Révisé par ThaiLawOnline, un cabinet d'avocats thaïlandais agréé exerçant en Thaïlande depuis 2006. Avocate thaïlandaise en charge du dossier : Wichuda Atthamethakon, LL.M., licence du barreau thaïlandais 3149/2556.
Dernière mise à jour le 5 septembre 2026
Le Traité d'amitié (สนธิสัญญาไมตรี, in full the Treaty of Amity and Economic Relations between the United States and Thailand, also the Traité d'amitié américano-thaïlandais ou Amity Treaty) is a 1966 bilateral agreement that gives US citizens and US-owned companies national treatment in Thailand, so that they may own a majority or all of a Thai company in most business sectors despite the Foreign Business Act. It does not give Americans the right to own land, which remains barred by the Code foncier, and it excludes a short list of sectors. No other nationality has a comparable general right under Thai law.
Table des matières
What the Treaty of Amity allows and excludes
The treaty overrides the 49% foreign ownership ceiling. Sous le Loi sur les entreprises étrangères BE 2542, a company more than 49% foreign-owned needs a Foreign Business Licence for most service and trading activities. A company that is majority American, with a majority of American directors, is instead treated as a Thai company for those activities once it holds a Foreign Business Certificate issued under the treaty. Signed on 29 May 1966 and in force since 1968, the treaty survived the 1999 Act through a specific carve-out for existing treaties.
Article IV keeps six sectors closed to treaty companies: communications, transport, fiduciary functions, banking involving depository functions, the exploitation of land or other natural resources, and domestic trade in indigenous agricultural products. Professions reserved to Thais (law, accountancy, architecture and the like) stay closed too, and the treaty gives no exemption from permis de travail rules, the four Thai employees per foreign work permit, or the Land Code.
How an American company obtains treaty status
Certification has two stages. The company first proves its American ownership to the US Commercial Service at the US Embassy in Bangkok, which issues a certification letter after checking passports, incorporation documents and the shareholder chain back to US citizens; green card holders do not count. The company then applies to the Département du développement des affaires for a Foreign Business Certificate under the Foreign Business Act, paying an application fee and a certificate fee that together come to about 22,000 baht. The whole process typically takes six to ten weeks.
At least 51% of the shares and a majority of the directors must be American, and the rest may be Thai or of any nationality. Minimum registered capital is 2 million baht, or 3 million baht where the activity would otherwise be restricted, and each foreign work permit requires 2 million baht of paid-up capital and four Thai employees. The certificate lapses automatically if American ownership falls below 51% or Americans lose control of the board, including through preference shares that shift voting power.
The common mistake is to assume the certificate replaces everything else. A treaty company still registers for VAT, still needs the sector-specific licences a Thai company would need, and still cannot hold a Chanote in its own name.
Treaty of Amity compared with BOI and an FBL
An American choosing between the treaty, Board of Investment promotion and a Foreign Business Licence is choosing between certainty and benefits. The treaty is quick and almost automatic but brings no tax incentives. BOI promotion allows 100% foreign ownership for any nationality in promoted activities, with tax holidays and easier work permits, but requires a qualifying project. A Foreign Business Licence is discretionary, slow and often refused.
| Itinéraire | Who qualifies | propriété foncière |
|---|---|---|
| Traité d'amitié | US citizens and US-owned companies | Non |
| Promotion BOI | Any nationality, promoted activities | Yes, for the promoted project with BOI approval |
| Foreign Business Licence | Any nationality, case by case | Non |
Since 2026 the Department of Business Development has been auditing Thai companies with foreign minority shareholders for nominee arrangements. A properly certified treaty company is outside that exercise because it needs no Thai shareholders at all, which is one of its quieter advantages.
Foire aux questions
Can a US citizen own 100% of a company in Thailand?
Yes, under the Treaty of Amity, provided the company is certified by the US Commercial Service and holds a Foreign Business Certificate from the Department of Business Development. The activity must not fall within the excluded sectors, such as transport, communications, banking with deposits or the exploitation of land.
Does the Treaty of Amity allow Americans to own land in Thailand?
No. The treaty expressly reserves the exploitation of land and natural resources, and the Land Code allows foreigners to own land only under a treaty that grants immovable property rights, which this one does not. A treaty company may lease land for up to 30 years, own a condominium unit within the foreign quota or register a usufruct or superficies.
How long does Treaty of Amity registration take and what does it cost?
From notarising the US documents to receiving the Foreign Business Certificate usually takes six to ten weeks. The US Commercial Service letter takes a few business days, and the Department of Business Development charges about 22,000 baht in application and certificate fees, on top of ordinary company registration costs.
Voir aussi : Loi sur les entreprises étrangères, Foreign Business Licence and Certificate, BOI, Candidat, Traité d'amitié en Thaïlande ET Comparing BOI, FBL and Treaty of Amity.
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