US Treaty of Amity: How American Companies Get 100 Percent Ownership in Thailand

For American founders looking at Thailand, foreign ownership does not always have to stop at 49 percent.

The US Treaty of Amity Thailand framework gives qualifying U.S. citizens and U.S.-owned companies a special route to hold majority ownership or even 100 percent ownership of a business in Thailand in many sectors. The U.S. government describes the treaty as giving American companies national treatment, which allows them to operate under similar conditions to Thai companies for covered activities.

That can make the Treaty of Amity one of the most practical routes for an American entrepreneur who wants control of a Thai business without bringing in Thai shareholders simply to meet an ownership threshold.

The important part is that Amity status is not automatic. Your ownership structure, directors and business activity must qualify. You also need certification from the U.S. side and a Foreign Business Certificate from Thailand's Department of Business Development.

Key takeaways

What the Treaty of Amity Grants American Companies

The biggest advantage is ownership.

Under Thailand's normal foreign business framework, foreign-controlled companies can face restrictions when carrying out certain activities. The Treaty of Amity creates an exception for qualifying American individuals and companies.

The U.S. Department of Commerce states that American companies may hold majority or full ownership of businesses in Thailand and receive national treatment in covered sectors.

This means an American founder may be able to set up a Thai company without giving 51 percent of the shares to Thai partners simply to meet foreign ownership rules.

But there is an important distinction.

Amity does not mean you simply register a company and start trading.

The Thai DBD requires companies claiming rights under an international treaty to obtain a Foreign Business Certificate, or FBC. This is different from the normal Foreign Business License route. Treaty-based businesses apply under Section 11 of Thailand's foreign business framework.

For founders comparing structures, this is why checking the Amity route before selecting shareholders can save a lot of restructuring later.

You will still need normal incorporation in Thailand, tax registration and any licences required for your specific industry.

Who Qualifies for Treaty of Amity Protection?

American ownership alone is not the whole test.

According to the DBD's guidance, treaty protection can apply to U.S. citizens and qualifying juristic persons established under Thai or U.S. law. For a company, the majority of its capital must be owned by American nationals. The DBD also requires more than half of the directors to be American and/or Thai.

Director signing authority matters too. The DBD rules address situations where a third-country national sits on the board or has authority to bind the company.

Ownership can become more complicated when the Thai business is owned by another corporation.

If a U.S. company is the majority shareholder, applicants may need to prove qualifying ownership through the corporate ownership chain. DBD documentation specifically asks for supporting records where the majority shareholder is itself a legal entity.

This is why Treaty of Amity company registration should ideally be planned before the Thai company structure is finalized.

A simple 100 percent American individual ownership structure may be easy to understand. A group involving holding companies, multiple nationalities or overseas corporate shareholders needs a closer review.

Restricted Activities Under the Treaty

The Treaty is powerful but it is not a pass into every industry.

DBD guidance identifies activities where American individuals and companies cannot rely on Treaty protection. These include:

Communications

Transportation

Fiduciary functions

Banking involving deposit-taking

Exploitation of land or other natural resources

Domestic trade in indigenous agricultural products

U.S. government guidance also makes clear that the Treaty does not provide a general right for American companies to own land in Thailand.

This matters because founders sometimes hear "100 percent ownership" and assume it applies to everything.

It does not.

A 100 percent American-owned consulting company may have a very different path from a company planning transportation services, agriculture or a heavily regulated financial business.

Sector-specific Thai laws can also apply even when the Treaty covers the ownership structure.

The first question should therefore not be simply, "Are the shareholders American?"

It should be:

Are the shareholders American and is the exact business activity eligible for Treaty protection?

Treaty of Amity Certification Step by Step

The process becomes easier to understand when broken into stages.

Step 1: Check the ownership and activity

Start by confirming that American shareholders have the required ownership and that the board structure meets the Treaty rules.

At the same time, review the company's planned business objectives against the restricted activities.

Doing this before registration reduces the risk of creating a company that later cannot qualify.

Step 2: Register the Thai company

For the common Thai limited-company structure, the company is first established with the Department of Business Development.

Your company documents should clearly reflect the planned shareholders, directors, capital, registered address and business objectives.

If you are still deciding on your structure, Settlr Global's company incorporation service can help align the registration with the ownership route from the beginning.

Step 3: Obtain U.S. certification

The U.S. Commercial Service at the U.S. Embassy in Bangkok is responsible for confirming that an applicant qualifies for Treaty protection.

U.S. government guidance states that the applicant provides corporate documents showing that the company has been registered in accordance with Thai law. The Commercial Service then certifies the qualifying American ownership or citizenship for the Thai authorities.

Step 4: Apply for the Foreign Business Certificate

The next stage is with Thailand's Department of Business Development.

The DBD's documentation refers to Form T.6 for treaty-based applications. Documents can include the Thai registration certificate, shareholder records, proof of U.S. nationality, information about the business, office location information and a power of attorney where applicable.

The DBD now provides an e-Foreign Business process for Foreign Business Certificate applications.

Step 5: Receive the certificate and operate within its scope

Once approved, the company receives its Foreign Business Certificate.

The certificate does not remove every other legal requirement. The company must still follow Thai tax, employment, accounting and industry-specific rules.

Think of Amity as solving the foreign business ownership problem, not every compliance issue your company will ever face.

Amity vs BOI: Which Route Is Better?

American founders may qualify for both Amity and Thailand Board of Investment promotion.

They solve different problems.

Factor

Treaty of Amity

BOI Promotion

Who can use it?

Qualifying U.S. citizens and U.S.-owned companies

Investors of any nationality in eligible promoted activities

Foreign ownership

Up to 100% in covered activities

BOI permits 100% foreign ownership for promoted projects subject to applicable laws

Main qualification

U.S. ownership/control plus an eligible activity

Business must fall within a BOI-promoted activity and meet project conditions

Tax incentives

Amity itself is primarily an ownership and national-treatment route

BOI can provide tax incentives plus non-tax incentives depending on the promoted activity

Land

Treaty does not create a general land ownership right

BOI may permit land ownership for an approved promoted project

Foreign staff

Normal immigration and employment planning still applies

BOI offers privileges for bringing skilled workers and experts into Thailand

Review

Treaty certification plus DBD Foreign Business Certificate

BOI project assessment followed by promotion procedures

For a straightforward American-owned service business that does not fall into a Treaty restriction, Amity may be the cleaner route.

For a technology, manufacturing, R&D or other BOI-promoted project, BOI can be more attractive because the potential benefits go beyond ownership.

BOI states that project evaluation takes 40, 60 or 90 working days depending on the investment size once complete documentation has been submitted.

So the best route depends on what you are building rather than simply which option allows 100 percent ownership.

Treaty of Amity Costs and Timeline

One part of the cost is clearly published by the Department of Business Development.

For the Foreign Business Certificate process, the DBD lists:

DBD item

Official fee

Foreign Business Certificate application

THB 2,000

Foreign Business Certificate issuance

THB 20,000

Total DBD FBC fees

THB 22,000

The DBD also states that the certificate approval process should be completed within 30 days.

That does not mean the entire Treaty of Amity company registration takes exactly 30 days.

Before the DBD stage, you may need to complete company incorporation, prepare ownership evidence, obtain documents from the United States, arrange translations and complete U.S. Commercial Service certification.

Professional fees and document preparation costs will therefore depend on the complexity of the structure.

A company owned directly by one or two American individuals is usually easier to document than a Thai subsidiary owned through several U.S. corporate entities.

FAQs

Can an American own 100 percent of a company in Thailand?

Yes. Qualifying American citizens and U.S.-owned companies may hold up to 100 percent ownership in covered business activities through the US Treaty of Amity Thailand. The company must meet the Treaty ownership and control requirements and complete the certification process.

Do I need a Foreign Business License under the Treaty of Amity?

Qualifying Treaty companies generally use a Foreign Business Certificate under Section 11 rather than the standard discretionary Foreign Business License route.

Can an Amity company own land?

The Treaty should not be treated as a general right to own land in Thailand. Land ownership remains restricted and U.S. government guidance specifically lists land ownership among areas not opened by the Treaty.

Does every shareholder have to be American?

Not necessarily. DBD guidance focuses on majority American capital ownership along with qualifying board control. However, the exact shareholding and director structure should be checked before filing.

Is Treaty of Amity better than BOI?

It depends. Amity is designed specifically around qualifying U.S. ownership and covered business activities. BOI is available to investors of different nationalities but only for promoted activities. BOI can also provide tax and non-tax incentives that Amity status alone does not provide.

Check Whether Your Business Qualifies Before You Register

For American founders, the Treaty of Amity can turn one of Thailand's biggest company-setup questions into a major advantage: you may be able to keep full ownership of your Thai business without relying on a Thai majority shareholder.

But the structure needs to be right from day one.

Settlr Global can review your shareholders, directors and intended business activities before you commit to the company structure.

Planning an American-owned business in Thailand? Request an Amity eligibility check and find out whether the Treaty route fits your company before you register.