Thailand – US Treaty of Amity

The US-Thai Amity Treaty, also known as the Treaty of Amity and Economic Relations between the Kingdom of Thailand and the United States of America was signed on May 29, 1966 to give special rights and benefits to American citizens who wish to establish their businesses in Thailand.

Requirements:

• A minimum of 51% of shares must be held by American citizens
• A minimum of 50% of directors must be American citizen(s)

Minimum Capital Requirement

Although treaty-protected companies are given advantage treatment under US-Thai Amity Treaty, they still need to satisfy the minimum capital requirement under the Foreign Business Act (FBA). In case that the business is not restricted under the FBA, the minimum capital requirement for a treaty-protected company is THB 2 million. On the other hand, if the business is required to obtain a Foreign Business License under FBA, the minimum capital requirement must be THB 3 million for each business activity.

To receive protection under the Thailand Treaty of Amity, the applying business organization must pursue and administrative process to show “registration under the Treaty of Amity.” The Thai government will not recognize an American Company or branch office until it is officially registered.

In order to show “registration under the Treaty of Amity,” the applying business organization must observe the following procedures:

1. 1. For a sole proprietorship, all that is required to seek protection under the Thailand Treaty of Amity is a notarized copy of the owner’s passport or birth certificate to prove U.S. citizenship (either by birth or naturalization). They must send this information to the Commercial Service office at the U.S. Embassy in Bangkok for certification.
   2. For a Thai partnership, Thai branch office, joint venture, or Thai limited company, the following documents are required to be notarized by a Notary Public and sent to the Commercial Service office at the Embassy in Bangkok for certification:A. Articles of Incorporation
      B. Bylaws of the Company
      C. An Affidavit of the Manager or Corporate Officer, stating the following:
      1. Name of the Company, registration number, and date of registration.
         Address of registered office.
      2. Jurisdiction under which the corporation is registered.
      3. 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.
      4. Authorized capital of the Company, number of shares and par value of each and amount of paid up capital.
      5. Total number of shareholders, their nationalities, and number of shares owned or held by them.

See also What is the US-Thai Treaty of Amity.