Transcript of the above video: 

As the title of this video suggests, we are discussing "legal Integrity", sort of red flags regarding the "legal Integrity" if you will of property holdings here, or Property Holding Companies here in Thailand. I thought of making this video after reading a recent article from the Pattaya Mail, that's pattayamail.com, the article is titled: Foreign Property Nominee ownership in 2026, the "Nominee" trap and the new era of strict enforcement. Quoting directly: "As an international lawyer practicing in the heart of Pattaya for many years, I have witnessed the many seasons of the Thai real estate market. However, 2026 marks a historic shift, a year where "legal integrity" has moved from a mere recommendation to an absolute mandate for survival." I wonder if the author of that - and tip of the hat to them - was sort of, I've commented on Pattaya Mail articles in the past, and obviously the name of our firm is Integrity Legal - so if that was sort of play on words. If it is, then tip of the hat to you sir. That said, quoting further: "The era of the "Nominee" structure is facing its final curtain call," - I think that is well put, especially in the context of property holding companies, I think that is very well put - quoting further: "as the Thai Government transitions from verbal warnings to full-scale tactical crackdown that is reshaping the landscape for investors and legal professionals alike."

Before I go further, I would urge those who are watching this, for a deep dive analysis into the ramifications of all of this, especially as it pertains locally to Pattaya, I urge you to read that article. There is deep dive analysis into how all this is impacting things going on directly in Pattaya, and it's very useful. As we've discussed in other videos, different provinces do things differently, and right now it looks like Pattaya is taking a hardline stance. 

Really quickly before I get back into the quotation, I think it's worth pointing out, my better half and I set up a restaurant here in Bangkok, downtown Bangkok. Breakfast anytime; the name of the place is Pancake Palace, as the name implies again, breakfast anytime including pancakes, but we also have even English style breakfast, American Diner style food, including breakfast anytime. We've also got hamburgers, cheeseburgers, buffalo wings, chilli bowls, grilled cheese sandwiches, tacos, Coke in glass bottles. If you're interested, come on down, Pancake Palace, links are in the description below. 

That said, getting back into this. "In this climate, distinguishing between a legitimate investment and a legal trap is vital. A high-risk structure is often characterized by "Red Flags," such as Thai shareholders who lack the financial background to justify their investment," - and this is key - "Thai shareholders who lack the financial background to justify their investment." - I'll get back to that - "or companies that hold land but show no actual business activity or operational revenue. These are the primary targets of current investigations." Well put. Again, I urge those who are checking out this video, check out that article as well. 

Again, first off, this has always been the thing with nominees, and people have asked me this over the years. Look, people that are actively involved in these corporations and financially are legitimate actors within the corporation, those folks are not going to have any problem. But if you're basically, for lack of a better term, digging up some farmer from out in the hinterland here in Thailand, and dragging them into town just to put their name on corporate documentation only for them to never have anything to do with the company again, that's going to be problematic. And by the way, that's not unheard of in some of these structures, especially as it pertains to property holding companies. Another thing to keep in mind is “no actual business activity". I've said this for years and people always kind of poo pooed me or burned me for bringing it up, even in a one-to-one professional setting, I have said, look, if the corporation is just sitting there holding a house or something, and it doesn't do anything, at some point folks are going to start asking, "what's the point of this?" And again, in light of the fact that Thailand has restrictions on foreign land ownership as well as has specific provisions illegalizing nominees, if you can't show that anything is actually going on over a long-term operation of a business and all it's sitting there doing is holding property and making proforma filings to that end, you are going to be in a situation where you could find yourself being not only investigated and scrutinized, but also seeing a situation where they say, "hey look, this isn't legitimate", and there are circumstances where they could dissolve the company and seize the land; not a place you want to put yourself in. 

So for those looking at setting up a business in Thailand, or for those looking at property ownership or benefits of property ownership, there are other options: condo ownership for example or other instruments for usage of property like leases, Usufructs, it may not be a terrible idea to contact a legal professional, gain some insight and guidance into how best to proceed.