US Treaty of Amity Thailand 2025: how to qualify, obtain an FBC, and operate compliantly

US Treaty of Amity Thailand 2025: how to qualify, obtain an FBC, and operate compliantly

Introduction

The US Treaty of Amity and Economic Relations gives qualifying American-owned companies national treatment in Thailand, allowing majority or 100 percent US ownership in most sectors if procedural steps are followed. The treaty remains in force and sits alongside the Thai Foreign Business Act, which requires Amity companies to notify the Ministry of Commerce and obtain a Foreign Business Certificate before operating restricted activities.

Legal backbone you can cite

• Treaty rights. The 1966 treaty provides national treatment to US nationals and companies, subject to specific Thai reservations.

• Thai implementation. Foreigners relying on a treaty must notify the Director-General and obtain a certificate. The Director-General must issue the certificate without delay and not later than 30 days after receiving the written notification, unless the filing fails the ministerial rules or Section 10 conditions.

• Minimum capital. Section 14 of the Foreign Business Act sets the minimum capital floor at not less than 2 million baht, and raises it to not less than 3 million baht per business if the activity requires permission under the Lists. Ministerial regulations may set timing for bringing capital into Thailand.

What Amity does not cover

Even with national treatment, Thailand may reserve the following sectors for Thai control: communications, transportation, fiduciary functions, banking involving depository functions, ownership of land and exploitation of land or other natural resources, and domestic trade in indigenous agricultural products. Do not plan in these sectors without a separate legal basis.

US Treaty of Amity Thailand 2025 checklist

1) Confirm eligibility and control

You must demonstrate majority ownership by US nationals at the beneficial level and align governance to keep control with US or Thai directors. The U.S. Commercial Service in Bangkok is the certifying authority for Amity eligibility and provides the contact gateway for applicants.

2) Sequence the filings

• Incorporate the Thai entity with the Department of Business Development and collect corporate documents.

• Obtain the U.S. Commercial Service certification letter to confirm Amity eligibility.

• Apply for the Foreign Business Certificate at the DBD. An Amity company must still obtain the FBC before undertaking restricted activities.

3) Capitalize correctly

Set paid-up capital with the Section 14 thresholds in mind. If your intended business line falls under the restricted Lists, treat 3 million baht per business as the statutory floor, or a higher amount if ministerial rules or regulators prescribe it. If the activity is outside the Lists, budget at least 2 million baht. Keep documentary evidence of offshore remittance timing and paid-in status.

4) Calendar the 30 day issuance rule

Once the DBD receives a compliant treaty notification, the Director-General must issue the certificate within 30 days or notify you within the same timeframe if the filing is non-compliant. Use this deadline as a project control for go-live.

5) Keep immigration and labor compliance separate

Treaty status does not waive visas or work permits. Plan Non-B visas and work permits under Thai immigration and labor rules and avoid assuming Amity changes these requirements.

Practical setup tips for controllers and counsel

• Define scope against the restricted Lists before drafting objects. If your scope touches any reserved sector listed above, structure around it or use another legal route.

• Draft shareholder and director mechanics that preserve US majority control and prevent inadvertent dilution.

• Map internal controls to the FBC conditions, including any activity-specific restrictions imposed by DBD.

• Budget for minimum capital timing and maintain proof of remittance to meet Section 14 and ministerial rules.

Decision guide: Amity vs FBL vs BOI

Route	Ownership	Approval body	Typical timing	When it fits
Amity + FBC	Up to 100 percent US ownership in most sectors	DBD issues FBC after USCS certification	Certificate within statutory 30 days of compliant notification	US-owned SMEs providing services or trading outside the treaty reservations
Foreign Business License	Any foreign ownership	DBD License under Lists 2 or 3	Discretionary review timeline	Non-US investors or activities not eligible for Amity or BOI
BOI promotion + FBC	Up to 100 percent foreign ownership if promoted	BOI approval, then DBD certificate	BOI project timeline plus certificate issuance	Tech, industrial, or targeted service projects with BOI incentives

Sources: FBA Sections 11 and 14, BOI OSOS guidance.

Frequently asked questions

Do Amity companies still need a Foreign Business Certificate Yes. The treaty is implemented through the Foreign Business Act. Foreigners operating listed businesses by virtue of a treaty must notify the Director-General and obtain a certificate before operating.

How fast is the certificate The Director-General must issue the certificate without delay and not later than 30 days after receipt of a compliant notification.

What minimum capital applies At least 2 million baht for non-listed businesses. If your activity is in the restricted Lists, not less than 3 million baht per business under ministerial rules.

Which sectors are carved out of Amity Communications, transportation, fiduciary functions, banking with depository functions, ownership of land and exploitation of land or other natural resources, and domestic trade in indigenous agricultural products.

Does Amity remove work permit or visa requirements No. Immigration and labor compliance remain required. Plan visas and work permits as usual.

How GENTLE LAW IBL de-risks Amity projects

• Eligibility and certification. We verify beneficial US ownership and prepare the U.S. Commercial Service package before DBD filing.

• FBC procurement. We draft Thai-language objects and activity descriptions that fit FBA List practice and secure the certificate within the statutory window.

• Ongoing compliance. We install capital, share transfer, and director controls to preserve treaty status and avoid nominee risk.

Call to action

If you want a smooth, audit-ready setup under the US Treaty of Amity Thailand 2025, GENTLE LAW IBL can structure your shareholding, secure the U.S. Commercial Service certification, and obtain the Foreign Business Certificate on schedule.

Book a consultation: https://www.gentlelawibl.com