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Company Registration / Amity Treaty
 

Under Thailand Law, Businesses in Thailand for Thai people may be registered as sole proprietorships, limited and unlimited partnerships, limited companies, public companies, branch offices, or representative and regional offices.

However, for foreigners, The Foreign Business Act 1999, formerly known as The Alien Business Law, restricts business activity of non-Thai "aliens" by classifying businesses into three categories: Businesses in list one are generally closed to foreigners. Businesses in lists two and three generally require an Alien Business License for a foreigner to own and operate them.


Since 1966, The Kingdom of Thailand and the United States of America have entered U.S.-Thai Treaty of Amity and Economic Relations of 1966 ("Amity Treaty") which exempt American Citizens either by birth or naturalization from many restrictions imposed by the Alien Business Law of 1972.

The Treaty allows American companies to maintain a majority shareholding or own its company 100%, branch office or representative office located in Thailand. They may engage in any businesses on the same basis as Thai companies in the USA. Amity Treaty Companies are not allowed to own land or engage in certain enterprises such as domestic trade in agricultural products, land and natural resources exploitation and the liberal professions. However, the disadvantages to Amity Treaty Companies is Amity Treaty companies take longer and are more expensive to register than both Thai companies and non-Amity Treaty foreign majority companies.  Amity Treaties also operate under a Foreign Business license and therefore generally under greater scrutiny than Thai majority companies.

Businesses registering through the Treaty of Amity do not have to receive approval from the BOI but it may be advisable that they do so in order to attain some of the other benefits available from the BOI. Nonetheless, certain businesses, such as those in List One and the liberal professions, are still prohibited even to American companies.

In return, Thais are extended reciprocal rights to invest in the U.S., and Thai businesspersons are eligible to receive U.S. visas as "treaty traders" and "treaty investors". Under the Treaty, Thailand is permitted to apply the following restrictions to American and other foreign investment: owning land; engaging in the business of inland communications; inland transportation; fiduciary functions; banking involving depository functions; engaging in domestic trade in indigenous agricultural products; and exploiting land or other natural resources

Application for certification of a Treaty company is conducted with or after establishing a Thai company. It normally takes less than one week for certification and may take 1-3 months to complete.

 
Condition of registering
Formation of a company
Seven individual promoters are required for the registration of the memorandum of the company.
 

Basically, in order for a company to qualify under the Treaty of Amity it must

 
  1. Be incorporated in the USA
  2. Be majority owned by US citizens or US companies and
  3. Have a board of directors (management) controlled by US citizens or US companies.
 
Registered Capital
At least 2,000,000 baht fully paid up.
 
Please note to have an Amity Treaty company you must first have a Thai Company. You still need a work permit and must employ 4 Thais for every work permit. The application must be applied for in Bangkok and we can help
 
How to register for Amity Treaty
1.
Take the documents mention below to the U.S. Commercial Service on Wireless Road. Obtain forms from the Department of Registration - Thai Ministry of Commerce.
 
1.1
Type of Organization: Sole Proprietorship.  Partnership, Branch office, Joint Venture, or Limited Company
1.2
Notarized copy of owner’s passport or birth certificate to prove U.S. citizenship (get from the US Embassy)
1.3 Articles of Incorporation; Bylaws of the Company
1.4 An affidavit from the Manager or Corporate Officer, stating the following:
 
1.4.1 Name of the Company, registration number, and
1.4.2 Date of registration.
1.4.3
Address of registered office; Jurisdiction under which the corporation is registered.
1.4.4 Name, address, age, nationality and race of each director,
1.4.5

Number of shares held by each

1.4.6 IIdentify the director's with the power to bind the company.
1.4.7
Authorized capital of the Company, number of shares and par value of each and amount of paid up capital.
1.4.8
Total number of shareholders, nationalities, and number of shares owned or held by them.
1.5 Certificate regarding the company
   

Remark : For an applying US company wishing to invest directly in a Thai company to obtain a majority of the Thai company’s shares, the applying company must show notarized proof that majority of owners and directors of both the applying company and the company to be incorporated are (or will be) US citizens either by birth or naturalization.

   
2.
Certification by Commercial Service - Once received, the US & FCS office will certify to the Thai Department of Commercial Registration in the Ministry of Commerce that the applying business organization is an American owned and managed company and therefore entitled to the provisions of the Treaty.
   
3. Application to Ministry of Commerce - After certification by the CS, original copies of all the above-mentioned required documents, along with a completed application form must be given to the Thai Department of Commercial Registration in the Ministry of Commerce in order to fully register under the Treaty.
 
Documents and Information Required
1. Thai individuals as promoters, shareholders or directors:
 
1.1 Signed copy of  I.D. card
1.2 Signed copy of house registration
1.3 Age
1.4 Occupation
2. US individuals as promoters, shareholders or directors:
 
2.1 Signed copy of passport
2.2 Age
2.3 Address
2.4 Occupation
3. US company desires to qualify as a US shareholder under the Treaty of Amity:
 
3.1 Certificate of incorporation and certificate of good standing (or equivalent)
3.2 List of shareholders, articles of association (by-laws)
3.3 A power of attorney to process the matter with the U.S. Embassy in Thailand.
3.4
A letter signed by the authorized director(s) of the US company's head office must be addressed to the U.S. Embassy in Thailand indicating
 
3.4.1
The desire of the Company to acquire the privileges under the Treaty of Amity and Economic Relations between the Kingdom of Thailand and the United States of America,
3.4.2 The name of the company to be incorporated in Thailand
3.4.3 The names and nationalities of the intended shareholders of the new company.
 
Remark: These documents must be notarized by a Notary Public and authenticated by the Royal Thai Embassy or Consulate in USA.
 

Company Registration | Amity Treaty | Representation Office