Treaty of Amity FAQ
1. How long does it take to register for the Treaty of Amity?
It will take approximately 1 week to register with the US Commercial Service. After the US Commercial Service issues the certification document, it will take 2-3 weeks following an application submission to the Ministry of Commerce.
2. What does it cost to apply for registration under the Treaty of Amity?
3. Where can I have my documents, including copies of passports, notarized? Are documents notarized in Thailand acceptable?
For a US business entity, documents must be notarized at a notary public in the USA.
For American citizens who reside in Thailand, passports must be notarized at the American Citizens Services section at the US Embassy in Bangkok or the US 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
4. 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.
5. What are business activities are restricted from American investment?
6. How to do qualified US companies or persons apply for protection under the Treaty of Amity?
To receive protection under the Treaty, qualified US companies or applying persons need to meet the following requirements:
1. The majority shareholder(s) must be an American citizen(s) or US businesses
2. The majority of the board of director(s) must be Thai or American.
Please note that the above requirement will apply to the parent company in the US in order to show proof of ownership at every level until the ultimate ownership.
7. What is meant by the term “ultimate ownership”?
The term “ultimate ownership” implies that the applicant needs to provide proof that the majority of owners and directors in the company at every level are US citizens.
The ultimate ownership must be one of three forms:
8. What if members of the Board of Directors are of a third nationality?
The Board of Directors must have a majority of Thai or American citizens on the board. Those of different nationalities must co-sign with a Thai or American director.
9. What are the benefits of registering under the Treaty of Amity?
This treaty allows US citizens and businesses to establish a company or branch office in Thailand. It allows American companies to own a majority of the shares and receive national treatment. That is, they may engage in business on the same basis as Thais, and are exempted from most of the restrictions on foreign investment imposed by the Foreign Business Act B.E. 2542 (1999)
10. What if no one shareholder has held more than 51 percent of shares?
If no shareholder owns a majority (greater than 50 percent) of shares, a group of shareholders whose combined shares constitute a majority may constitute ultimate ownership. Each shareholder in this group must submit a notarized copy of their passport.
11. What if the majority shareholder is US business entity?
The applying company needs to provide a notarized affidavit, bylaws, and article of incorporation/association of the US 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.
12. Does the parent company need to be located in the US territories?
Yes. Otherwise, the applying company will be unqualified.
13. Is a US entity, which is a wholly-owned subsidiary of the third nationality entity, qualified to apply under the Treaty of Amity protection?
14. Should I consult a legal firm during this process?
Consultation with a legal firm is advisable, as documents submitted to the Ministry of Commerce must be submitted in Thai. A list of legal service providers is available at http://export.gov/thailand/businessserviceprovider/index.asp?bsp_cat=80120000
15. How do I pick up and pay for the certification document at the US Commercial Service?
Please click the link provided on the Participation Agreement. Then, you select “Credit card” for online payment.
16. Where can I find the Treaty of Amity online?
Read the Treaty online here: http://export.gov/thailand/treatyofamity/index.asp
17. Where can I find the request form, steps, procedures, and documents required under the Treaty of Amity?
Please download those files at http://export.gov/thailand/treatyofamity/registerfortreatyofamity/index.asp
18. Can the benefits under the Treaty of Amity transfer?
Yes. The Treaty of Amity Company has to remain US majority shareholder and board of directors.
19. If the ownership has been transferred, does the company need to notify the US 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 US Commercial Service.
20. Is there a minimum capital registration requirement for registering business?
There are no limitations on registered share capital; in practice, a minimum of Bt3 million is advisable. If a company has an authorized and paid up capital of less than this amount, it could have difficulty in obtaining work permits for foreigners.