If you are a U.S. citizen or a U.S.-owned company setting up in Thailand, the U.S.-Thai Treaty of Amity allows you to hold up to 100% of a Thai company in most sectors. You do not need a Thai partner, and you do not need to apply for a Foreign Business License.
To use the Treaty, your company must meet ownership and directorship conditions and register with both the U.S. Embassy and the Thai Ministry of Commerce.
Below, we cover the essentials of setting up an Amity company: who qualifies, which sectors are open, how much capital you need, and how to register.
What is the U.S.-Thai Amity Treaty?
The Treaty of Amity and Economic Relations between the United States and Thailand was signed on 29 May 1966. It commits each country to treat the other's nationals and companies on the same footing as its own for most commercial purposes.
For an American investor, that matters because of the Foreign Business Act B.E. 2542 (1999). Under the FBA, any company in which foreigners hold 50% or more of the shares is classified as a foreign company. Foreign companies are restricted from a long list of service, retail, and trading activities.
For most foreign investors, this leaves two options. They can take a Thai majority partner, or they can apply for a Foreign Business License (FBL). The FBL is granted at the discretion of a committee, and the review commonly takes three to six months.
American investors have a third option. Under the Treaty, a qualifying U.S. company applies for a Foreign Business Certificate (FBC) instead. Because the FBC is a Treaty right rather than a discretionary approval, the Ministry of Commerce issues it on certification, usually within about two weeks of a complete application.
Incentives as an Amity Company in Thailand
The treaty grants qualifying companies legal privileges and operational freedoms that other foreign entities do not receive. This includes:
- Up to 100% U.S. ownership of a Thai limited company in any sector not reserved under the Treaty
- National treatment, meaning your company is treated as Thai for most commercial purposes, including in service and retail sectors that are closed to other foreign companies
- A Foreign Business Certificate instead of a Foreign Business License, replacing a discretionary committee review with a certification process
- Protection against expropriation without prompt and adequate compensation, and access to international arbitration for disputes with the Thai state
- Free repatriation of profits, dividends, and capital to the United States
What the Treaty Does Not Give You
The Treaty is not a tax incentive. An Amity company pays the standard 20% corporate income tax and registers for VAT like any other Thai company. If you want tax holidays, the route is Board of Investment (BOI) promotion, which is open to all nationalities and covered below.
The Treaty also does not change the rules on land, work permits, or the Thai-to-foreign staff ratio.
What are Permitted Activities Under the U.S.-Thai Amity Treaty?
The treaty operates on a negative list system where if an activity is not explicitly listed, you are allowed to operate within that sector. Sectors allowed to foreigners under the U.S.-Thai Amity Treaty encompasses almost all commercial, industrial, and service-based operations in Thailand.
Here are some of the most common sectors for Americans in Thailand:
- Software development, SaaS, and information technology services
- Management consulting, advisory, and corporate support operations
- Engineering, technical design, and architectural services
- International trading, wholesale, and non-agricultural export/import operations
- Marketing, media production, and general business services
Newly Exempted Business Categories (2026)
In late August 2026, Thailand's Ministry of Commerce enacted Ministerial Regulation No. 5 B.E. 2569 (2026). This exempts additional service activities from the requirement to obtain an FBL or FBC.
- Intra-Group Services: Administrative management, HR management, IT management, and domestic debt guarantees provided strictly between qualified related legal entities.
- Financial & Capital Market Services: Specific securities lending for share purchases, reverse repurchase (repo) transactions, derivatives dealer/adviser/fund manager activities under specified conditions, and Bank of Thailand-approved Treasury Center services.
- Telecommunications: Type 1 telecommunication services operated without owning a telecommunications network.
- Specialized & Ancillary Support: Petroleum drilling under direct service contracts with concessionaires, and leasing space for automated financial/vending machines servicing company staff.
Reserved Sectors
While the Amity Treaty provides broad exemptions from the Foreign Business Act, it does not grant unrestricted access to every sector.
Article IV, Paragraph 2 of the Treaty explicitly reserves six economic sectors from national treatment. These reserved sectors include:
- Communications, including telecommunications and broadcasting
- Transportation, meaning domestic land, air, and water transport
- Fiduciary functions, such as acting as trustee or asset manager for third parties
- Banking involving depository functions
- Exploitation of land or other natural resources
- Domestic trade in indigenous agricultural products
A U.S. company in one of these fields is treated like any other foreign investor and must look at BOI promotion, an FBL, or a Thai joint venture.
Land Ownership Rules: An Amity company cannot own land in Thailand. That restriction comes from the Land Code and applies to all foreign-majority companies regardless of Treaty status. To secure commercial space, your entity can enter into registered long-term leases. You can read more about property rights for foreigners in Thailand.
Eligibility Requirements for a U.S.-Thai Amity Company
To secure Treaty benefits, your company must pass strict ownership and directorship tests. This criteria is administered by the U.S. Commercial Service at the U.S. Embassy in Bangkok and verified by the Ministry of Commerce.
To qualify, your company must meet all of the following.
Ownership Requirements
- At least 51% of the shares must be held by U.S. citizens or U.S.-incorporated companies. You can go up to 100%.
- Where the shareholder is a U.S. company, it must itself be majority American-owned, and it must be located in U.S. territory.
- The test applies at every level. If your Thai company is owned by a U.S. holding company that is owned by a Delaware LLC, each layer must be majority American.
- U.S. Green Card holders who have not naturalized do not count as U.S. nationals. Individual shareholders prove citizenship with a notarized copy of a U.S. passport.
Directors
- A majority of the directors must be U.S. or Thai citizens.
- A director of any other nationality can sit on the board but must co-sign with a U.S. or Thai director to bind the company. If the company has a single authorized director, that person must be American or Thai.
Capital Requirements
Registered capital depends on whether your activities fall under the FBA's restricted lists.
| Situation | Minimum registered capital |
|---|---|
| Activities not restricted under the FBA | THB 2 million |
| Activities restricted under the FBA | THB 3 million for each restricted activity |
| Sponsoring foreign work permits | THB 2 million paid-up capital for each foreign employee |
Please note that the minimum capital requirement applies per activity. Therefore, a company that provides both IT consulting and retail distribution, which are two separate restricted activities, needs THB 6 million in registered capital.
Note: U.S. Green Card holders who have not naturalized do not qualify as U.S. nationals for Treaty purposes.
How to Register a Company Under the U.S.-Thai Amity Treaty
Setting up an Amity company is a three-stage process: you register a Thai limited company, obtain certification of U.S. ownership from the U.S. Embassy, and then apply to the Thai Ministry of Commerce for a Foreign Business Certificate.
Let's take a look at the process in detail.
1. Register a Thai Limited Company
The first step is to incorporate a private limited company with the Department of Business Development (DBD).
You will need:
- an approved company name
- a registered office address
- the memorandum and articles of association
- a list of shareholders and directors
- evidence that the shareholders have paid in the registered capital.
Structure the company for Treaty eligibility at this stage. The shareholding must be majority American and the board must meet the directorship rule described above.
If you register with a different structure and amend it later, you add a filing and delay the next two stages.
Once registered, the company exists as an ordinary Thai company with foreign majority ownership. It cannot yet carry on any activity restricted under the Foreign Business Act.
For the incorporation process in detail, see our guide to company registration in Thailand.
2. Obtain Certification from the U.S. Commercial Service
With the company registered, you apply to the U.S. Commercial Service at the Embassy in Bangkok for a Treaty of Amity certification letter. At this stage, the Commercial Service reviews your corporate documents to confirm that the company is owned and controlled by Americans.
The application requires:
- the DBD registration documents with English translations
- the shareholder list
- proof of U.S. citizenship for individual shareholders. If the shareholder is a U.S. company, you also submit its notarized articles of incorporation, certificate of good standing, and shareholder list so the ownership chain can be traced to the top.
When the review is complete, the Commercial Service sends a service agreement and a payment link. After payment, it issues the certification letter. This stage usually takes one to two weeks.
3. Apply for the Foreign Business Certificate
The certification letter allows you to apply to the Foreign Business Administration Division of the Ministry of Commerce for the Foreign Business Certificate (FBC). The Division conducts its own review of the ownership structure and the business activities you have listed, then issues the certificate.
The Embassy states that the certificate is issued within about two weeks of a complete application. However, if the Division raises any questions about your activities or your ownership chain, the process can take up to six weeks.
The FBC is the document that gives your company its Treaty rights. Therefore, you cannot invoice or begin operating in any restricted activity until it is issued,
4. Complete Tax, Banking, and Work Permit Registration
Once you have the FBC, you can complete the remaining registrations and start operating. These are:
- Tax registration with the Revenue Department, including VAT if your turnover will exceed THB 1.8 million or you employ foreign staff
- Social security registration for your Thai employees
- A corporate bank account
- Non-B visas and work permits for foreign employees, including the American founders
Expect the bank account to take the longest. Thai banks check the ownership and source of funds of foreign-owned companies carefully, so have your FBC and Embassy certification ready when you apply.
U.S.-Thai Amity Treaty vs Other Structures for Foreigners
Choosing the right corporate entry structure depends on your operational needs, target sector, and long-term financial strategy. The table below compares the primary entry pathways for foreign investors in Thailand:
| Criteria | U.S.-Thai Amity Company | Board of Investment (BOI) | Foreign Business License (FBL) | Standard Thai JV (49/51) |
|---|---|---|---|---|
| Foreign Equity Cap | 100% (U.S. only) | 100% (All nationalities) | 100% (All nationalities) | 49% maximum foreign |
| Corporate Income Tax | Standard 20% CIT rate | 0% Tax Holidays (3–13 yrs) | Standard 20% CIT rate | Standard 20% CIT rate |
| Approval Mechanism | Right-based certificate | Discretionary incentive | Discretionary committee | Standard incorporation |
| Typical Setup Time | 6 to 8 weeks | 3 to 5 months | 4 to 6 months | 2 to 4 weeks |
| Minimum Capital | THB 3M per activity | Project-based (THB 1M+) | THB 3M per activity | THB 2M per work permit |
If you are unsure about which pathway to take as a foreign investor, get advice from our local experts in Thailand with a free 30-minute consultation.
BOI promotion is the better route if your business is in a sector Thailand wants to attract, such as technology, advanced manufacturing, digital services, or renewable energy.
It offers the tax holidays and work permit relief that the Treaty does not, and an American company can hold BOI promotion and Treaty status at the same time.
On the other hand, a Thai joint venture is the fastest and cheapest structure, but you give up majority control and rely on the shareholder agreement to protect your position.
As of August 1, 2026, the Ministry of Commerce issued strict new orders targeting nominee arrangements. For any company where foreign nationals act as authorized directors (or where foreign equity exists below FBA thresholds) you must submit explicit bank statements to prove the source of funds for Thai partners and non-nominee attestations.
Setting Up Your U.S.-Thai Amity Company with Emerhub
Emerhub's Bangkok team has set up Amity companies for American founders and U.S. parent companies across a range of sectors. We handle the full process, from incorporation and Embassy certification through to the Foreign Business Certificate and work permits.
Where we add the most value is before you file. We check your ownership chain against the Treaty tests, confirm which of your activities are restricted, and set the capital and board structure correctly at incorporation, so nothing needs to be amended later. If BOI promotion might suit your sector better, we will tell you.
Fill out the form below to talk to our Thailand team.
Frequently asked questions
Does an Amity Treaty company allow me to purchase land in Thailand?
Article IV of the U.S.-Thai Treaty of Amity explicitly excludes land ownership and natural resource exploitation from treaty protections. Land acquisition remains governed by the Thai Land Code. To secure premises, an Amity company can sign long-term commercial leases (up to 30 years) or buy condominium units under standard foreign ownership quota rules.
Can I use a U.S. Green Card holder to fulfill the 51% U.S. ownership requirement?
Treaty eligibility requires strict proof of U.S. citizenship. Individual shareholders counting toward the 51% U.S. majority must present valid U.S. passports. Permanent residents holding Green Cards who have not naturalized do not qualify as U.S. nationals under Treaty terms.
Does registering under the Treaty of Amity grant my company tax exemptions?
The Treaty grants national treatment, giving American investors equal market access without foreign shareholding caps. It is not a tax incentive program. Amity companies pay standard Corporate Income Tax (20%). Businesses seeking tax exemptions must apply separately for Board of Investment (BOI) incentives.
How much capital do I need to register an Amity company and obtain work permits?
For activities restricted under the Foreign Business Act, an Amity company requires a minimum registered capital of THB 3 million per restricted business activity. Sponsoring foreign work permits requires THB 2 million in paid-up capital and a 4-to-1 ratio of local Thai employees per foreign staff member.
Can non-U.S. citizens serve on the Board of Directors of an Amity company?
Non-U.S. citizens can serve as part of the board in an Amity company but it is subject to government limits. At least 50% of total board seats must be held by U.S. or Thai citizens. Additionally, any sole director with independent authority to bind the company must be a U.S. or Thai national. Non-U.S. and non-Thai directors may sit on the board, but they cannot form a majority or exercise independent binding authority without a U.S. or Thai co-signatory.
Can I start operations immediately after receiving my Thai company registration from the DBD?
Operating restricted business activities before receiving your official Foreign Business Certificate (FBC) violates Thai foreign investment laws. You must complete the full process: U.S. Embassy certification, DBD incorporation, and final FBC issuance by the Ministry of Commerce.