U.S.-Thai Treaty of Amity company registration in Thailand: a legal and SEO-optimized guide

U.S.-Thai Treaty of Amity company registration in Thailand: a legal and SEO-optimized guide

Introduction

For American founders and U.S.-owned SMEs, the U.S.-Thai Treaty of Amity company registration in Thailand creates a unique pathway to operate with national treatment in many sectors. The pathway typically involves four checkpoints: incorporate a Thai company, obtain a U.S. Embassy certification letter, secure a Foreign Business Certificate under Section 11 of the Foreign Business Act, and observe treaty-carved exclusions such as communications, transport, depository banking, land and natural resources, and domestic trade in indigenous agricultural products.

What is the Treaty and what does it do

The Treaty of Amity and Economic Relations 1966 between Thailand and the United States grants U.S. nationals and U.S.-controlled companies national treatment in Thailand, subject to enumerated exceptions. It allows majority or even 100 percent U.S. ownership while exempting many activities from ordinary foreign restrictions, provided the enterprise is properly certified. Authoritative text appears in the United Nations Treaty Series.

The reserved sectors you cannot rely on the Treaty to access

Under Article 4 of the treaty, Thailand may prohibit or limit foreign participation in these fields: communications, transport, fiduciary functions, banking involving depository functions, exploitation of land or other natural resources, domestic trade in indigenous agricultural products, and land ownership. Treaties sources and U.S. commercial guidance consistently list the same carve-outs.

How the Treaty interacts with the Foreign Business Act

Thailand’s Foreign Business Act B.E. 2542 sets out restricted Lists 1 to 3. Section 10 confirms that foreigners operating under a binding treaty are exempt from certain FBA provisions and Section 11 provides for issuance of a Foreign Business Certificate (FBC) upon notification if treaty conditions are met. UNCTAD’s Investment Laws Navigator quotes the operative text and the 30-day issuance rule.

Step-by-step: U.S.-Thai Treaty of Amity company registration in Thailand

1. Incorporate your Thai entity and prepare core corporate documents

Reserve the company name, register a private limited company with the Department of Business Development, then compile the affidavit, shareholder list, and objectives for certification and FBC filing. BOI’s One-Stop Service pages and the DBD’s certificate portal outline the corporate record set and evidence you will repeatedly use.

2. Obtain the U.S. Embassy Commercial Service certification letter

Before claiming treaty benefits, the U.S. Embassy Bangkok issues a Treaty of Amity Certification Letter that confirms qualifying U.S. ownership and control. The Embassy’s checklist explains translations, required corporate papers, and the request form.

3. Apply for a Foreign Business Certificate under Section 11

With the Embassy letter, notify the Director-General of the DBD to obtain the FBC under Section 11. The FBC formalizes your treaty status for restricted List 2 or 3 activities that are not in the treaty’s exclusions. The law provides a 30-day issuance window unless the filing is non-compliant.

4. Operate within treaty limits and sectoral laws

Even with FBC, you must stay clear of the treaty’s excluded sectors. If your model touches depository banking, natural resources, or indigenous agricultural trade, the treaty will not help. Guidance from the U.S. government and practitioner summaries align on these limitations.

Land ownership is still restricted

Foreign land ownership remains restricted by the Land Code. Section 86 contemplates treaty-based exceptions, but there is no current treaty enabling private foreign land ownership in practice. Businesses typically use registered long-term leases or condominium freehold where eligible. Public legal resources consistently note the lack of an effective treaty-based land ownership right today.

FBC versus FBL: which authorization applies

A Foreign Business Certificate under Section 11 is for treaty or promotion cases. A Foreign Business License is a discretionary approval for foreigners outside treaty or promotion routes. BOI’s One-Start One-Stop pages and industry presentations summarize when an FBC applies and typical timing and fees.

Compliance checklist for 2025 applicants

• Confirm shareholding and board control satisfy treaty expectations for U.S. ownership and management as documented in Embassy FAQs and investment climate materials.

• Keep bilingual corporate records consistent across Embassy, DBD, and Revenue filings.

• Map your business activities against the treaty exclusions and FBA Lists before filing.

• Use correct NAICS-like descriptions in objectives that match your service scope.

• Maintain capital and staffing consistent with any downstream visa or work-permit plans.

How GENTLE LAW IBL supports Treaty setups

GENTLE LAW IBL provides one-stop execution: company formation, Embassy certification support, Section 11 FBC filings, contract templates that reflect treaty boundaries, and downstream immigration planning. Our risk analysts and senior counsel align your corporate structure, contracts, and HR plans with the treaty and the FBA.

Conclusion

With preparation and correct filings, U.S.-Thai Treaty of Amity company registration in Thailand can accelerate market entry without unnecessary joint-venture compromises. The key is to lock the sequence of incorporation, Embassy certification, and Section 11 FBC, and then operate inside treaty and sectoral limits.

Contact GENTLE LAW IBL for a Treaty readiness review and filing roadmap that fits your sector and timeline.