Yes, American citizens can own a majority or all of a business in Thailand in most sectors. This is not a loophole or a grey area. It is a formal right established under the 1966 US-Thailand Treaty of Amity and Economic Relations, and it represents one of the most significant advantages available to any particular nationality doing business in Thailand.
What the Treaty of Amity Is
The Treaty of Amity and Economic Relations between the United States and Thailand was signed in 1966. It provides that US nationals and US-majority companies shall be accorded national treatment in Thailand for engaging in commercial and industrial activities. National treatment means being treated on the same basis as Thai nationals, which includes the right to own and operate businesses without the foreign ownership restrictions imposed by the Foreign Business Act. The treaty is administered through the Ministry of Commerce, which issues a Treaty of Amity certification to qualifying companies.
Why This Matters
- You own your company fully, not just 49%
- No dependence on Thai shareholders whose interests may diverge over time
- It is a legal right, not a discretionary favour
- Applies to most business sectors
What the Treaty Allows vs. What It Restricts
What the Treaty of Amity allows
For most business activities, US nationals and US-majority companies can own 51%-100% of a Thai-registered company without a Foreign Business License. This covers professional services, consulting, technology, education, food and beverage, retail (above the small-scale threshold), manufacturing, and most commercial activities.
What the treaty does not cover
The treaty explicitly excludes certain sectors where FBA restrictions apply to American citizens just as to other foreigners:
- Communications (including telecommunications)
- Transportation (including aviation and road transport)
- Fiduciary functions (including trustee and guardian services)
- Banking involving depository functions
- Exploitation of land or other natural resources
- Domestic trade in agricultural products
For the vast majority of service businesses, technology companies, consulting practices, food and beverage operations, and education businesses, none of these exclusions apply.
How to Structure a Treaty of Amity Company
A Treaty of Amity company is still a Thai Private Limited Company. The treaty does not create a special company type. What changes is the permitted ownership structure. The company must be: incorporated in Thailand, majority-owned by US nationals (individuals or a US-incorporated entity), and certified by the Ministry of Commerce as qualifying under the Treaty of Amity.
Who qualifies
Individual US citizens and US-incorporated companies majority-owned by US nationals qualify. Permanent residents (green card holders) who are not US citizens do not qualify in their individual capacity. A US-incorporated company must demonstrate majority US ownership to claim treaty status.
Do You Still Need a Work Permit?
Yes. The Treaty of Amity addresses ownership, not work authorisation. These are governed by separate laws. Regardless of whether you hold 51% or 100% of your Thai company under the Treaty of Amity, you still need the correct Non-B visa and a work permit. Your Treaty of Amity company still needs to meet the 4:1 Thai staff ratio requirement and the 2 million THB registered capital per foreign work permit holder.
Treaty of Amity vs. BOI: Which Is Better for US Citizens?
| Factor | Treaty of Amity | BOI Promotion |
|---|---|---|
| Who can use it | US nationals only | Any nationality |
| Full foreign ownership | Yes, most sectors | Yes, qualifying sectors only |
| CIT tax holiday | No | Yes (3-8 years) |
| Land ownership | No | Yes (approved activities) |
| Application timeline | 1-2 months | 3-6 months |
| SMART Visa access | Not directly | Yes (if investment qualifies) |
| Best for | Most business types quickly | Tech, manufacturing, high-value sectors |
The Treaty of Amity is faster and simpler. For a US citizen setting up a standard service business, consulting practice, restaurant, or technology company that does not qualify for BOI, the Treaty of Amity is the right choice. For a US citizen setting up a qualifying tech business or making a substantial BOI investment, BOI's tax holidays and SMART Visa access may make it more attractive despite the complexity. The treaty and BOI are not mutually exclusive a Treaty of Amity company can also hold BOI promotion.
Step-by-Step: Registering a Treaty of Amity Company
- Confirm your activity is not excluded from the treaty (see the restricted list above). Take legal advice if uncertain.
- Register the Thai Private Limited Company with the DBD through the standard process. US ownership structure is set up from the beginning; treaty certification comes separately.
- Apply for Treaty of Amity certification at the Department of Business Development (Ministry of Commerce). Required: application form, company registration documents, passport copies for all US shareholders, and company affidavit confirming majority US ownership.
- Receive certification. This is the document that provides the FBA exemption. Maintain it as a core company document.
- Proceed with post-registration steps: open bank account, register for tax, apply for work permit, begin operations.
Timeline: Treaty certification typically adds 2-4 weeks to the standard company registration timeline. Total setup time from engagement to operational readiness: typically 6-10 weeks for a straightforward Treaty of Amity company.