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Treaty of Amity and Economic Relations between the Kingdom of Thailand and the United States of America

The U.S.-Thai Treaty of Amity and Economic Relations of 1833, commonly referred to as the Treaty of Amity, is a special economic relationship between the United States of America and the Kingdom of Thailand that give special rights and benefits to U.S. citizens who wish to establish their businesses in Thailand. The Treaty of Amity treaty was amended in 1966 and provides two major benefits:

  • American companies are permitted to maintain a majority shareholding or to wholly own its company, branch office or representative office located in Thailand.
  • American companies receive national treatment, meaning U.S. firms 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.

Despite the Treaty of Amity, there are still certain restrictions on U.S. investment as follows:

  • Owning land;
  • Engaging in inland transportation and communication industries;
  • Engaging in fiduciary functions;
  • Engaging in banking involving depository functions;
  • Engaging in domestic trade in indigenous agricultural products;
  • Exploiting land or other natural resources

Despite the advantages conveyed by the Treaty, some U.S. companies continue to pursue joint ventures with Thai partners and permit them to have a majority stake because of their familiarity with the Thai economy, business culture and local regulations. The U.S. Commercial Service in Bangkok can help U.S. companies identify qualified Thai partners. For more information on services available for U.S. firms see: http://www.export.gov/thailand/servicesforu.s.companies/index.asp

Prior to conducting business in Thailand, U.S. firms should be familiar with other restrictions on foreign businesses in Thailand. Important Thai business laws include:

The Alien Employment Act (Decree No. 322) - effective as of 1978, this Act requires non-Thais to obtain a work permit before engaging in any work activity. There are 39 restricted occupations, including accounting, engineering and legal professions. Foreign professionals in these fields sometimes work as consultants in conjunction with local counterparts. Currently, this act is under judicial review.

The Immigration Act of 1979 - grants Americans up to a 30-day visit in Thailand without a visa. For business visits of longer duration, the Immigration Department requires a non-immigrant visa, category B. The visa is valid for 90 days for a single entry of 180 days for multiple entries, and must be obtained before entering Thailand.

The Alien Business Law (ABL) - also known as the National Executive Announcement No. 281 of 1972, restricts business activity of aliens or non-Thais. "Alien" and "Alien Business" is defined as a natural person or juristic person without Thai Nationality. This includes a business at least one-half of the registered capital held by aliens. The three restricted categories are:

  • Category A: is completely closed to foreigners (with a few exceptions exist); services such as accounting, law and architecture are notably included;
  • Category B: is closed unless promoted by the Board of Investment and includes fishing, printing, tour agencies and other businesses;
  • Category C: requires an Alien Business License, and includes retail, wholesale and others businesses. A full list of restricted industries can be provided upon request.

Application Process for Companies Seeking Protection under the Treaty of Amity

  • Certification Letter Issuance Service by U.S. Commercial Service, U.S. Embassy in Bangkok:
    The U.S. Commercial Service is responsible for issuing a certification letter to confirm that the applicant is qualified to apply for protection under the Treaty of Amity. The applicant must first obtain documents verifying that the company has been registered in compliance with Thai Law. Upon receipt of the required documents, the U.S. Commercial Service office then will certify to the Thai Department of Commercial Registration in the Ministry of Commerce that the applicant is an American owned and managed company or is an American citizen and is therefore entitled to national treatment under the provisions of the Treaty.
  • Application to Ministry of Commerce: After obtaining a certification letter from U.S. Commercial Service, the applying business organization must submit required documents, along with a completed application form, to the Bureau of Foreign Business Administration, Department of Business Development, Ministry of Commerce, in order to fully register under the Treaty. Contact telephone number for the Bureau of Foreign Business Administration is (66) 2-547-4425/6

FAQ - Frequently Asked Questions

Do I need to work through a law firm to file for protection under the Treaty?

  • No, but consulting with an attorney is highly recommended as the procedures for application under the Treaty of Amity can be complex and time consuming. A list of law firms operating in Thailand that can assist with Treaty of Amity registration can be found here: http://www.export.gov/thailand/businessserviceprovider/index.asp

How long does it take to register for the Treaty of Amity?

  • The entire process takes approximately four to five weeks. With a complete set of documents, it normally takes 3 working days to obtain a certification letter from the U.S. Commercial Service. After the U.S. Commercial Service issues the certification document, it will take 2-3 weeks following an application submission to the Ministry of Commerce. The U.S. Commercial Service also offers expedited service.

What are the fees for registration under the Treaty of Amity?

Certification of documents by the U.S. Commercial Service:

  • USD 80 - Regular certification service. Client will have to pay online via credit card. (Payment will have to be made online through a secure link that our office will provide.
  • USD 120 - For certification and legalization, that requires 24-hour expedited processing. (The request can be accommodated only when there is an authorized American officer available.
  • USD 180 - For urgent request that clients can pick up the certification letter on the same day. (Please e-mail to both Ms. Kornluck and Ms. Panvipa at ktantisa@trade.gov and pchaiyas@trade.gov to check availability, at least one day prior document submission).

Thai Ministry of Commerce:

  • THB 2,000 application fee and THB 20,000 for certificate

What are the required documents for certification and legalization at U.S. Commercial Service?

The majority shareholder is U.S. business entity.

  • Request Form for Treaty of Amity Certification Letter
  • Applying company’s documents issued by Department of Business Development, Thailand Ministry of Commerce which include

1. Certificate

2. Company Objectives

3. Memorandum of Association

4. Articles of Association

5. List of Shareholders

6. Certificate of Company Registration

  • The applying company needs to provide a notarized affidavit, bylaws, and article of incorporation/association of the U.S. parent business entity and a notarized copy of the American passport of the major shareholder(s) of that company in order to show proof of the business ownership.

The majority shareholder is/are U.S. citizen(s).

  • Request Form for Treaty of Amity Certification Letter
  • Applying company’s documents issued by Department of Business Development, Thailand Ministry of Commerce which include

1. Certificate

2. Company Objectives

3. Memorandum of Association

4. Articles of Association

5. List of Shareholders

6. Certificate of Company Registration

7. Copy of passports of American major shareholders, notarized either by U.S. Notary Public or U.S. Embassy/Consulate in Thailand

Where can I have my documents, including copies of passports, notarized? Are documents notarized in Thailand acceptable?

  • For a U.S. business entity, all documents must be notarized at a notary public in the U.S.A.
  • For American citizens who reside in Thailand, passports must be notarized at the American Citizens Services section at the U.S. Embassy in Bangkok or the U.S. Consulate in Chiang Mai. Documents cannot be notarized by a Thai firm. For information regarding notary services, see: http://bangkok.usembassy.gov/service/notarial-services.html

Do Thai documents need to be notarized?

  • Thai documents do not have to be notarized or certified but they must be translated into English. All documents need to be valid at least six months.

What are the requirements for U.S. companies or persons that are qualified to apply for protection under the Treaty of Amity?

  • To receive protection under the Treaty, qualified U.S. companies or applying persons need to meet the following requirements:
  • Majority shareholding (at least 51%) must belong to U.S. citizen(s) or U.S. legal entity(ies).
  • The majority of the board of director(s) must be Thai or American nationals.
  • Please note that the above requirement will apply to the parent company in the U.S. in order to show proof of ownership at every level until the ultimate ownership.

What if members of the Board of Directors are of a third nationality?

  • The Board of Directors must have a majority (at least 51%) of Thai or American citizens on the board. Those of third-nationalities must co-sign with a Thai or American director.

Does the parent company need to be located in U.S. territories?

  • Yes. Otherwise, the applying company will be unqualified.

Is a U.S. entity, which is a wholly-owned subsidiary of a third nationality entity, qualified to apply under the Treaty of Amity protection?

  • No. The parent company must be located in the United States or its territories.

Can the benefits under the Treaty of Amity be transferred?

  • Yes. The Treaty of Amity Company has to remain U.S. majority shareholder and board of directors.

If the ownership has been transferred, does the company need to notify the U.S. Commercial Service?

  • No. The company needs to update the list of shareholder at the Department of Business Development, Ministry of Commerce, and then submit the application to the U.S. Commercial Service.

Is there a minimum capital registration requirement for registering business?

  • Treaty of Amity companies operating in Thailand, whether as a branch office of a company incorporated under USA laws or as a Thai limited company with American majority shareholders, incorporated under Thai laws, have to comply with the Ministerial Regulations regarding minimum capital and timeframe to bring the minimum capital into Thailand issued on 30 August 2009 under the Foreign Business Act B.E. 2542.

Minimum Capital Requirement

  • If a Treaty of Amity company operates businesses that are not in the schedules annexed to the Foreign Business Act B.E. 2542 (thus it is not required to obtain a Foreign Business Certificate), the minimum capital is Baht 2 million.
  • If the Treaty of Amity company operates businesses that are in the schedules annexed to the Foreign Business Act B.E. 2542 (thus it is required to obtain a Foreign Business Certificate before it can operate the businesses), the minimum capital must be no less than 25% of one-year average of the three-year operating expense forecast (that was submitted when applying for the foreign business certificate) and no less than Baht 3 million per business.

Time Frame for Meeting Capital Requirement

  • For the Treaty of Amity companies that started their business operation or received their Foreign Business Certificate before 30 August 2009, they must bring in the required minimum capital in foreign currency to Thailand within 29 August 2019.
  • For the Treaty of Amity companies that started their business operation or received their Foreign Business Certificate on or after 30 August 2009, they must bring in the required minimum capital in foreign currency to Thailand within 29 August 2024.

Method of Compliance for Capital Requirement

  • For the Treaty of Amity companies that operate in Thailand as a branch office of a U.S. company, the way to comply with this regulation is to bring in the capital by sending the money in a foreign currency within the above time frame and inform the Director of Good Governance Office of the Department of Business Development within 15 days from remittance.
  • For the Treaty of Amity companies that are Thai limited companies incorporated under Thai laws, when they apply for the Foreign Business Certificate, they will get it without reference to the level of their registered capital. The way to comply with this regulation is whenever they wire an amount of money in a foreign currency, intended to be part of the minimum capital per this regulation, they need to increase their registered capital, but they do not have to inform the Director of Good Governance Office of the Department of Business Development. The remittance of the required minimum capital (and thus, increase of the registered capital) must be completed within the above time frame.

For more information on how to apply for protection under the Treaty of Amity contact:

Ms. Kornluck Tantisaeree

Commercial Specialist

U.S. Embassy Bangkok

Phone: (66)-2-2055242

Email: ktantisa@trade.gov

Address:

U.S. Commercial Service (Map)

3rd Floor, Room 302,

GPF Witthayu Tower A,

93/1 Wireless Road

Lumpini, Pathumwan

Bangkok 10330, Thailand


Treaty of Amity Guide
Treaty of Amity

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