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SUMMARY
Are Thai company-owned villas in Koh Samui still safe? Yes, when the Thai company is genuine; nominee-based structures are now much riskier because authorities are actively checking who really funded, controls and benefits from the company.
The current crackdown is targeted rather than indiscriminate. In the latest large Koh Samui screening, more than 8,000 companies had foreign shareholders, but investigators narrowed the field to 875 with possible nominee characteristics and then focused on a far smaller group.
The old 51% Thai / 49% foreign formula no longer tells owners much on its own. What matters is whether the Thai majority can prove its investment, exercise real shareholder rights and show an economic interest consistent with the ownership recorded on paper.
The strongest risk indicator is often the money trail. Thai shareholders who supposedly invested substantial capital but cannot show where it came from create a much bigger problem than foreign participation itself.
Small private villa companies are not invisible. Shared shareholders, repeated company addresses and incorporation firms connected with dozens or hundreds of foreign-linked companies can make even a one-villa structure easy to identify inside a wider network.
Foreign financing is not automatically the problem. A properly documented shareholder loan can be legitimate; routing foreign money through Thai shareholders so they appear to have funded the majority stake is the kind of arrangement investigators are trying to uncover.
Time does not cure a weak structure. A company that has existed for ten or fifteen years is safer only if its accounts, capital contributions, shareholder history, tax filings and actual governance still make sense when reconstructed from the beginning.
Land Office registration is important proof of title, but it is not a permanent legal shield. Authorities can later compare the registered ownership with bank flows, company records, shareholder capacity and the real pattern of control.
The downside can be serious. A nominee arrangement can lead to criminal proceedings, orders to unwind the structure and, in land cases, a statutory disposal process rather than a simple administrative fine.
A registered 30-year lease can be legally cleaner for a foreign buyer who would otherwise rely on nominees, but it trades ownership risk for tenure risk. The Supreme Court's treatment of pre-arranged 30+30+30 renewals makes it harder to pretend that a 30-year lease is the same thing as secure 90-year ownership.
The practical test is straightforward: the shareholders, money, documents, voting rights and economic benefits should all tell roughly the same story. If the Thai majority disappears once the money is traced, the company is exposed even if the paperwork looks tidy.
The conclusion is sharper than the headlines. Thailand is not treating every foreign-linked villa company in Koh Samui as illegal, but the old model where a foreign buyer provides the money and a lawyer supplies the Thai majority is now a genuinely high-risk structure.
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Why are Thai company-owned villas in Koh Samui getting so much attention right now?
Thai company-owned villas in Koh Samui are under much heavier scrutiny today, and the latest enforcement numbers show that authorities are actively looking for nominee structures rather than simply issuing warnings.
The latest large police operation gives us the clearest picture so far. Royal Thai Police analyzed 12,906 active juristic persons registered on Koh Samui. Of those, 8,254 had foreign shareholders and 875 showed characteristics that justified further nominee screening.
Investigators then narrowed those 875 companies down dramatically. After comparing company records, shareholders, business activity and other information, they focused on 61 companies and company-formation operators. Those targets were connected with 42 plots of land and buildings worth around 1.5 billion baht.
The investigation led to 60 criminal cases involving 88 suspects, including 26 Thai nationals and 62 foreigners. Police obtained 37 search warrants and 62 arrest warrants for foreign suspects.
Those numbers show serious enforcement, but also selective enforcement. More than 8,000 companies had foreign shareholders, while only a much smaller group became the focus of that operation. Foreign involvement alone therefore tells us very little about whether a villa company is in danger.
| Koh Samui company screening | Companies | Share of 12,906 active entities | What happened |
|---|---|---|---|
| Active juristic persons analyzed | 12,906 | 100% | Starting universe |
| Companies with foreign shareholders | 8,254 | 64.0% | Foreign involvement identified |
| Possible nominee characteristics | 875 | 6.8% | Further investigation justified |
| Main companies/intermediaries targeted | 61 | 0.47% | Enforcement focus |
| Criminal cases opened | 60 | 0.46% | Cases brought after investigation |
Is owning a Koh Samui villa through a Thai company actually illegal?
Owning a Koh Samui villa through a Thai company is still legal when the company genuinely qualifies as Thai and the Thai shareholders are real investors rather than stand-ins for a foreign owner.
Thailand's Land Code sets the basic ownership limits. A limited company can be treated as foreign for land-ownership purposes when foreigners hold more than 49% of its registered capital or when foreigners make up more than half of its shareholders.
That explains the familiar 51% Thai / 49% foreign structure found across Koh Samui.
The percentage gives us only part of the answer today. Thai authorities can investigate whether the Thai majority actually invested its money, understands its ownership, exercises genuine shareholder rights and receives the economic benefits that would normally come with owning the majority of a company.
A straightforward example makes the distinction clearer. Imagine a company where two Thai business partners genuinely invest 5.1 million baht and a foreign partner invests 4.9 million baht. They operate the company together and the company buys land. That can be a normal Thai company with foreign participation.
Now imagine that the foreigner provides all 10 million baht, gives part of that money to two Thai people so they can appear to purchase 51% of the shares, controls every decision and ultimately receives all the benefits from the villa. That second arrangement creates a much harder legal problem.
The paperwork may show the same 51/49 split in both cases. The economics behind the paperwork are completely different.
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Is a 51% Thai / 49% foreign villa company still enough today?
A 51/49 shareholding split can still work, but today it offers very little comfort unless the Thai 51% can be explained and documented properly.
This has become one of the biggest changes for foreign villa owners in Koh Samui. For years, buyers were often told that keeping foreign ownership below 50% solved the land-ownership question. Current Land Department procedures go much deeper.
Department of Lands guidance allows officials to ask where Thai shareholders obtained the money used to purchase their shares. Evidence can include bank statements, employment information, salary records, loan agreements and other proof showing that the investment was genuinely theirs.
Officials can also examine how the company financed the land purchase. Where a company buys land worth substantially more than its registered capital without an obvious mortgage or other normal financing, it can be asked to explain the source of the money.
Scrutiny has tightened further lately. Current Land Department instructions call for detailed examination of transactions involving land worth at least 5 million baht or cash payments of at least 2 million baht when foreign shareholding, foreign directors or other nominee concerns are present. Investigators can examine the buyer's occupation, income, financial position and source of funds.
A 51/49 company with a clean financial trail remains defensible. A 51/49 company built around borrowed names is much easier to challenge now.
What makes a Koh Samui villa company look like a nominee company?
A Koh Samui villa company starts looking dangerous when the Thai majority exists mainly on paper while the money, control and benefits all point back to the foreigner.
Recent investigations show what authorities are actually looking at.
One obvious warning sign is financial capacity. If a Thai shareholder supposedly owns several million baht of shares but earns a modest salary and cannot show where the investment money came from, investigators have a reason to dig further.
Repeated shareholders are another clue. In Koh Samui investigations, authorities have found individuals appearing as shareholders across dozens of foreign-linked companies.
A major DSI operation recently exposed an even larger pattern. Investigators examined a Koh Samui legal office connected with more than 150 companies. More than 100 companies used the office as their registered address, and people linked with the office repeatedly appeared as shareholders.
DSI found that more than 101 of the associated companies held real estate or other assets worth about 795 million baht at their original transaction values. Investigators said financial tracing indicated that the real capital behind the companies came from foreigners.
We would therefore pay particular attention to who paid for the Thai shares, how often those shareholders appear in other companies, who controls important decisions, who benefits economically and where the original land-purchase money came from.
| What investigators can examine | More reassuring | More worrying |
|---|---|---|
| Thai share capital | Paid from documented Thai funds | Ultimately funded by foreigner |
| Thai shareholders | Genuine investors or partners | Employees, agents or recurring proxy names |
| Company decisions | Real participation by shareholders | Foreign beneficiary controls everything |
| Economic benefits | Match actual ownership | Almost entirely flow to foreigner |
| Land financing | Clear company funding trail | Unexplained foreign money |
| Registered address | Normal business premises | Same address used by large nominee network |
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Does owning the Koh Samui villa company for ten years make it safer?
Owning a Koh Samui villa through the same company for ten or fifteen years helps only when that long history shows genuine business activity and genuine Thai ownership.
Time by itself provides little protection.
A company with ten years of coherent accounts, tax filings, dividends, shareholder meetings, documented capital contributions and real Thai investors has accumulated useful evidence. The history helps because the company's behavior supports the ownership recorded on paper.
A shell company can also survive for ten years. Imagine two Thai shareholders who never paid for their shares, never attended a meaningful meeting and barely know what property the company owns. Ten years without an investigation does very little to repair those facts.
Current enforcement makes this especially relevant because authorities are investigating existing companies rather than limiting scrutiny to newly registered entities.
The useful test is whether the company's financial and corporate history still makes sense when reconstructed from incorporation until today.
Can a small one-villa company still get caught if a lawyer supplied the Thai shareholders?
Yes. A small Koh Samui villa company can still be investigated today, especially when the Thai shareholders, registered address or company-formation agent connect it to a wider nominee network.
Large developments naturally attract attention. A hillside villa project covering thousands of square metres, receiving large international transfers and operating multiple rental units creates a visible footprint.
The newer enforcement model also catches quieter structures.
A small company can stand out because its Thai shareholder appears in 40 other companies. Another may share an address with 100 unrelated foreign-controlled businesses. Another may have registered capital of 2 million baht but somehow purchase a 25-million-baht villa without a clear loan or financing trail.
That makes the intermediary increasingly important. As seen above, one recent DSI investigation found a single Koh Samui law office connected with more than 150 companies. More than 100 companies were registered at the same address, while people linked with the office repeatedly appeared as shareholders.
Another Koh Samui investigation uncovered an individual appearing as a shareholder across 87 companies.
For an existing owner, we would want to know who the Thai shareholders actually are, whether the owner has ever met them, how they paid for their shares, whether they understand the company and how many other companies contain the same names.
A small villa probably attracts less attention than a huge development when everything else is equal. But using the same shareholders or incorporation network as dozens of other foreign buyers can make a supposedly private structure surprisingly easy to identify.
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Is foreign money used to buy the Koh Samui villa a problem?
Foreign money can legitimately finance a Thai company, but villa owners should be able to explain exactly how that money entered the company and what legal role it played.
The source of funds has become one of the most important parts of nominee investigations.
There is a big difference between a documented foreign shareholder loan to a legitimate Thai company and money quietly passed to Thai shareholders so they can pretend to have purchased the majority stake themselves.
Suppose a foreign shareholder lends a Thai company 15 million baht under a proper loan agreement, the loan appears in the accounts and the company's genuine Thai shareholders remain economically independent. The presence of foreign financing alone does not prove nominee ownership.
Now consider a company where a foreign buyer wires 15 million baht, 7.65 million is temporarily routed through Thai shareholders, those shareholders use the money to acquire their 51%, and the company then buys the foreigner's villa. Investigators have a much more obvious reason to question whether the Thai majority ever represented real ownership.
The Department of Lands' own guidance asks for evidence showing where Thai shareholders obtained their investment money. It also allows officials to examine bank records, loans and foreign-currency transfers used to finance land purchases.
For old Koh Samui companies, tracing the original money can therefore be more revealing than looking at today's shareholder register.
Can special voting rights keep the foreign villa owner in control?
Giving a foreign shareholder unusually strong voting and control rights can create extra risk when those rights make the Thai majority largely meaningless in practice.
Different share classes, shareholder agreements, director rights and secured loans can all exist for legitimate business reasons. Trouble starts when several mechanisms are stacked together solely to give a foreigner complete control while Thai shareholders retain the majority only on the company register.
Older Koh Samui villa structures sometimes included preferred foreign shares, pre-signed share transfers, broad powers of attorney, restrictions preventing Thai shareholders from acting independently and loan arrangements giving the foreign buyer powerful security rights.
Any one provision needs to be read in context. The combined picture matters much more.
If Thai shareholders paid for their shares, participate in the company and genuinely own 51%, special rights may have a commercial explanation.
The company becomes much harder to defend when those shareholders contributed no meaningful money, receive almost no economic benefit and can be removed whenever the foreign beneficiary wishes.
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Could a foreign owner actually lose the Koh Samui land?
Yes. A nominee structure can eventually lead to forced disposal of the Koh Samui land, so the downside goes much further than paying a fine or changing shareholders.
Thailand's Land Code provides a disposal mechanism when land has been acquired unlawfully by a foreigner or held on a foreigner's behalf.
Sections 94 and 96 allow authorities to require disposal within a period set by the Director-General of the Department of Lands. The prescribed period can run from at least 180 days to no more than one year. If the required disposal does not happen, the authorities can move forward with disposal under the statutory process.
Nominee arrangements can also trigger the Foreign Business Act. Section 36 covers Thai nationals or juristic persons who help foreigners circumvent foreign-business restrictions through nominee arrangements, together with foreigners involved in the arrangement.
The potential punishment includes imprisonment of up to three years, fines from 100,000 to 1 million baht, or both. Courts can also order the offending shareholding or business arrangement to end, with further daily fines possible for continued non-compliance.
Recent Koh Samui enforcement shows that authorities are prepared to take cases beyond administrative checks. Police have obtained arrest warrants, conducted searches and opened dozens of criminal cases.
| Problem | Possible consequence |
|---|---|
| Nominee Thai shareholders | Criminal proceedings under Foreign Business Act |
| Land effectively held for foreigner | Disposal process under Land Code |
| Court orders structure terminated | Shareholding or business arrangement must change |
| Failure to comply | Additional daily fines can arise |
| Other rental, tax or employment breaches | Separate proceedings can follow |
Does Land Office registration prove the Koh Samui villa company is safe?
Land Office registration gives a Koh Samui company registered title to the property, but it does not prevent authorities from investigating how that company obtained the land later.
This is one of the easiest points for owners to misunderstand.
A foreign buyer may have created the company through a lawyer, registered it with the Department of Business Development, completed the transfer at the Land Office and received a chanote showing the company as owner. After ten years of completely normal-looking documents, the structure can feel officially approved.
Registration confirms that the transfer went through based on the information and documents presented at the time.
A later investigation can uncover facts that were absent from that original file. Authorities may discover that Thai shareholders received their investment money from the foreign buyer, that the same shareholders appear in dozens of companies or that the company's financing contradicts the ownership arrangement shown in its corporate documents.
The recent Koh Samui police investigation involved cooperation between police, provincial authorities, the Department of Business Development, Department of Lands and Revenue Department. DSI has been conducting parallel nominee investigations using company information and financial tracing.
The chanote remains crucial proof of registered ownership. It cannot make an underlying nominee arrangement lawful on its own.
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Is a real operating Thai business safer than a company holding one foreigner's villa?
A genuine Thai operating business is generally easier to defend because its shareholders, finances and commercial activity give authorities much more evidence that the company exists for a real business purpose.
The difference can be substantial.
Imagine a Thai hospitality company with several shareholders who contributed real capital, employees on payroll, annual revenues, VAT filings, operating expenses, customer contracts and dividends distributed according to share ownership. If that company owns property used in its business, its economic story is relatively easy to understand.
A company incorporated with 2 million baht of nominal capital whose only meaningful asset is one villa occupied by its 49% foreign shareholder presents a thinner story.
However, owners should be careful about trying to manufacture business activity after the fact. Renting the villa to tourists does not automatically solve the ownership problem.
Rental activity can bring another set of rules into play. Koh Samui authorities have investigated villa projects for hotel licensing, employment, taxes and foreign-business restrictions alongside nominee allegations.
One DSI investigation, for example, examined a luxury villa project where units were reportedly rented for around 13,000 baht per night while authorities were also looking at licensing and corporate ownership questions.
A real business can strengthen a legitimate company structure. Artificial rental activity added mainly to make a property-holding company look commercial can create extra problems instead.
Would switching the Koh Samui villa to a 30-year lease be safer?
A properly registered 30-year lease removes the need for a Thai nominee shareholder structure, but foreign buyers then accept the very different risk of holding a time-limited right instead of owning the land.
That trade-off has become clearer after Supreme Court Decision No. 4655/2566.
The case involved a registered 30-year lease accompanied by agreements made at the same time promising another two 30-year periods. The additional 60 years had effectively been arranged and paid for in advance.
The Supreme Court held that those pre-agreed renewals were designed to circumvent Section 540 of the Civil and Commercial Code, which limits a lease of immovable property to 30 years per term. The future renewal provisions were void.
That ruling makes "30+30+30" marketing much harder to treat as the economic equivalent of 90 years of secure tenure.
A normal registered 30-year lease remains a clear legal tool available to foreigners. Its weakness is obvious: the buyer needs to value the property knowing that the registered right has an expiry date.
A genuine Thai company can give the company perpetual land ownership, subject to the company remaining lawful. A lease gives the foreign buyer a direct contractual right without pretending that Thai shareholders own the land.
For buyers who would otherwise need nominees, a clean lease can be much safer legally even though the economics may be less attractive.
| Structure | What the foreign buyer gets | Main risk today | Best fit |
|---|---|---|---|
| Genuine Thai company | Indirect exposure to land owned by company | Thai ownership must be real | Genuine Thai business/investment partnership |
| Nominee company | Effective foreign control disguised through Thai shares | Enforcement and possible disposal | Poor legal position |
| Registered 30-year lease | Registered contractual right | Term eventually expires | Foreign buyer accepting finite tenure |
| Pre-arranged 30+30+30 | First registered term plus promised renewals | Future terms can be void | Much weaker than marketed |
| Foreign-quota condominium | Direct foreign freehold | Condo quota and product type | Condos rather than villa land |
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Can an old questionable Koh Samui company be cleaned up now?
Sometimes, but fixing a questionable Koh Samui company requires repairing the real ownership structure rather than simply replacing two Thai shareholders with two new names.
We would start by reconstructing the company from day one.
That means tracing who funded the original shares, who funded the land purchase, every later capital increase, shareholder changes, director changes, loan agreements, voting arrangements, dividend payments, tax filings and any documents giving the foreign shareholder special control.
Several very different situations can emerge.
One owner may discover that the original Thai shareholders genuinely invested their own money and the company mainly suffers from poor record-keeping. Producing the missing financial evidence could make the structure much easier to explain.
Another owner may find that the shareholders were employees of the company-formation office, never invested anything and signed blank transfer documents when the company was created. That requires a much more serious legal review.
A third company may have started legitimately but changed over time. Perhaps Thai founders sold out, the foreign shareholder began financing everything and the replacement Thai shareholders became passive names on the register.
Changing those names again does very little if the underlying economics remain the same.
The right solution can involve genuine restructuring, a sale, a lease, changes to ownership or another lawful arrangement depending on the facts. Owners facing this situation need Thai legal advice based on the company's actual documents because historical defects can matter even after the current share register has changed.
How can you tell if your Koh Samui villa company is relatively safe today?
A relatively safe Koh Samui villa company should survive one simple test: the people, money, documents and actual control of the company should all tell roughly the same story.
We would begin with the Thai shareholders.
Do they know they own the shares? Did they use their own money? Can they prove where that money came from? Do their incomes and assets make the investment believable? Do they participate in important decisions?
Then we would trace the property money. If the company bought a 20-million-baht villa, where did the 20 million baht come from? Does the answer appear clearly in bank statements, loan documents and accounts?
Control comes next. Who appoints directors? Who can sell the land? Who receives profits? Who bears losses? Who actually decides what happens to the villa?
We would also check the people around the company. A Thai shareholder who genuinely owns part of one business is very different from someone appearing in 60 foreign-owned villa companies. The same applies to registered addresses and company-formation offices.
Finally, the company's purpose needs to make sense. A real Thai operating company should have activity that matches its filings. A private holding structure should still be able to explain why its Thai shareholders invested and what they receive from owning the majority.
| Question to ask | Stronger position | Weaker position |
|---|---|---|
| Who paid for the Thai shares? | Thai investors with documented funds | Foreign beneficiary |
| Who are the Thai shareholders? | Real partners/investors | Staff, agents or recurring proxy names |
| Where did the villa money come from? | Transparent financing trail | Unexplained foreign transfers |
| Who controls major decisions? | Governance makes commercial sense | Foreigner controls virtually everything |
| Who receives the economic benefits? | Benefits reflect ownership | Benefits flow almost entirely to foreigner |
| Why does the company exist? | Credible investment/business rationale | Mainly to hold one foreigner's land |
| Does the history add up? | Accounts, tax and bank records align | Documents and reality conflict |
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Are Thai company-owned villas in Koh Samui still safe?
Yes, genuine Thai company-owned villas in Koh Samui can still be safe today, while nominee-based villa companies have become considerably harder to defend and considerably riskier to own.
The recent enforcement evidence is strong enough for us to draw that line confidently.
Thai authorities are clearly avoiding a blanket attack on every company with foreign shareholders. In the latest Koh Samui screening, more than 8,000 companies had foreign shareholders. Investigators narrowed the possible nominee population substantially before bringing cases against a much smaller group.
Owners using artificial Thai majorities should draw a different conclusion. Current investigations increasingly combine shareholder records, company addresses, financial capacity, bank flows, land records and professional intermediary networks. Weak structures that once survived because nobody connected those pieces are easier to identify these days.
As pointed out above, the latest police operation resulted in 60 cases and 88 suspects, while separate DSI investigations have exposed company-formation networks involving more than 100 entities and hundreds of millions of baht of property.
The underlying nominee rules have existed for years. What has changed most is the ability and willingness to enforce them.
That makes the old Koh Samui formula of "49% foreign, 51% Thai, lawyer handles the rest" a poor basis for judging safety now.
If every shareholder, payment and major decision can be explained with credible documents, the current crackdown is far less threatening than the headlines make it look. If the Thai majority disappears the moment we follow the money, the company is exposed.
So our answer is clear: Thai company ownership in Koh Samui remains viable, but nominee ownership has become a genuinely high-risk way for foreigners to hold villa land. The distinction between those two structures matters more today than the 51/49 percentages printed on the company register.
OUR METHODOLOGY
This analysis tests whether Thai company-owned villas in Koh Samui are still practically defensible under the much more aggressive nominee enforcement now taking place. We separate the legal baseline from the current enforcement environment, then compare both with the financing, shareholder, control and ownership patterns authorities are actually investigating.
We treat foreign participation as a starting fact, not as evidence of wrongdoing. The latest Koh Samui police screening is especially useful because it shows the funnel clearly: 12,906 active juristic persons reviewed, 8,254 with foreign shareholders, 875 showing possible nominee characteristics, and a much smaller group ultimately targeted for cases.
We give the most weight to evidence that reveals economic reality behind the company register. That includes the source of Thai shareholders' capital, their financial capacity, the source of the land-purchase money, recurring shareholder names, repeated registered addresses, voting and director control, and who ultimately receives the economic benefits of the property.
Department of Lands procedures are used to show what officials can ask companies and Thai shareholders to prove, including occupations, sources of share-purchase funds, bank evidence, loans and explanations for land purchases that are large relative to registered capital. The newer enhanced-scrutiny instructions are used to explain why certain foreign-linked transactions can now receive deeper source-of-funds checks.
Recent Royal Thai Police, DSI and Department of Business Development operations are used to understand how enforcement works in practice. We gave particular weight to repeated patterns across investigations, such as company-formation networks, the same Thai names appearing across many foreign-linked entities, shared addresses and financial tracing that points back to foreign capital.
For the legal downside, we rely on the Land Code and Foreign Business Act framework described in the article, including the possibility of a land-disposal process and criminal consequences for nominee arrangements. Supreme Court Decision No. 4655/2566 is used separately for the treatment of pre-arranged 30+30+30 lease renewals.
Key sources used for this analysis include: Thai PBS on the latest Koh Samui nominee screening and cases, the Department of Special Investigation on the Koh Samui company-formation network and property holdings, DSI and DBD on coordinated nominee enforcement in Koh Samui and Koh Phangan, Department of Lands guidance on foreign-linked land registration, Department of Lands guidance relevant to foreign shareholder financing, the Government Public Relations Department on the 2026 DBD nominee-screening programme, the government announcement on tighter company-registration checks, BOI/OSOS guidance on land ownership, and Supreme Court Decision No. 4655/2566 as published by ThaiDeka.
Get to know the market before buying a property in Koh Samui
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