How to review a Thai property portfolio properly.

Why the inventory comes first

A portfolio built over fifteen years is rarely built to a plan. A condominium bought early, a villa added later through a company, a plot next door acquired because it became available, a lease taken over a beach frontage, perhaps a second company because a different adviser preferred it. Each acquisition made sense at the time and each was handled by whoever was closest to it. The result is a set of holdings that no single person has ever seen laid out on one page.

That is a problem before it is a legal problem, because a lawyer cannot advise usefully on a picture nobody has assembled. The first stage of any review is therefore administrative rather than legal: build a complete and accurate inventory. It is unglamorous work, it usually takes longer than the owner expects, and it is the stage most often skipped, which is why so many reviews stall halfway through.

Inventory by title and by holding form

Every asset should be recorded twice: once by what it is, and once by how it is held. What it is means the title document and its identifying details, the location and area, and the physical nature of the asset. In Thailand the title type matters a great deal, because chanote, the full title deed, sits at the top of a hierarchy that descends through lesser documents with weaker rights and less certain boundaries. An asset held on a document that is not a chanote raises questions before ownership structure is even considered.

How it is held means the legal form: a personal name, a Thai company, a registered lease, a usufruct or other registered right, a condominium unit in foreign freehold, or something the owner cannot immediately describe. That last category is more common than it sounds and should be recorded honestly rather than guessed at. If nobody in the family can say with certainty how a particular villa is held, that fact is itself the most important line in the inventory.

Map assets to structures, not structures to assets

The second stage is to draw the map the other way round: for each holding entity, list every asset inside it, every shareholder, every director, and every loan or intercompany balance touching it. Owners are frequently surprised here. Two assets they thought sat in separate vehicles turn out to share a company. A company they had forgotten still exists and still holds something. A director who resigned years ago is still on the record because the amendment was never filed.

This mapping matters because exposure travels with the entity, not with the asset. If three properties sit inside one company, a question about that company reaches all three at once. Owners who assumed their holdings were compartmentalised often find, on doing this exercise, that they are not. Where that is the case it is worth knowing before choosing a route, since it changes both the sequencing and the cost of anything that follows.

Rank by exposure

With the map complete, the assets can be ranked. Exposure ranking is a judgement about which holdings would raise the most questions on examination, and it is made on facts rather than on feeling. A condominium held in personal name with a clean foreign exchange transaction record sits at one end. A land-holding company with dormant filings, unexplained shareholder capital and a large loan from the foreign shareholder sits at the other. Most portfolios contain both, plus several holdings in between that need a lawyer's eye to place.

Two practical factors shift an asset up the ranking regardless of its structure. The first is whether an amendment filing is likely to be needed soon, since that is now a point of examination. The second is whether any event is already in motion: a sale under negotiation, a bank review, an estate, a dispute. Anything already live belongs at the top of the list, because the timetable is no longer the owner's to set.

Rank by liquidity

The second ranking is commercial. How quickly could each asset be sold at a price the owner would accept, and what would a sale actually involve. A well-located condominium in a building with foreign quota available may be genuinely liquid. A large villa on a resort island in a low season, held through a company that a careful buyer's lawyer will want to examine, is not liquid in the same sense at all, whatever the valuation says.

Ranking by liquidity alongside exposure produces the information the owner actually needs, because the two rankings rarely align. The most exposed asset is often the least liquid one, which is precisely why it needs the longest runway. Holdings that are both low in exposure and high in liquidity can usually be left alone. Holdings that are high in exposure and low in liquidity determine the shape of the whole programme.

Sequence the work

Sequencing is where a review becomes a plan. The ordinary sequence runs: complete the inventory, obtain a legal opinion on the highest-exposure holdings first, deal with anything already live, then work down the list. Valuations are commissioned where a route may involve a sale or the introduction of a partner. Accounting and tax input is brought in before decisions are made rather than after, because the tax consequences of a transfer, a lease registration or a share sale can materially change which route is preferable.

• Assemble the documents for every asset before instructing anyone, so counsel is not working from fragments.
• Take legal advice on the highest-exposure holdings first, and on anything with a live event attached.
• Obtain independent valuations where any route may involve a sale, a transfer or a new investor.
• Bring accounting and tax advice in at the decision stage, in Thailand and in the owner's home country.
• Agree a written sequence with dates, and review it as advice arrives rather than at the end.
• Keep the family or co-owners informed throughout, since several routes require their agreement.

What this stage is not

A portfolio review is a factual and organisational exercise. It does not produce legal conclusions, and nobody who is not a qualified Thai lawyer should be drawing them. The inventory tells you what you have; it does not tell you whether any particular holding is lawful, and an owner who reaches that judgement themselves on the basis of a spreadsheet is likely to be wrong in one direction or the other.

Nor is it an exercise in adjusting anything. Documents are gathered as they are, records are recorded as they stand, and gaps are noted as gaps. Where an owner suspects that a holding may already be exposed, the only appropriate step is to instruct qualified Thai counsel immediately and to give them the complete history, including whatever is missing or uncomfortable. Counsel who are told everything can advise; counsel who are told part of the story cannot.

Asia Global Partners is a private office and not a law firm, and gives no legal advice. Where a client asks, the office runs the inventory and mapping work, convenes the Thai counsel, accountants and valuers who provide the professional opinions, and holds the sequence together as a single accountable relationship. The legal judgements belong to the lawyers, and the decisions belong to the client.

This article is general information about how to organise a 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 holdings, and verify title particulars and registered rights with the Land Department before relying on any inventory.

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.