Treaty of Amity and Economic Relations (Thailand–United States)

Register a Company Under the U.S.-Thai Treaty of Amity

United States citizens have special rights when establishing businesses in Thailand under the U.S.-Thai Treaty of Amity. This treaty allows Americans to own the majority of shares or entire companies, granting them exemptions from certain foreign investment restrictions. As a result, American-owned businesses can operate similarly to Thai-owned companies. If you're a U.S. citizen considering doing business in Thailand, setting up a U.S. Treaty of Amity company may be the right choice.

Benefits of a U.S. Treaty of Amity Company

One of the key advantages of a U.S. Treaty of Amity company is the ability to own 100% of the business or the majority of shares—an option unavailable to most foreign investors.

Additionally, the treaty provides business flexibility, allowing Americans to establish sole proprietorships in Thailand. This is the only way a foreigner can legally operate as a sole proprietor in the country.

Investors also benefit from relaxed restrictions compared to other foreign businesses. In many cases, a U.S. Treaty of Amity company is treated similarly to a Thai-owned business.

Drawbacks of Starting a U.S. Treaty of Amity Company

Before proceeding, it’s important to be aware of the limitations. The legal team at Lotus Ledger can help you evaluate whether this structure aligns with your business goals.

• Industry Restrictions – Companies registered under the treaty cannot engage in telecommunications, transportation, domestic trade of indigenous agricultural products, or fiduciary and depository banking functions.

• Land Ownership Restrictions – While the business can be fully American-owned, it is still classified as a foreign entity and cannot own land in Thailand. If land ownership is a priority, alternative business structures should be explored.

• Limited Eligibility – This option is available exclusively to U.S. citizens. Investors from other countries must consider different company structures.

Legal Requirements

To qualify as a U.S. Treaty of Amity company, specific criteria must be met:

• Ownership Requirements – At least 51% of the shares must be held by U.S. citizens, though full U.S. ownership is allowed.

• Board Composition – If applicable, at least half of the company’s board of directors must be U.S. citizens. The board can also be entirely American if preferred.

• Capital Requirements – The minimum registered capital depends on whether the company requires a Foreign Business License:

  • 2 million Baht if no Foreign Business License is needed.

  • 3 million Baht per business activity if a Foreign Business License is required.
    Lotus Ledger can help clarify these requirements and ensure compliance before registration.

Timeline for Registering a U.S. Treaty of Amity Company

The registration process typically takes four to five weeks, though errors in paperwork can cause delays. Lotus Ledger ensures all documentation is correctly prepared and submitted to prevent setbacks.

There are two key steps in the process:

1. Obtaining Treaty of Amity Certification

2. Registering the Company

Obtaining Treaty of Amity Certification

This involves three phases:

1. Submitting required documents to demonstrate compliance with Thai law.

2. The documents are reviewed, and if approved, certification is sent to the Thai Department of Commercial Registration.

3. The company provides additional documentation to the Thai Ministry of Commerce for final approval.

Registering a U.S. Treaty of Amity Company

Once certification is granted, the company can proceed with registration. The process varies depending on the business structure:

• Sole Proprietorships – U.S. citizens must provide proof of citizenship (such as a notarized copy of a passport or birth certificate) to the Commercial Service Office at the U.S. Embassy in Bangkok. This is the only step required.

• Other Business Structures (Partnerships, Limited Companies, Joint Ventures, etc.) – The company must submit notarized corporate documents, including the articles of incorporation, bylaws, and an affidavit detailing company ownership, directors, and capital. These must be sent to the U.S. Embassy for review.

• Subsidiaries of a U.S. Parent Company – Additional documentation regarding the parent company is required.

• Investing in a Thai Company – If a U.S. Treaty of Amity company is acquiring majority ownership in a Thai company, proof of American majority ownership must be submitted.

After submission, the U.S. Embassy certifies the documents and forwards them to the Thai Department of Business Development for final registration. Once approved, the company can begin operations in Thailand.

Ensure a Smooth Registration Process

Navigating the legal and administrative requirements can be complex. Lotus Ledger provides expert guidance to ensure your U.S. Treaty of Amity company is registered correctly and efficiently. 

Contact us today to get started.