An Amity Treaty Company is the preferential way, for most American Citizens, of incorporating a company in Thailand or a representative office, in which permits majority of shareholding to be granted to Americans instead of the usual prohibition for Thai incorporated companies which must usually have a majority of at least 51% Thai shareholders.
Companies formed under the US Amity of Treaty although may be foreign, but they do not however fall under the Foreign Business Act as Thailand and America signed a Treaty in the year 1966 that decided Thailand would allow for American Citizens to incorporate companies in Thailand, with the majority shareholding being American, and having the privileges and benefits to engage in business as a Thai Limited.
However, the following restrictions are still applicable for companies formed under the US Amity:
An Amity Treaty company cannot own land
An Amity Treaty company cannot engage in businesses to do with:
Natural Resources Exploitation
Domestic Trade in Agriculture Products
Conducting of Inland Transportation and Communication Industries
American sole Proprietorship – U.S. citizen by birth or naturalization
U.S. Company acquiring Thai Company: Partnership Branch Office, Joint Venture, or Limited Company – U.S. citizen by birth or naturalization
Thai Company with Majority of American’s shareholder(s) – U.S. citizen by birth or naturalization.
In order to process an application to receive authority to incorporate an Amity Treaty company, it is first essential to comply with the administrative procedures which involve various steps depending upon which kind of company you wish to incorporate in order to receive certification.
Sole Proprietorship – for a Sole Proprietorship, the relevant documentation such as your US Birth Certificate or US passport must be used to verify US citizenship and submitted for certification at the Commercial Services office (CSO) at the US Embassy in Bangkok.
Partnership Branch Office, Joint Venture and Company Limited
A list of documents is compiled and is submitted to the CSO at the US Embassy in Bangkok for certification.
For a Subsidiary Company that is for a larger parent company, the applying US Company and the company that is applying must provide the same documents as required by a Partnership Branch office, however, must also submit those same documents of the parent company as well to the CSO at the US Embassy in Bangkok for certification.
US Company to Invest in Thai Company
A US company that wishes to invest in an existing Thai Company in order to obtain a majority of the Thai shares in that company, the applying company must show proof that the majority of the owners and directors of both the relevant companies are US Citizens or to be US citizens. All proof submitted for certification must be notarized.
Once the relevant documents have been submitted to the CSO, the Thai Department of Business Development will then proceed to issue out a certificate that certifies that the applying entity is an American owned and managed company and will then be entitled to receive national company privileges within Thailand under the Amity Treaty.
The process for application for an Amity Treaty is complex and at times may vary with regards to documentation and circumstances. The process may take up to 2-6 weeks depending upon the certification and the actual verification process. For this reason, it is recommended that you are in touch with a lawyer or solicitor to discuss your options.