutes, and accounts—are professionally prepared to give the impression of a legitimate business. These documents are signed before a notary and submitted to a Thai government office, which proceeds to register the company and the land transfer, affixing stamps, filing the paperwork, and collecting fees. Developers specifically build villas to be sold through these arrangements, and banks process the financial transactions. Now, count the hands involved in such a transaction: the developer, the lawyer, the nominee shareholders, the accountant, the notary, and the government registration officials. In this entire chain, the foreigner is the sole non-Thai participant, and arguably the only person who, as a matter of professional certainty, did not know their actions were breaking the law. Yet, the legal repercussions disproportionately fall upon them. This raises a fundamental question of fairness: if the vast majority of individuals in this chain—including those who designed, facilitated, and officially registered these arrangements—were aware of the illegality, why is the punishment borne almost exclusively by the foreigner, who was least informed about the legal intricacies?