Under the 1966 Treaty of Amity, an American-owned company can run businesses in Thailand that the Foreign Business Act otherwise restricts. The company is an ordinary Thai limited company registered at the DBD. Once the DBD issues its certificate, the company runs the certified business without a Thai majority and without a Foreign Business Licence [Foreign Business Act B.E. 2542, sections 10 and 11].

Who qualifies

American citizens or American companies must hold at least 51% of the shares, and the test applies at every level of the ownership chain. A US company that is itself owned from a third country does not qualify, and neither does a green card holder who is not a US citizen. A majority of the directors must be American or Thai. Directors of other nationalities can sit on the board but sign jointly with an American or Thai director. These are the US Commercial Service’s certification criteria, and the DBD also reads the articles and share classes to confirm that control really sits with the American shareholders.

How the company is set up

Incorporation. The Thai company is registered at the DBD with the American majority on the shareholder list.
US Embassy certification. The US Commercial Service in Bangkok confirms by letter that the company is American owned and managed.
DBD certificate. The notification goes to the DBD on form ต.6 with the certification letter. The Act gives the Director-General thirty days from notification to issue the certificate or say why not, and the certificate states the conditions the company operates under [section 11].
Capital and trading. The minimum capital is paid in and the company starts the certified business.

Capital

A company certified under a treaty needs minimum capital of at least 25% of its average yearly projected expenses over three years, and never less than 3,000,000 THB for each business [Ministerial Regulation on minimum capital B.E. 2562, clause 3]. In the DBD’s own example, projected spending that averages 100 million baht a year means 25 million baht of capital. An existing company registered with less has to increase its capital before it qualifies.

Staff and visas

Treaty status changes who may own the company and leaves the employment rules as they are. Americans working in the company need work permits and visas like any other foreigner. The Department of Employment allows one work permit for each 2,000,000 THB of paid-up capital in a Thai-registered company, up to ten. An annual extension of stay separately needs 2,000,000 THB of paid-up capital and four Thai employees for each foreigner [Immigration Bureau Order 12/2568].

Businesses the treaty leaves out

Article IV of the treaty lets Thailand keep foreigners out of communications, transport, fiduciary functions, banking involving deposits, the exploitation of land or other natural resources, and domestic trade in indigenous agricultural products. An Amity company cannot own land either, because the treaty gives Americans no right to hold land and the Land Code applies to them as to other foreigners. The DBD refuses certification where a company’s objects include land trading or real-estate operation, so a villa or land investment needs a different structure. Can foreigners own land in Thailand? sets out the lawful options.

What you receive

The company’s registration documents, in Thai with English translations
The certification file for the US Commercial Service
The DBD notification and, once issued, the Foreign Business Certificate
Where there are other investors, a shareholders agreement setting out their position alongside the American majority

How an engagement runs

Eligibility. We confirm who the American shareholder is, how the chain above them is owned and whether the planned business sits outside the treaty’s reserved list.
Documents. Company papers first, then the certification file, translated where the embassy or the DBD needs it.
Attendances. Our team attends the US Embassy and the DBD.
Handover. You receive the certificate with a note of the conditions written into it.

What this does not cover

A US citizen who holds a majority of a foreign company can face US tax on its undistributed profits, and that question belongs with a US tax adviser. Bookkeeping and the company’s monthly tax filings go to an accountant.

Fees

One fixed fee covers incorporation, the certification file and the DBD filing. We quote it after the eligibility check, and it is paid before work starts.

US Treaty of Amity Companies