Better-than-Freehold™ FAQs – Common Legal Questions

BtF™ is an institutional-grade legal and financial framework that allows foreign investors to securely hold, use, and profit from property in Thailand. It replaces risky "nominee" structures and weak standard leases with a Securitised Lease, a fully legal 30-year registered lease supercharged with corporate security (mortgages, share pledges) held by an offshore, regulated trustee.

No. A standard lease is a simple contract that often expires upon the death of the lessee (the renter) and offers no guaranteed renewal or financing. BtF™ is a securitised asset. It includes a 1st charge mortgage, a share pledge, and a secured Option Agreement that guarantees your right to renew, participate in a sale for profit, or pass the asset to your heirs.

Because it offers the economic benefits of freehold but with superior protection. Unlike a Thai nominee structure, which is now subject to the April 2026 'Triple-Lock' enforcement (criminal penalties for false investment confirmations), BtF™ is 100% legal, tax-optimised for offshore exits, and shields you from the liabilities of failing nominee companies.

Yes, 100%. The structure was designed with advice and contract drafting by Nishimura & Asahi (a Tier 1 Thai and international law firm) to be fully compliant with the Thai Civil and Commercial Code, the Foreign Business Act, and the Land Code. All contracts are registered with the relevant Thai authorities.

BtF™ is designed to provide all the economic benefits of freehold ownership without the legal risks. Through the securitised lease and option agreement, you gain long-term, renewable use rights indefinitely, the right to participate in the freehold appreciation upon sale, and a secure, financeable asset that can be passed down through generations. This structure ensures your wealth is preserved and can grow, similar to freehold, but with superior legal protection.

A Trust (specifically, SPH Trustees Ltd, a regulated offshore trust company) is used to provide an independent, robust, and legally segregated entity to hold your beneficial interest rights in the property. This offshore structure offers superior asset protection, ensures seamless succession planning, and enables tax-optimised exits, all while operating under strict international regulations.

You, as the Beneficial Owner, establish a Trust with SPH. SPH then acts as the legal Lessee on your behalf, signing the 30-Year Registered Lease and the Option Agreement with the Thai Lessor (TIN). SPH also holds all the security (1st Charge Mortgage, Share Pledge) against the Lessor to protect your investment. You hold rights over the property as the "Master Licensee."

Yes. Each individual Trust established with SPH Trustees Ltd has its own dedicated bank account. This ensures complete segregation of your funds and assets, providing transparency and an additional layer of security and auditability.

The system relies on three independent pillars: • The Lessor (TIN Network): A professional Thai company with a high paid-up capital status. This institutional substance is critical under the April 1st rules, as it allows TIN to satisfy the mandatory DBD financial audits required to acquire property assets from closing nominee companies • The Trustee (SPH Trustees Ltd): A regulated offshore trust company (Labuan, Malaysia) that holds the lease and all security on your behalf. • The Security Agent (CBSA): A network of Thai law firms that independently monitor and enforce the structure and protect your rights without needing to go to the Thai courts if there is a dispute.

Oversight is provided by multiple independent parties. The offshore Trustee (SPH Trustees Ltd) is regulated by the Labuan Financial Services Authority (LFSA). The onshore Security Agent (CBSA), a Thai lawyer led network of Thai law firms, independently monitors and enforces the structure. Your own legal advisor also plays a crucial role in providing professional advice and overseeing asset purchase and registration.

It is a standard registered lease that has been "wrapped" in financial security. This means the Thai landlord (Lessor) grants your Trustee (SPH) a 1st Charge Mortgage over the property and a Share Pledge over their company. If the landlord ever defaults on the contract, your Trustee already holds the keys to the property and the company.

This is a separate, secured contract that gives you the right to demand a new 30-year lease at the end of the term or direct the sale of the freehold property and keep the profit. This ensures your investment doesn't "depreciate" as the lease term gets shorter.

Yes, the Option Agreement is 100% legal and enforceable under Thai law. It is lodged on the land file with the Thai Land Office and is guaranteed by a 1st Charge Mortgage and a Share Pledge over the Lessor company. This robust security package ensures your rights to demand a new lease, direct a freehold sale, or pass on the asset are legally protected and cannot be unilaterally revoked.

A Superficies allows you to legally own a building structure for 30 years or life, separate from the land it sits on. It's a real right registered on the land. However, you cannot easily place a mortgage on a building you own via Superficies (unless through a trust). At the end of the term, the landowner can demand the building be removed. BtF™ offers superior security, tax efficiency, and guaranteed renewal/sale rights because it focuses on securing the underlying land rights and financial mechanisms, rather than just building ownership.

A Sap-Ing-Sith is a legal right that allows you to own, buy, and sell land and buildings for a limited 30-year term. While it provides a form of ownership, it is strictly for a single 30-year period. Unlike BtF™, there is no legal mechanism for guaranteed renewal of the Sap-Ing-Sith, nor does it provide the same level of protection for the underlying land. At the end of the 30 years, your rights expire, and you would need to negotiate a new arrangement with the landowner, which is not guaranteed and can be costly. BtF™ is designed for long-term security, offering guaranteed renewal options and robust protection for your investment beyond the initial 30-year term.

A Usufruct is a personal right to use and enjoy property, but it cannot be sold or easily mortgaged, and it typically terminates upon the death of the usufructuary. It offers limited investor control, restricted income rights, and poor long-term security. BtF™ provides significantly superior investor control, secure income rights (through index-linked leases), and robust long-term security (through rights of renewal, freehold appreciation, and succession planning), making it a far more comprehensive and secure solution.

A "Collective Control" Protected Leasehold relies on foreign buyers collectively holding shares in an offshore company that, in turn, holds a minority stake (49%) in a Thai land-owning company. The aim is to control the Thai entity and secure lease renewals. However, this structure is now highly vulnerable to the April 1, 2026 "Triple-Lock" enforcement of the Foreign Business Act, which targets such "look-through" nominee arrangements with severe penalties, including asset seizure. Furthermore, recent Supreme Court rulings confirm that 'automatic' lease renewals are mere contractual promises, not enforceable property rights, making them precarious if the land-owning company faces legal issues. BtF™ offers superior security through an Asset-Only Model with a Securitised Option backed by a 1st Charge Mortgage, and Individual Fiduciary Protection via a regulated offshore trust, ensuring robust, future-proof ownership. (A more detailed analysis is available on request).

You don't have to take our word for it. The BtF structure has been independently validated by tier-one professional firms like Nishimura & Asahi (for Thai law) and Mazars (for tax compliance). All contracts are publicly registered at the Thai Land Office and DBD. CBSA (Clear Blue Security Agents), an independent security agent, holds the physical title deeds and registered security. SPH Trustees is regulated by the Labuan Financial Services Authority (LFSA). No single entity can act unilaterally to transfer or encumber your property. The structure's transparency means trust is built into the legal architecture itself.

No single entity "guarantees" any legal structure; that's not how law works. What exists is better: independent validation by multiple tier-one firms and regulatory oversight by established authorities. The BtF legal framework has been designed and drafted by Nishimura & Asahi with a formal legal opinion, and tax-reviewed by Mazars. The offshore entities are registered, authorised and regulated by the Labuan Financial Services Authority (LFSA). We encourage clients to commission their own independent legal opinion.

Yes, absolutely, and we encourage it. All contracts used in the BtF structure will be registered publicly at the Thai Land Office and DBD. Clients and their independent legal advisors can review the complete suite of BtF contracts, commission their own independent legal opinion, verify registrations directly, and request certified copies of documents from CBSA. The structure was designed to be fully transparent.

No company is guaranteed to last forever, which is why failure is "baked into" the BtF™ design. The structure is "de-coupled”, your rights are not dependent on the survival of any single company. If one party fails, the others have the legal power and "step-in rights" to replace them or liquidate the asset to protect your capital.

Your investment is safe. Because your Trustee (SPH) holds a 1st Charge Mortgage and a Share Pledge, you are a 'secured creditor.' TIN’s high-capital base is specifically designed to provide institutional stability. In the unlikely event of insolvency, the Security Agent (CBSA) can exercise 'step-in rights' to transfer the freehold asset to a new 'Safe Harbour' company, ensuring your lease and options remain intact

The Master Security Agreement allows the Trustee and Asset Manager to appoint a new independent agent. The system also uses TAI (Thai Arbitration Institute) as a legal backstop to ensure a replacement is appointed without lengthy court battles.

Labuan Trust Companies are strictly regulated by the LFSA. Your property is "segregated," meaning it is not part of the Trust Company's own assets and cannot be claimed by their creditors. The Labuan Trusts Act 1996 ensures a replacement licensed trustee is appointed to continue managing your trust.

The BtF structure is specifically engineered to prevent asset seizure. Seizure typically occurs from illegal nominee companies, money laundering, or tax evasion. BtF is protected because it has no nominee element, is fully AMLA compliant, ensures tax compliance (Mazars review), and uses registered security (mortgages and pledges) to prevent other creditors from jumping ahead. CBSA can also ‘Lift & Shift’ assets to a 'Safe Harbour' company if they come under attack.

The insurance covers several layers: CBSA is insured and audited, the TIN group has its own insurance policies for various risk events (through Bangkok Insurance Plc.) and property insurance is standard for each underlying property and BtF customer. The Insurance cover you have is an expanded home insurance policy (damage, contents and normal risks etc.) but also protects you from third party liability claims, e.g., the property is rented out for a month and the person renting it falls down the stairs and injures themselves and tries to sue you. If the legal structure fails and SPH defaults, the LFSA steps in, and trust assets belong to you. If TIN defaults, CBSA enforces the mortgage and pledge. If CBSA were compromised, the registered contracts at the Land Office remain independently enforceable. Your rights are registered, enforceable, and backed by multiple overlapping protections.

This scenario has been designed for from the outset. The structure uses established and accepted standard legal instruments (registered leases, options, mortgages, pledges) that align with Thai law and Supreme Court judgments. Regulatory changes (like DBD Order No. 2/2568 and AMLA amendments) target non-compliant nominee structures; BtF has zero nominee indicators. The structure undergoes ongoing legal review and includes CBSA’s Safe Harbour mechanism to relocate assets if threatened. Registered security prevents administrative seizure, and the political direction favours compliant investment.

BtF™ is the solution to the crackdown, not the target. The April 1, 2026 DBD enforcement targets illegal nominee companies through Form PorOr.1 (Sworn Investment Confirmation) and 6-month bank statement audits. By moving from an 'at risk' structure to BtF™ via a direct asset sale, you are legally exiting a non-compliant structure and moving into a framework that has already passed these new institutional substance requirements.

Timely payments, especially for insurance and lease annuities, are crucial. If an investor faces difficulties, they can explore options such as borrowing against the property or selling their beneficial interest. Unlike traditional Thai company structures or simple leases, the BtF™ framework is designed to avoid termination or strike-off due to minor defaults, offering a more resilient and flexible solution for investors.

Yes. Because BtF™ removes the legal risks of nominees and securitises the lease, the asset becomes "bankable." SPH’s parent company operates Private Credit Funds that provide up to 50% Loan-to-Value (LTV) financing for acquisitions or refinancing.

You simply sell your "Beneficial Interest" in the offshore trust to a new buyer. This can happen offshore, meaning zero Thai income tax or land transfer tax on the resale. It is fast, confidential, and maximises your return. BtF™ cannot however provide tax advice, you should still speak with a professional about your individual circumstances as the proceeds or gains from any transaction may be taxable for you.

As of April 1, 2026, this is extremely high-risk. The DBD now requires all Thai shareholders in companies with foreign directors or 'at-risk' profiles to sign Form PorOr.1, a sworn statement confirming they used their own earned funds to buy the shares. They must also provide 6 months of bank statements. For most nominee structures, this is impossible to satisfy without committing perjury. BtF™ avoids this by acquiring the property asset directly, which is a standard commercial transaction that does not trigger these specific nominee audits.

When a beneficial interest (BI) in the offshore trust is assigned from one investor to another, the transaction occurs offshore in Labuan. As this is a sale/transfer of a non-Thai asset, no Thai transfer taxes, stamp duty, or withholding tax are payable. This is a key feature of how offshore trust reassignment operates under the Revenue Code.

Unlike a standard lease which may terminate, the BtF™ lease is held by a corporate Trust. When you set up your Trust, you simply name your heirs as the "Beneficial Owners" of the trust if your time has passed. The transfer is automatic, happens offshore, and avoids the Thai probate court system entirely.

The typical implementation timeline is 8 to 12 weeks, including all due diligence, KYC/AML checks, and government registrations.

BtF does not "sell the condo quota." The 49% foreign ownership quota under the Condominium Act is for direct freehold ownership. BtF operates through registered leases and trust structures, providing secure property rights without requiring freehold ownership or consuming the condo quota. BtF enables secure property rights where the condo quota is exhausted or for landed property where foreign freehold is unavailable.

While selling a beneficial interest offshore (BI reassignment) is not subject to Thai transfer taxes, standard Thai taxes and fees apply if a freehold sale occurs at the Thai Land Office. BtF provides a mechanism where certain transactions (BI reassignment) occur outside the Thai tax jurisdiction, leading to "tax-efficient resale”. BtF™ cannot however provide tax advice, you should still speak with a professional about your individual circumstances as the proceeds or gains from any transaction may be taxable for you.

BtF™ is designed to be highly tax-efficient under current Thai regulations, particularly for offshore assignments of beneficial interest, which are generally free from Thai transfer taxes. However, your personal tax residency is a critical factor. While BtF™ provides a tax-optimised structure, foreign nationals should always seek specific tax advice from qualified professionals in their country of residency to understand the implications for their individual circumstances. SPH has partners in major tax planning firms who can assist.

Traditional BVI or offshore holding structures typically hold shares in Thai nominee companies, which are now explicitly targeted by the Thai government as illegal. These structures carry extremely high legal risk, are non-compliant, and lack long-term enforceability, often leading to asset seizure and criminal charges. BtF™, in contrast, is 100% Thai-compliant, uses registered leases and robust security, and is designed to be immune to nominee crackdowns, offering superior legal protection and enforceability.

We believe there have been multiple cases where owners of offshore holding companies linked to Thai nominee structures have received inquiries from the Thai Revenue Department (TRD) and other agencies. This underscores the increasing scrutiny and risk associated with non-compliant structures, further highlighting the need for a fully compliant and transparent solution like BtF™.

The costs associated with BtF™ over time, are comparable to maintaining a Thai company for property ownership. Upfront setup costs typically include legal fees for due diligence, trust establishment, and registration of the securitised lease and security package. Ongoing annual costs cover trustee fees, security agent fees, and property-related expenses (e.g., insurance, property tax). Transaction-related fees, such as option premiums and resale profit shares, are structured to align with the benefits of the BtF™ model. While specific figures depend on the property value and complexity, BtF™ is designed to be a cost-effective solution that saves considerable sums in the long term by avoiding tax and legal risks associated with other structures. Typical upfront fees range from circa THB 250-500k with annual fees ranging from circa THB 70-120k (again depending on individual circumstances, complexity asset type and value).