How to Register for Treaty of Amity Benefits for American Companies?

The Treaty of Amity and Economic Relations between the United States of America and the Kingdom of Thailand - commonly known as the Treaty of Amity - was signed on May 29, 1968. There are two major benefits of the treaty:

•     The Treaty allows American companies to maintain a majority shareholding or to wholly own its company, branch office or representative office located in Thailand
•     American companies receive national treatment. That is, they may engage in business on the same basis as Thai companies, and are exempt from most of the restrictions on foreign investment imposed by the Alien Business Law of 1972.

Restrictions on American investment still exist. They include:

1. owning land;

2. engaging in the business of inland communications;

3. engaging in inland transportation and communication industries:

4. engaging in fiduciary functions;

5. engaging in banking involving depository functions;

6. engaging in domestic trade in indigenous agricultural products;

7. exploiting land or other natural resources

 

Some US businesses still choose to form joint ventures with Thai partners and allow them to hold the majority stake because of their familiarity with the Thai economy and local regulations.

To qualify for benefits under the Treaty of Amity, the steps outlined in the table below must be completed. Application for certification of a Treaty company is generally done in conjunction with or after establishment of a company (Contact the Commercial Service for information on registering a Thai Company).

Completion of the entire Treaty certification process typically takes about five weeks. It normally takes less than one week for certification from the U.S. Commercial Service office. The steps required for Commercial Service certification are attached.

It may be advisable to consult with a Thai legal or tax expert to be assured of successful registration.

Contacts :

U.S. Commercial Service

Diethelm Tower A, 3rd Floor, Suite 304

93/1 Wireless Road

Bangkok, 10330, Thailand

Tel : (662) 255-4365

Fax : (662) 255-2915

E-mail : This e-mail address is being protected from spam bots, you need JavaScript enabled to view it

 

Department of Commercial Registration

Ministry of Commerce

Maha Rat Road

Bangkok 10200

Tel : (662) 222-9851, 222-9889

Fax : (662) 225-8493

Disclaimer : Although the information in this report has been obtained from sources believed to be reliable, we do not guarantee its accuracy and such information may be incomplete or condensed. Please seek professional advice for more specific information.

Treaty of Amity Registration Procedures:

1. File documents

To begin the process, documents listed below must be filed with the U.S. Commercial Service (CS) Diethelm Tower on Wireless Road.

Blank application forms may be obtained from the Department of Registration in the Thai Ministry of Commerce.

Sole Proprietorship:

Documents Required:

Notarized copy of owner�s passport or birth certificate to prove U.S. citizenship. Notarization services can be obtained at the U.S. Embassy�s American Citizen Services.

Partnership, Rep office, Branch office, Joint Venture, or Limited Company:

Documents required:

A. Articles of Incorporation

B. Bylaws of the Company

C. An affidavit of the Manager or Corporate Officer, stating the following:

•     Name of the Company, registration number, and date of registration.
•     Address of registered office.
•     Jurisdiction under which the corporation is registered.
•     Name, address, nationality, age and race of each director, number of shares held by each, and identification of the director(s) with the power to bind the company.
•     Authorized capital of the Company, number of shares and par value of each and amount of paid up capital.
•     Total number of shareholders, their nationalities, and number of shares owned or held by them.

D. Certificate of Good Standing

U.S. subsidiary:

Same as above for both subsidiary and parent company

U.S. company acquiring Thai company

For an applying US company wishing to invest directly in a Thai company so as to obtain a majority of the Thai company�s shares, the applying company must show notarized proof that the 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 the Commercial Service

Upon receipt of the preceding required documents the US&FCS office then 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 is therefore entitled to national treatment under 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.