The documents to assemble before a structure review.

Why the file matters as much as the lawyer

A structure review is an exercise in establishing facts. The facts live in documents: what the title says, who the shareholders are, where the money came from, what was promised privately and what was filed publicly. Counsel who receive a complete file can form a view in weeks. Counsel who receive fragments spend months chasing the rest, at the client's expense, and give provisional answers in the meantime.

Two rules apply to the whole exercise. Gather documents as they are, including the ones that are unhelpful, and note honestly what is missing rather than filling a gap with an assumption. Nothing should be amended, recreated or brought into order before counsel sees it. A gap in a file is information; a gap that has been filled in is a problem.

Title documents

The foundation of any review is the title. For land, this means the chanote or other title document, together with a current official search showing the position today rather than at purchase. The title type matters in itself, since a chanote carries the strongest rights and clearest boundaries, and lesser documents carry weaker rights and less certainty. For a condominium, it means the unit title, and the details of the building's foreign ownership quota position.

The search also shows what has been registered against the title: leases, usufructs, superficies, mortgages, servitudes and other encumbrances. Owners are sometimes surprised by what appears there, and occasionally by what does not, particularly where a right they believed had been registered was never in fact registered at all.

Leases and registered rights

Where a lease exists, counsel needs the executed lease, evidence of its registration, and the registered term as recorded rather than as described in the marketing. Any renewal agreement, option or side letter should be included, together with anything the landowner signed personally. The point of collecting these is to establish what is a registered right binding on a successor and what is a contractual promise dependent on a particular person.

The same applies to usufructs, superficies and rights of habitation. Each should be produced with its registration evidence, its term, and the identity of the grantor. Where the grantor is a spouse, a relative or a Thai company, the relationship between grantor and holder is itself relevant, and counsel will want to understand it.

Company records

For any holding company, the core set is the current affidavit, the memorandum and articles of association, the shareholder list, and the register of directors. These establish what the public record says today. Alongside them, counsel needs the share certificates, the history of share transfers with their dates and consideration, and the minutes of shareholder and board meetings.

Accounts, filings and tax

Audited accounts for the available years, the annual filings made at the Department of Business Development, and tax returns and receipts together show whether the company has behaved as a company and where value has moved. The balance sheet is particularly important, because it records shareholder loans, retained earnings and the treatment of the property itself. Dividend history shows whether the Thai shareholders have received distributions and kept them.

Where filings are overdue, that should be recorded as it is. Overdue filings carry their own penalties and mean the company will need a catch-up or amendment filing, which since 1 April 2026 is a point at which the Department of Business Development applies source-of-funds verification. That timing consideration is a matter for counsel to advise on, not something to resolve administratively before advice is taken.

Evidence of funds

This is the category owners most often overlook and counsel most often needs. For a condominium held in foreign freehold, the foreign exchange transaction record issued by the receiving Thai bank evidences the remittance of purchase funds from abroad in foreign currency, and it supports both the original registration and any future sale. It should be retained permanently, and a copy obtained from the bank if it has been lost.

More broadly, counsel needs to understand how the purchase was funded: which accounts the money came from, in whose name, on what dates, and how it reached the seller. Where a company was used, the same question applies to the paid-up capital, and to whether the shareholders contributed funds that were genuinely their own. Bank statements, transfer confirmations and remittance advices are the evidence here. Where they cannot be located, that should be stated plainly to counsel rather than described approximately.

Loans, security and private agreements

Every loan agreement should be produced: shareholder loans into the company, loans between the shareholders, mortgages, and any security granted. Counsel needs the terms, the repayment history, whether interest has actually been paid, and what remains outstanding. These documents bear directly on where the economic interest in the property sits, and they are among the first things a buyer's lawyer or a bank will ask for.

Private agreements must be included too, whatever they contain: declarations of trust, undated share transfer instruments, signed but undated resignation letters, side letters, and any written understanding about how the arrangement was to work. Owners are often reluctant to hand these over. They should. A lawyer advising without sight of them is advising on a different case, and the client will discover the difference at the worst moment. These documents must not be destroyed or altered.

Correspondence, and handing the file over

Finally, the paper trail around the arrangement. Correspondence with the agent, the developer, the law firm or corporate service provider that created the structure, the accountant, and the bank. Reservation forms and sale and purchase agreements. Any written advice received at the time, including advice that now looks wrong. Together these establish what the owner was told, when, and by whom, which can matter both to the owner's position and to any question of recourse.

It is also useful to prepare a simple written chronology: who introduced the structure, who the Thai shareholders are and how they were found, who has held the records over the years, and what the owner remembers being told. Memory is a legitimate part of the file, provided it is labelled as memory rather than presented as record.

The file should go to a qualified Thai lawyer instructed by the owner, independently of anyone who was involved in creating the structure. It should go complete, with a note of what is missing and why. Where an owner already believes there may be exposure, the instruction should not wait for the file to be perfect; counsel can begin with what exists and direct the search for the rest.

Owners should also give their advisers at home the same picture, since any route chosen will have consequences under their own country's tax and reporting rules. Asia Global Partners is a private office and not a law firm, and gives no legal advice. Where a client asks, the office assembles and indexes this file, obtains searches and copies where originals have been lost, convenes the Thai counsel, accountants and valuers required, and remains the single accountable relationship while each of them forms an independent view.

This article is general information about preparing for a professional review and is not legal advice. Asia Global Partners is a private office and not a law firm. Instruct independent qualified Thai counsel on your own facts, and obtain current title searches from the Land Department and current company particulars from the Department of Business Development.

This briefing is general information, not legal, tax or investment advice. Thai rules change frequently and individual cases differ. Verify current requirements with the relevant authorities, including the Immigration Bureau, the Board of Investment, the Land Department, the Department of Business Development and the Revenue Department, and take advice on your own facts before acting.