US Treaty of Amity companies in Thailand

What the treaty grants

An Amity-certified company is treated, for most purposes of the Foreign Business Act, as if it were Thai. American citizens and companies majority-owned by American citizens can hold up to 100 percent of a Thai-registered company and operate service, trading and most other List 3 businesses without applying for a discretionary Foreign Business Licence. Where a non-treaty foreigner faces a committee that may say no, an American faces a certification process that, if the ownership facts are in order, says yes.

The ownership test runs all the way up the chain. The Thai company must be majority American-owned, a majority of its directors must be American or Thai, and if the shareholder is itself a company, that company must in turn be majority American-owned and incorporated in the United States. Green card holders do not qualify; the treaty protects citizens.

The treaty's durability is worth a word. Thailand undertook decades ago to phase out privileges of this kind, and no other country has been granted one since, yet the American treaty has survived every review; it is politically settled and certificates continue to issue routinely. Treaty-based rights still deserve the respect all such rights do, which argues for corporate records clean enough to migrate to another footing if policy ever shifted.

What the treaty does not grant

The exceptions are important enough to list plainly.

• Land. The treaty confers the right to do business, not to own land. An Amity company cannot hold freehold land any more than any other foreign entity can. Leasing premises is unrestricted, and our separate briefing on foreign land structures covers the lawful alternatives.
• Reserved sectors. The treaty carves out communications, transport, fiduciary banking, depository banking, land ownership and exploitation of land or natural resources, and domestic trade in indigenous agricultural products. Activities in these areas fall back to the ordinary FBA regime.
• Sector licences. Amity status does not waive industry regulation. A restaurant still needs its licences, a recruitment business its permits, a fintech its Bank of Thailand approvals.
• Immigration. Certification gives the company its status; it gives the people nothing. Work permits and Non-B visas follow the normal rules, including the registered capital and Thai staff ratios that apply to any employer of foreigners.

The certification process

Certification is a two-stage process and, by Thai administrative standards, a predictable one.

• Stage one: documenting American ownership. The company gathers proof of citizenship for individual shareholders and directors, or certified corporate documents for a US parent, alongside the Thai company's own registration papers. The US Commercial Service in Bangkok reviews the file and issues a letter certifying that the company qualifies under the treaty.
• Stage two: registration with the Ministry of Commerce. The certification letter goes to the Department of Business Development with an application for a Foreign Business Certificate under the treaty. This is the document that actually permits operation. The end-to-end process typically takes six to ten weeks once documents are complete.

The company must also meet the FBA's minimum capital rules for treaty businesses, generally two million baht for most activities and three million baht where the activity would otherwise sit on List 3, remitted or paid up in accordance with the regulations. Capital should be planned around work permits as well, since each foreign employee generally requires two million baht of registered capital regardless of treaty status.

Running an Amity company day to day

Certification changes the company's FBA status and nothing else. The company files the same audited accounts and the same monthly withholding and VAT returns as any Thai company, and pays corporate income tax at the ordinary rates; there is no treaty tax privilege. Banking follows the normal corporate rules, and account opening is generally smoother than for other foreign-owned structures because the Foreign Business Certificate answers the bank's first question before it is asked. Work permits follow the standard arithmetic of registered capital and Thai staff ratios, which in practice sets the ceiling on how many American managers the company can field, and is one reason growing Amity companies sometimes add a BOI-promoted project alongside.

Ongoing discipline is mostly about keeping the certificate true. Share transfers, new issues and director changes should be checked against the treaty tests before they are filed, not after; a single transfer that takes American ownership below the majority strips the company of its protection while leaving it operating a restricted business.

Amity or BOI

For an American founder the real question is rarely Amity versus a Thai-majority structure; it is Amity versus BOI promotion. They solve different problems.

The pattern that falls out of the table: Amity wins for services, consulting, trading and agency businesses that would never qualify for promotion, and for founders who value speed and simplicity. BOI wins where the activity is promotable, the tax holiday is worth real money, foreign staff numbers will be material, or land ownership matters. Some groups sensibly run both: an Amity trading company alongside a BOI-promoted operating company.

Treaty status attaches to the ownership facts. If the American majority is later diluted, by an exit, a new investor or an estate event, the certificate no longer reflects reality and the company can find itself an unlicensed foreign business overnight. Succession planning belongs in the structure from day one.

Common misconceptions

• Amity is not a visa programme. It confers no immigration status; American staff still need Non-B visas and work permits under the ordinary rules.
• Amity does not waive capital requirements. The FBA minimums and the per-employee capital arithmetic apply as they do to any foreign business.
• Dual nationals qualify through their American citizenship, but the file must be built on the US passport consistently, from the share documents through to the certification letter.
• The treaty protects American-majority companies, not companies with any American involvement. A 50/50 American-Thai company does not meet the majority test and falls back to the ordinary FBA regime.

Practical judgement

The treaty is the closest thing Thailand offers to a clean, rules-based route for foreign control, and Americans should usually take it rather than borrowing risk through Thai-majority structures they do not need. The work lies in sequencing capital, certification, banking and work permits so the business is operational rather than merely registered. Asia Global Partners handles Amity certifications end to end, and will tell an American client honestly when BOI, or a combination of the two, serves the underlying business better.

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.