What is a US Treaty of Amity Company?

A US Treaty of Amity Company is a Thai Company Limited that benefits from the provisions of the Treaty of Amity and Economic Relations (Thailand–United States), which grants qualifying American investors rights similar to those enjoyed by Thai nationals in many business sectors.

Unlike other foreign investors, eligible US citizens and US-owned companies may hold a majority or even 100% ownership in a Thai company without being subject to many of the restrictions imposed by the Foreign Business Act.

This structure is particularly attractive for American entrepreneurs and international groups seeking to establish a long-term presence in Thailand.

Main characteristics

A US Treaty of Amity Company is typically incorporated as a Thai Limited Company before applying for Treaty benefits. To qualify, at least 51% of the company’s shares must be held by US citizens or qualifying US entities, and the ultimate beneficial ownership must remain American. In addition, at least 50% of the directors must be American citizens.

Once approved, the company may operate on substantially the same basis as Thai companies in many sectors, including the possibility of majority or full foreign ownership.

However, certain activities remain restricted under the Treaty.

Capital requirements

A US Treaty of Amity Company must comply with the minimum capital requirements applicable to foreign businesses in Thailand.

In general, the minimum registered capital is 2,000,000 THB. However, if the business activity requires a Foreign Business License under the Foreign Business Act, the minimum capital requirement increases to 3,000,000 THB per business activity.

In addition, companies wishing to sponsor foreign employees are generally required to maintain a registered capital of at least 2,000,000 THB per work permit, subject to applicable immigration and labour regulations.

Work permits and employment of foreigners

While the Treaty of Amity provides significant ownership advantages, it does not automatically exempt companies from Thai labour and immigration requirements.

In particular, Treaty companies are generally still subject to the standard requirements for sponsoring foreign employees, including registered capital thresholds and Thai-to-foreign employee ratios.

Restricted activities under the Treaty of Amity

Despite its advantages, the Treaty does not apply to all sectors. American investors remain restricted from engaging in certain activities, including:

• Communications
• Transportation
• Fiduciary functions
• Banking involving depository functions
• Exploitation of land or natural resources
• Ownership of land
• Domestic trade in agricultural products

These restrictions should be carefully reviewed before choosing this structure.

Company registration process

The registration process generally involves two stages.

First, the company is incorporated as a standard Thai Limited Company with the Department of Business Development (DBD). The American shareholders must then obtain a Certificate of Qualification from the US Commercial Service at the US Embassy in Bangkok. Finally, an application is submitted to the Thai authorities to obtain Treaty of Amity status.

As the process involves both Thai and US authorities, proper preparation of the documentation is essential. Our team is here to guide you throughout the process and ensure that you receive the most suitable support at every stage of your project.

Advantages of a US Treaty of Amity Company

Some of the key advantages include:

• Majority or 100% American ownership possible (No need for Thai majority shareholders)
• Exemption from many Foreign Business Act restrictions
• Greater control over management and operations
• A well-established and legally recognised framework for US investors

Who should use a US Treaty of Amity Company?

This structure is particularly suitable for:

• US entrepreneurs establishing a business in Thailand
• American consulting and service companies
• International groups expanding into Southeast Asia
• Businesses seeking majority or full foreign ownership without BOI promotion

However, the Treaty of Amity is not suitable for every project. Companies operating in restricted sectors, seeking tax incentives, or carrying out activities eligible for BOI promotion may find other structures more appropriate. Careful consideration should therefore be given to the business activity, ownership objectives, and long-term strategy before deciding on a structure.

At Gorioux Siam, we help businesses assess the advantages and limitations of each option to identify the solution best aligned with their objectives. Where specialised expertise is required, we work closely with trusted partners to ensure comprehensive support throughout the process.

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Frequently asked questions

Can any US citizen open a Treaty of Amity company?

Not automatically. To benefit from the Treaty of Amity, the company must satisfy specific ownership requirements and obtain the necessary certifications and approvals from both U.S. and Thai authorities. In addition, the Treaty only applies to eligible business activities.

Can a Treaty of Amity company be 100% owned by US citizens?

Yes. Unlike a standard Thai Limited Company, a Treaty of Amity company may be wholly owned by eligible U.S. citizens or qualifying U.S.-owned entities, provided that the conditions of the Treaty are met.

Is a Treaty of Amity company exempt from the Foreign Business Act?

Partially. The Treaty grants American investors exemptions from many restrictions under the Foreign Business Act. However, certain activities remain restricted, including land ownership, domestic trade in agricultural products, and specific sectors such as communications and transportation.

Does a Treaty of Amity company benefit from tax incentives?

No. Unlike BOI-promoted companies, Treaty of Amity companies do not receive special tax incentives. Their main advantage is the ability to operate with majority or full U.S. ownership in eligible sectors.

Are Treaty of Amity companies exempt from work permit requirements?

No. Treaty companies remain subject to Thai labour and immigration regulations. Standard requirements relating to work permits, registered capital, and foreign employee ratios may still apply.