To benefit from the protections and privileges of the US–Thailand Treaty of Amity, a company must satisfy strict legal and structural requirements. These criteria are carefully reviewed by both Thai authorities and the U.S. Embassy to ensure genuine U.S. ownership and control.

1. Shareholding and Control

At the core of Treaty eligibility is genuine American ownership and effective control of the company. In practice, this means:

  • At least 50% of the company’s shares must be held by U.S. citizens or U.S.-incorporated companies
  • A majority of directors must be U.S. nationals and/or Thai nationals
  • Management and decision-making control must remain with U.S. nationals and/or Thai nationals

Nominee arrangements or artificial structures designed to conceal true ownership are strictly prohibited. Thai authorities apply heightened scrutiny to ultimate beneficial ownership, particularly under Thailand’s anti-nominee enforcement framework. Any deviation may result in the loss of Treaty protection or violations of the Foreign Business Act.

2. Permitted Business Activities

Even if a company meets the ownership and control requirements, Treaty protection does not extend to certain reserved or sensitive sectors. U.S.-qualified companies are prohibited from engaging in the following activities:

  • Communications
  • Transportation
  • Fiduciary or trust services
  • Banking involving deposit-taking activities
  • Exploitation of land or other natural resources
  • Domestic trade in indigenous agricultural products

Outside these restricted sectors, most commercial activities—such as consulting, trading, technology services, manufacturing, and regional headquarters operations—remain fully accessible under the Treaty.

3. Director Nationality Requirement

In addition to shareholding, governance structure is critical. As a general rule, the majority of directors must be U.S. nationals, ensuring that strategic control and oversight remain firmly aligned with Treaty requirements.

In practice, compliance under the Treaty of Amity is not a one-time exercise but an ongoing obligation. Any changes to shareholding, directors, or business activities must be carefully reviewed to preserve Treaty eligibility and avoid regulatory exposure.

How H&P Can Assist

At Herrera & Partners (H&P), we take pride in providing comprehensive legal advisory services to foreign investors. If you are considering establishing a business in Thailand but are unsure which legal strategy best suits your objectives, our bilingual team ensures clear communication and a smooth, efficient process from start to finish. We offer practical, legally sound guidance tailored to your specific business needs.

We provide end-to-end support, combining in-depth legal expertise with a hands-on, solution-oriented approach. Our goal is to ensure that our clients maximize the benefits of their legal rights while maintaining full compliance with all applicable laws and regulations.

If you would like to learn more about doing business in Thailand or explore how our firm can assist you, please contact us at the details below:

📧 Email: info@herrera-partners.com
🏢 Office in Bangkok: Herrera and Partners Co., Ltd.
                                        142 Two Pacific Place, 17th Floor, Sukhumvit Road, Klongtoey, Bangkok
📞 Telephone: +66 2 254 5600