US-Thailand Treaty of Amity: 100% American Ownership

What Is the Treaty of Amity?

The Treaty of Amity and Economic Relations between the United States and Thailand was signed in 1966 and entered into force in 1968. It is one of the most valuable bilateral agreements for American investors looking to do business in Thailand.

Under normal circumstances, the Foreign Business Act (FBA) restricts foreign ownership of companies in Thailand to 49% for most service-based businesses listed on the FBA's List 3. However, the Treaty of Amity provides national treatment to American citizens and US-majority-owned companies, effectively exempting them from most FBA restrictions.

Who Qualifies?

To benefit from the Treaty of Amity, you must be:

• US Citizens: Natural persons holding US citizenship (dual citizens may qualify, but consult legal counsel)
• US Companies: Companies incorporated in the United States where US citizens hold the majority of shares
• Thai Companies with US Majority: Thai-registered companies where American citizens or US companies hold more than 50% of shares

Green card holders (permanent residents) do not qualify unless they also hold US citizenship. The treaty benefits flow to the company, so a Thai company with majority US ownership can operate under treaty protection.

Eligible and Excluded Activities

While the Treaty of Amity is broad, it does not cover all business activities. Understanding what is included and excluded is critical before establishing your business structure.

Eligible Activities (Treaty Coverage)

The treaty covers most commercial activities, including:

• Professional Services: Consulting, legal support, accounting, engineering, architecture
• Trading and E-commerce: Import/export, wholesale, retail (with some conditions)
• Manufacturing: Production of goods for domestic sale or export
• Technology and Software: IT services, software development, digital platforms
• Hospitality and Tourism: Hotels, restaurants, tour agencies (subject to specific regulations)
• Education: Private schools, tutoring centers, training institutes
• Real Estate Services: Brokerage and property management (not land ownership)
• Marketing and Advertising: Agency services, media buying, public relations

Excluded Activities (No Treaty Protection)

Certain sectors are explicitly excluded from treaty benefits. For these activities, Americans must comply with standard FBA restrictions or seek BOI promotion:

Application Process

To operate under Treaty of Amity protection, you must obtain a certificate from the US Embassy in Bangkok confirming your eligibility. Here is the step-by-step process:

1. 1

   Establish Your Thai Company

   Register a Thai limited company with the Department of Business Development (DBD). The company must be majority-owned by US citizens or US companies from incorporation.

2. 2

   Prepare Required Documentation

   Gather all necessary documents including company registration, shareholder passport copies, proof of US citizenship, and business plan describing intended activities.

3. 3

   Submit Application to US Embassy

   File your Treaty of Amity application with the American Citizens Services section of the US Embassy in Bangkok. Include all supporting documentation and pay the applicable fee.

4. 4

   Embassy Review

   The Embassy reviews your application to confirm US citizenship/ownership requirements and that your business activities are covered under the treaty.

5. 5

   Receive Treaty Certificate

   Upon approval, the Embassy issues a certification letter confirming your company qualifies for Treaty of Amity benefits.

6. 6

   Register with Department of Business Development

   Submit the Embassy certification to the DBD to formally register your company as a Treaty of Amity company, granting protection from FBA restrictions.

Processing Timeline and Costs

Embassy Application Fee

The US Embassy charges approximately USD $365 for Treaty of Amity certification (as of 2024). Fees may change, so confirm current rates with the Embassy before applying.

Required Documentation

• Company registration documents (affidavit of registration, MOA, shareholder list)
• Valid US passports of all American shareholders
• Proof of majority US ownership (share certificates, transfer documents)
• Business description and list of intended activities
• Directors' identification documents
• Application form (available from Embassy)
• For US corporate shareholders: certificate of incorporation, good standing certificate, corporate resolution authorizing Thai investment

Annual Reporting Obligations

Treaty of Amity companies are not exempt from Thai regulatory requirements. You must maintain compliance with ongoing obligations:

Annual Requirements

• Annual Audit: Financial statements must be audited by a Thai-licensed CPA and filed with the DBD within 5 months of fiscal year end
• Annual General Meeting: Shareholders must hold an AGM within 4 months of fiscal year end
• Corporate Tax Returns: File with the Revenue Department; mid-year (PND 51) and annual (PND 50) returns required
• VAT Returns: Monthly filing if VAT-registered (required once revenue exceeds 1.8M THB/year)
• DBD Filing: Annual return confirming shareholder composition and business activities

Work Permits for Americans

Treaty of Amity protection covers business ownership, not work authorization. American shareholders who wish to work in Thailand still need:

• Non-Immigrant B visa
• Work permit issued by the Ministry of Labour
• Compliance with the 4:1 Thai-to-foreign employee ratio (or BOI exemption)

Treaty of Amity vs. Other Pathways