US-Thai Treaty of Amity: How Americans Can Own 100% of a Thai Company

The Treaty of Amity and Economic Relations between the United States and Thailand, signed in 1966, gives American citizens and US-majority companies "national treatment" for most business activities in Thailand. In practical terms, it allows a US-owned Thai company to do most things that the Foreign Business Act would otherwise restrict, through a Foreign Business Certificate (FBC) rather than a discretionary Foreign Business Licence.

1. How the Treaty fits into Thai law#

Section 10 of the Foreign Business Act allows foreigners entitled under treaties to which Thailand is a party to obtain a certificate to operate. The Treaty of Amity is the best-known example. A qualifying company applies to the DBD for an FBC, which is issued if the documents are in order; there is no Committee review of the merits as with an FBL.

2. Who qualifies?#

• Individuals: US citizens.
• Companies: a Thai company in which US shareholders hold the majority of the shares.
• Directors: the majority of the board must be American and/or Thai. If there is a director of a third nationality, that director must sign jointly with an American or Thai director.
• Corporate shareholders: if the majority shareholder is an American company, it must be located in US territory. US majority must also exist at every level of ownership, up to the ultimate parent.
• US companies themselves (e.g. a branch) can also apply.

Dual nationals with US citizenship generally qualify; green-card holders do not. A Delaware or other US company that is itself owned by non-US persons fails the "all levels" test, and the Commercial Service asks for ownership documents up to the ultimate parent.

3. What the Treaty does not cover#

Article IV of the Treaty reserves certain sectors. You cannot use the Treaty for:

• communications;
• transport;
• fiduciary functions;
• banking involving depository functions;
• land ownership and exploitation of land or other natural resources;
• domestic trade in indigenous agricultural products.

In addition, other Thai laws still apply. For example, professions reserved to Thai nationals by other legislation (such as lawyers appearing in court, or certain licensed professions) remain closed regardless of the Treaty. Sector licences (tour operator licences, food licences, etc.) are still needed.

4. Step-by-step#

1. Incorporate a Thai private limited company with US shareholders holding the majority. Directors must be American and/or Thai. Since the 2023 amendment to the Civil and Commercial Code, a company needs at least two promoters/shareholders. Obtain the English translations the Embassy needs: the certificate of registration (Por Kor 0401), the company affidavit and objectives, the MOA (Bor Or Jor 2), the registration list (Bor Or Jor 3), the Articles and the shareholder list (Bor Or Jor 5).
2. Obtain a certification letter from the US Commercial Service at the US Embassy. Submit the request form, the translated company documents and the major-shareholder documents (US passports, or for a corporate shareholder its US incorporation and ownership chain). Once the letter is ready, the Commercial Service emails a participation/service agreement. After you e-sign it, a payment link follows. Fee: USD 300 standard, or USD 375 expedited, for an "Official Letter – Thailand" under the US International Trade Administration's revised user-fee schedule, effective 22 July 2026 (Federal Register 2026-12507). Older guides quote USD 60 or similar; that figure is out of date.
3. Apply to the DBD's Foreign Business Administration Division (Ministry of Commerce) for a Foreign Business Certificate under Section 11 of the FBA. Attach the Embassy letter, company documents and a description of the business activities. The application fee is 2,000 THB.
4. Receive the FBC. The DBD's service standard allows up to 30 days after a complete filing (DBD s.11 manual), and simple files are often faster. The certificate is issued, on payment of the 20,000 THB issuance fee.
5. Operate within the certificate and maintain US-majority ownership and directorship.

5. Capital and work permits#

The Treaty sets no minimum capital of its own. Under FBA s.14 the DBD applies the foreign-company minimums: 2 million THB for an activity that is not on a List, and 3 million THB per activity for an activity on a List that the certificate unlocks. Most Treaty companies use the certificate for List 3 services, so plan on 3 million THB per certified activity. Thai Law Online and DeeMED both quote these figures. For a company that mixes listed and unlisted activities, the DBD typically applies the 3 million THB figure to each certified activity, so budget on that basis. Work permits for US staff follow the normal Department of Employment and Immigration rules; so the familiar 2 million THB paid-up capital per work permit and Thai-employee ratios still apply.

6. Costs#

7. Pros and cons#

Pros

• Near-automatic approval if eligible.
• Majority and full ownership in most service sectors.
• Faster and cheaper than an FBL.

Cons

• Only for US citizens/companies; transfers of shares to non-US persons can destroy the status.
• Sector exclusions.
• Directors must remain US-majority, which can complicate local management.
• No tax incentives (compare BOI).

8. Planning issues to consider#

• Exit and sale. If you plan to sell the company to a non-US buyer, the buyer will need another basis (FBL or BOI) for restricted activities.
• Investor rounds. Bringing in non-US investors may push US ownership below 50%; design share classes carefully.
• Family members. A non-US spouse can be a shareholder as long as US majority is maintained.
• Combining with BOI. You can still apply for BOI promotion for tax holidays; the FBC route and BOI route are not mutually exclusive.

9. Ongoing compliance#

Treaty companies follow all ordinary Thai compliance: monthly withholding and VAT returns, social security, annual audited financial statements, AGM and shareholder list filing. Any change in shareholding or directors that affects US majority should be reviewed before it is made.

10. Treaty of Amity versus a 49% structure#

Before the Treaty, many US founders used a Thai-majority company. The Treaty removes the need for Thai shareholders (other than meeting the two-shareholder rule, which can be satisfied by two US persons). It is strongly preferable to a nominee structure, which carries criminal risk.

11. Practical checklist#

• [ ] Passports of all US shareholders and directors
• [ ] Draft MOA with US-majority shareholding
• [ ] Board structure with US-majority directors
• [ ] Registered office lease and owner documents
• [ ] Capital plan with remittance evidence
• [ ] Embassy certification request
• [ ] FBC application to DBD
• [ ] Sector licences, VAT, social security registrations

12. Worked example: a US-owned software consultancy#

The founders. Sarah (US citizen) and her US-incorporated LLC, which Sarah owns 100%, set up "Bangkok Code Co., Ltd." to provide software development services to Thai and regional clients. Services are on List 3 of the FBA, so without the Treaty they would need a Foreign Business Licence: a 60-day discretionary review and a fee of 0.5% of capital, from 20,000 to 250,000 THB.

Company set-up:

Costs:

Compare the FBL route for the same 3 million THB company. The licence fee alone would be 20,000 THB (0.5% of 3 million THB is 15,000, so the 20,000 minimum applies) plus the 2,000 THB application fee. The main difference is time and certainty: the FBL has a 60-day statutory review that can be extended, and approval is discretionary. The Treaty certificate is close to automatic once eligibility is shown.

Afterwards. Sarah's work permit still needs Immigration Order 12/2568 compliance: 2 million THB of paid-up capital per foreigner, 4 Thai employees per foreigner, and a salary of at least 50,000 THB/month. Treaty status does not relax these.

13. When not to use the Treaty#

• You plan to raise from non-US VCs within 1–2 years. Losing US majority ends the certificate, and you would need an FBL or BOI anyway. Consider BOI promotion from the start.
• Your activity is excluded, such as logistics/transport, telecoms or deposit-taking finance.
• You need tax incentives. BOI gives corporate income tax holidays of up to 8 years for eligible activities. The Treaty gives none.
• The beneficial owner is not American. Using a US shell company for a non-US owner fails the ownership test at all levels, and can amount to a false statement.

Frequently asked questions#

Can I use the Treaty if I live outside Thailand? Yes; residence is not required to own shares, but directors who work in Thailand need work permits.

Is the Treaty still in force? Yes. The US Embassy Bangkok's business FAQ still describes the Treaty and the certification process. Thailand has preserved Treaty rights so far, but they could be affected by future trade agreements, so re-check before you rely on it for a long-term structure.

Can a US LLC be the shareholder? Usually yes, if it is US-incorporated and US-owned; the Embassy may ask for proof of ownership.

Does the Treaty let me own land? No. Land ownership is excluded.

Can I run a restaurant under the Treaty? Generally yes for the ownership question, since sale of food is not in the excluded list, but all food licences apply.

How long does the process take? Plan for 4–8 weeks end to end: 1–2 weeks to incorporate, 1–3 weeks for the Embassy letter, and about 2 weeks for the FBC.

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Related guides#

• Foreign Business Act Thailand: What Foreigners Can and Cannot Own
• Foreign Business Licence (FBL) in Thailand: Requirements, Fees and Timeline
• How to Register a Company in Thailand (2026 Step-by-Step Guide)
• Thai Work Permit Guide 2026: Requirements, Documents, Fees and Process