Setting up a Treaty of Amity company in 2026

If you are a US citizen who wants to own a Thai business outright, the US-Thai Treaty of Amity is almost always the fastest legal route. Signed in Bangkok on 29 May 1966, the Treaty of Amity and Economic Relations remains fully in force as of June 2026 — and it lets qualifying Americans own anywhere from 51% to 100% of a Thai company in most sectors.

Why does that matter? Thailand's Foreign Business Act (the law that, in practice, caps foreign ownership at 49% in most service and trading businesses) treats an Amity-certified company as if it were Thai. That is called national treatment: your company competes on the same footing as a locally owned one, without needing a discretionary government license.

One housekeeping point before the detail. In October 2025 the US and Thailand announced a Framework for an Agreement on Reciprocal Trade that, in the two governments' own words, will "build upon" the 1966 Treaty. As of June 2026 that agreement is still being negotiated and has not been signed — it modernises the trade relationship but does not replace or amend the Treaty. Rumours that the Treaty has expired or lapsed are simply wrong.

Who qualifies — and who does not

Qualification is about nationality, traced all the way to the real human owners. The tests, as applied by the US Commercial Service when it certifies companies:

• Shareholding: at least 51% of the shares must be held by US citizens. 100% American ownership is fine too.
• Directors: at least half of the directors whose signature can bind the company must be US citizens. (Some advisers read this as "US and/or Thai" directors; the conservative reading — and the one we recommend planning around — is American directors.)
• Real ownership: the ultimate beneficial owners must be American. A Delaware company owned through a Cayman or Singapore holding structure does not qualify, even though it is US-incorporated.

Two points that surprise people every year. First, green-card holders do not qualify — permanent residence is not citizenship. Second, dual citizens can qualify by using their US nationality. The Treaty protects both individuals (including sole proprietors and branch offices) and US companies that are majority-owned by US citizens.

The six activities the Treaty does not cover

The Treaty carves out six reserved sectors. No amount of American ownership opens these doors:

• Communications
• Transport
• Fiduciary functions (acting as a trustee or similar position of trust)
• Banking involving depository functions (taking deposits)
• Exploitation of land or other natural resources
• Domestic trade in indigenous agricultural products

If your planned business touches one of these, the Treaty is not your route — look instead at BOI promotion or, as a last resort, a Foreign Business License. For everything else — consulting, software, trading, marketing, hospitality management, most services — the Treaty works.

Two things the Treaty does not change

It does not let you own land

This is the most expensive misconception we see. Under Thailand's Land Code an Amity company is still a foreign company, so it cannot own land — no exception, no workaround inside the Treaty. The lawful alternatives are a long-term lease (typically 30 years), a registered superficies (a right to own the building on someone else's land), or a condominium unit within the 49% foreign quota — see our guides on the condo foreign quota and why nominee property structures are a serious legal risk.

It does not exempt you from work permits

Owning 100% of your company does not let you work in it freely. American directors and employees still need a Non-B visa and a work permit, and the standard practice thresholds still apply: THB 2 million of paid-up capital per foreign work permit, and four Thai employees per foreigner to support visa extensions. Our article on the work permit vs Non-B visa distinction explains how the two interact.

While we are listing what Amity does not do: there are no tax incentives (you pay the standard 20% corporate income tax), no VAT exemption (registration is mandatory once turnover passes the threshold), and no shortcut around sector-specific licenses such as FDA, tourism or recruitment licenses.

The certification process, step by step

Here is the key correction to make if you read about Amity years ago: Treaty protection is not automatic. Qualifying is necessary but not sufficient — you need two pieces of paper before operating in an FBA-restricted activity.

Step 1 — Incorporate an ordinary Thai company

The Amity company starts life as a normal Thai limited company registered at the Department of Business Development (DBD), the Ministry of Commerce's company registrar. This takes roughly 1–2 weeks and can run in parallel with the next step. See our company registration service for the mechanics.

Step 2 — Certification letter from the US Commercial Service

You then ask the US Commercial Service at the US Embassy in Bangkok (office.letters.Thailand@trade.gov) to certify that the company is American-owned. The application bundle includes translated DBD corporate documents — company affidavit, shareholder list, objectives — plus notarized proof of US citizenship for the shareholders and directors. You e-sign a participation agreement and pay a service fee through an emailed payment link.

Once the file is complete, the letter typically issues within about 3 business days to 2 weeks. The fee is modest but has changed several times and published figures conflict, so confirm the current amount with the Commercial Service before paying anything.

Step 3 — Foreign Business Certificate from the Ministry of Commerce

The Embassy letter alone does not authorise anything. You take it to the DBD's Foreign Administration Division and apply for a Foreign Business Certificate (FBC) — the document that formally confirms Treaty status. Government fees are THB 2,000 on application (non-refundable) plus THB 20,000 when the certificate issues. A complete application is typically decided within 2–4 weeks; the statutory framework allows up to 30 days.

The crucial difference from a Foreign Business License: the FBC is a certification, not a discretionary approval. If you prove qualification, you are entitled to it.

How much capital do you need?

Minimum capital follows the Foreign Business Act rules:

• THB 2 million if the activity is not restricted under the FBA;
• THB 3 million per business activity where the activity is on the FBA restricted lists and is being carried out under the Treaty exemption. Note this is per activity, not a flat company-wide figure — two restricted activities means THB 6 million.

In practice, immigration usually drives the number anyway: if you want work permits for American staff, plan around THB 2 million of registered capital plus four Thai employees per foreigner. A consultancy with two American directors who both need work permits will typically capitalise at THB 4 million regardless of what the FBA minimum says.

Realistic timeline in 2026

As of June 2026, a well-prepared file moves like this:

• Thai incorporation at the DBD: 1–2 weeks (often in parallel);
• US Commercial Service letter: about 3 business days to 2 weeks;
• Foreign Business Certificate: about 2–4 weeks;
• Certification stack overall: roughly 4–6 weeks; 6–8 weeks all-in including incorporation is a safe planning range.

Compare that with a discretionary Foreign Business License, which commonly takes 2–4+ months with no guaranteed outcome, or BOI promotion at roughly 40–90 working days depending on project size. Speed and certainty are the Treaty's core advantages.

Amity vs BOI vs FBL: how to choose

Treaty of Amity is nationality-based and certification-driven. It is the fastest and most certain route for US-owned service, consulting, trading and tech businesses. The trade-off: zero tax incentives, no land rights, and normal work-permit ratios.

BOI promotion is activity-based and open to all nationalities. It is slower and more compliance-heavy, but it can deliver time-limited corporate income tax holidays, import-duty relief, land-ownership rights for promoted operations, and streamlined visas and work permits through the One Stop Service Centre. If your activity fits a BOI category — see our overview of BOI activities for tech businesses — and incentives or land matter to you, BOI usually wins.

The Foreign Business License is the residual route: a case-by-case ministerial approval that is slow and never guaranteed. If the Treaty covers your activity, you should essentially never apply for an FBL instead.

A simple decision rule for American founders: does the activity fit a BOI category and do you want tax holidays, land, or easy visas? If yes, go BOI. If no — or if you simply want to be trading within two months — go Amity. And the two are not mutually exclusive: US investors sometimes hold Amity status and BOI promotion at the same time.

Keeping your Amity status

Certification is not a one-off event. American shareholding must stay at 51% or above for as long as the company relies on the Treaty — if you later sell shares to a non-American partner and US ownership drops below 51%, Treaty protection is lost. And using Thai or third-country nominee shareholders to fake qualification is illegal under Thai law, full stop.

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This article is general guidance — not legal or tax advice. If you'd like a scoped opinion on how it applies to your specific situation, contact our team.