BOI promotion and the Treaty of Amity, compared.

Why these two are treated together

Board of Investment promotion and registration under the Treaty of Amity are the two routes most often reached for by an owner who has concluded that a Thai majority shareholding is either commercially unattractive or, in their case, not genuine. They are worth comparing directly because owners frequently assume they are interchangeable. They are not. One is granted on the merits of an activity; the other is granted on the nationality of the owner. One can carry land rights for a promoted business; the other carries none at all.

What Board of Investment promotion grants

Promotion is issued under Thailand's investment promotion regime for activities the Board wishes to encourage. Where granted, the practical benefits for a foreign owner are substantial: the promoted activity may generally be conducted with majority or full foreign ownership rather than under the ordinary Foreign Business Act constraint, a Foreign Business Certificate is issued in place of a licence application, and the company may be permitted to own land used in the promoted activity. Promotion also relieves the usual ratio of Thai to foreign employees and gives access to streamlined visa and work permit processing.

Tax incentives exist for many promoted categories, ranging from exemptions on corporate income tax for a defined period to duty relief on imported machinery and raw materials, but they vary widely by activity and by location and are frequently overstated in general commentary. Treat any specific incentive as something to be confirmed for your category with the Board, never as a general feature of promotion.

Promotion is also, in practice, a signal. A promoted company deals with banks, landlords, counterparties and its own auditors from a position that is easy to explain, because its right to operate with foreign ownership rests on a certificate rather than on an arrangement. Owners weighing the cost of an application against the cost of leaving a structure as it is tend to underweight that. The value of being straightforwardly explainable is difficult to price until the moment somebody asks for the explanation.

Who actually qualifies for promotion

Eligibility is the whole question, and it is narrower than owners hope. Promotion attaches to listed activity categories, weighted toward manufacturing, agriculture and processing, technology and digital services, research and development, healthcare, targeted infrastructure and certain regional headquarters and support functions. Minimum investment levels, and in some categories technology, employment or expenditure conditions, apply.

Businesses that most commonly cannot reach promotion are exactly those that most commonly hold fragile structures: small hospitality operations, retail, general trading, real estate holding and local service businesses. Where an owner is told that a hotel villa business can be reclassified into a promoted category with the right wording, the correct response is scepticism and a second opinion from counsel. Promotion is granted for what a business does, and the Board audits compliance with the conditions afterwards.

What the Treaty of Amity grants

The Treaty of Amity and Economic Relations between Thailand and the United States permits companies majority owned and managed by United States nationals to operate in Thailand with substantially the same treatment as Thai companies across many sectors, without a Foreign Business Licence and without a Thai majority shareholder. In practice this makes it the single cleanest route available to an American owner of an ordinary service business, and it covers a broader range of everyday activities than promotion does.

Registration is a documentary process rather than a discretionary grant. The company's United States ownership and management must be certified, and the certification is then submitted to the Thai authorities for registration. Because it turns on documents rather than on the merits of a business plan, it is usually faster than either promotion or a licence application, and it is renewable and reviewable in the ordinary way.

The limits of the Treaty, stated plainly

Three limits matter and each of them defeats a common assumption. First, the Treaty is available only to United States nationals and to companies genuinely majority owned and controlled by them. It cannot be used by a business whose real principal is of another nationality, and an arrangement in which an American holds shares for someone else is a nominee arrangement with all the exposure that Section 36 carries. Second, several sectors are excluded, including communications, transport, fiduciary functions, banking involving depository functions, and exploitation of land and natural resources. Third, and most often misunderstood, the Treaty confers no right to own land. An Amity company is still a foreign company for land purposes.

That third point deserves emphasis because it is where American owners are most frequently misadvised. If the objective is a home in Thailand, the Treaty is not the instrument. The lawful routes for residential property remain a condominium unit in freehold within the building's forty nine percent foreign quota, with funds remitted from abroad and evidenced by the bank, or a registered lease, usufruct, superficies or right of habitation, each with its own real constraints.

Side by side

The application reality

Neither route is a filing you make on a Tuesday afternoon. A promotion application requires a defensible business plan, investment and employment commitments, and financial projections that the company must then live up to, because conditions are monitored and promotion can be withdrawn where they are not met. An Amity registration requires evidence of genuine United States ownership and management, which means the ownership must really be what it is said to be, both when registered and afterwards.

Both routes also intersect with an existing structure's history. A company that has operated for years with a nominal Thai majority does not become a clean slate by applying for promotion or registering under the Treaty. The historic position remains what it was, and it needs to be addressed with counsel as part of the same exercise rather than left behind. Owners who take advice on the future while concealing the past from their own lawyers get advice that does not hold.

Choosing between them

In practice the choice makes itself more often than not. If the owners are American and the business is an ordinary service company, the Treaty is usually the first thing to examine. If the business manufactures, processes, develops technology or sits in a targeted sector, promotion is likely to be worth more, whatever the owners' nationality, because of the land rights, the ratio relief and the possible tax treatment. Where both are available, they are not mutually exclusive in principle, and counsel can advise on which fits the group better.

One further consideration should be settled before either application is made, and it is the order of the corporate steps that go with it. Both routes usually involve changes to shareholding, directors or objects, and amendment filings have been reported since 1 April 2026 to attract source of funds scrutiny. That is not a reason to hesitate, and it is certainly not a reason to avoid filing. It is a reason for counsel to plan the sequence at the outset, so that the company comes to the registrar with a complete and accurate position rather than a partial one.

Asia Global Partners is a private office and not a law firm, and gives no legal or tax advice. The office coordinates: instructing qualified Thai counsel to advise on eligibility and on the existing position, bringing in accountants where projections and tax treatment are involved, and holding the process together through an application that will take months. Owners should also involve their advisers at home, since promotion, treaty registration and Thai tax treatment can all interact with reporting obligations in their own country.

This article is general information as at August 2026 and is not legal or tax advice. Eligibility, benefits and conditions change and depend on your own facts. Asia Global Partners is a private office, not a law firm. Instruct qualified Thai counsel independently, verify promoted categories, conditions and incentives with the Board of Investment, verify registration requirements with the Department of Business Development, and verify any tax treatment with the Revenue Department.

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.