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US Treaty of Amity company registration.

Acclime offers complete legal, accounting and business services, including specialisation in setting up companies under the US Treaty of Amity. Our efficient Amity services and processes are recommended by the US Commercial Service.

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What is a US Treaty of Amity limited company?

An ‘Amity Treaty company’ in Thailand refers to a company that has been established under the terms of the ‘Treaty of Amity and Economic Relations between the United States of America and the Kingdom of Thailand’. This treaty, signed in 1966, provides for favorable investment and business conditions for companies from the United States that wish to do business in Thailand.

Companies established under the treaty are granted certain privileges and exemptions, including protection from nationalisation and expropriation of assets, and access to dispute resolution mechanisms.

The Treaty permits American companies to maintain a majority shareholding or to wholly own its company, branch office or representative office located in Thailand. This ability to have all-American shareholders is of great consolation to those who feel uneasy about offering controlling ownership of their company to others who may not completely understand the business and/or be fully aligned with its values.

Another feature of the Treaty is that American companies are treated similar to Thai companies in many regards, and are exempt from most of the restrictions on foreign investment imposed by the Foreign Business Act (1999).

Advantages of setting up a US Amity private limited company.

100% foreign ownership

Perhaps the biggest advantage of setting up a company under the Treaty of Amity is the right to have the company 100% foreign owned, foregoing the usual requirement of having a Thai partner. The majority shareholder must be a US national or US company with US nationals as shareholders.

Legal protection

Companies established under the Treaty of Amity are protected from the nationalisation and expropriation of their assets by the Thai government. They also have access to international dispute resolution mechanisms, such as international arbitration, in the event of a dispute with the Thai government.

Favourable conditions

Companies established under the Treaty of Amity are granted certain privileges and exemptions, including tax exemptions and reductions, which make it easier and more attractive for them to do business in Thailand.

Streamlined process

Companies wishing to be foreign owned need to apply for a Foreign Business Licence (FBL). This is usually a lenthy process, but in the case of an Amity company, the FBL is usually granted within two months.

Which is better, US Amity company or BOI?

Whether an Amity Treaty company, a BOI (Board of Investment) certificate, or both is better for a particular business depends on several factors, including the nature of the business, the business objectives, and the requirements and priorities of the company.

An Amity Treaty company may be a good option for businesses looking to establish a long-term presence in Thailand, as it provides certain legal protections and privileges, as well as favorable investment and business conditions.

A BOI certificate, on the other hand, may be a better option for businesses looking to take advantage of tax incentives and other benefits offered by the Thai government to encourage foreign investment.

What a US Amity company cannot do

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    Own land
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    Engage in the business of inland communication
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    Engage in inland transportation and communication industries
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    Engage in fiduciary functions
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    Engage in banking involving depository functions
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    Engage in domestic trade in indigenous agricultural products
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    Exploit land or other natural resources

It’s worth noting that setting up an Amity Treaty company in Thailand is a complex process and requires a comprehensive understanding of Thai business laws and regulations. It is advisable to seek the assistance of Acclime’s legal advisors, specialising in company registration in Thailand.

Here’s what you need to register a US Amity limited company.

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Unique company name

The company name must be unique and not used by others.

address

Address in Thailand

A local registered business address.
shareholders2

At least 2 shareholders

The majority of the shares must be owned by a US person, natural or juristic.
director

A registered director

There must be at least 1 registered director, who can be either Thai or US.
capital

At least 3m THB in capital

A minimum of 3m THB capital is recommended for FBL purposes.

Additionally, you will need:

reports

Foreign Business Licence

Any company that wishes to be majority foreign owned must apply for a Foreign Business License (FBL). The process for obtaining one is greatly simplified in the case of a US Amity company, and is usually completed in two months.
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Approved activities

The business activities your company intends to engage in, as listed in the Articles of Association, must not contravene the bounds of the FBL.

What happens after registration.

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    Certificate of Incorporation After the company name, Articles of Association and Memorandum of Association have been registered, the Department of Business Development will issue the company registration documents, including the certificate of incorporation.
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    Certification from US Embassy in Thailand The majority US shareholder (if a natural person) must get a passport copy notarised at the US Embassy in Bangkok. If the majority US shareholder is a corporation, the corporate documents, including the list of ultimate shareholders, need to be notarised in the US and sent to Thailand. A letter confirming the eligibility of the company for Amity certification is then issued by the Embassy.
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    Foreign Business License application The application for FBL should begin as soon as the company is registered and the letter from the US Embassy has been recieved. The company cannot trade legally while majority foreign owened until the FBL has been granted. This appkication process usually takes two months.

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    Opening a corporate bank account – you can opt to open a bank account with any local or international bank in Thailand in the company’s name. The authorised director and any signatories will need to go to the bank in person.
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    Value Added Tax (VAT) registration Any person or entity that regularly supplies goods or provides services in Thailand and has an annual turnover exceeding THB 1.8 million is subject to VAT. The company must register for VAT with the Revenue Dept.
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    Register Thai employees with Social Security Any Thai staff being employed directly by the company should be registered immediately upon commencement with the Social Security office.
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    Apply for visas and work permits Once the company is registered with the DBD, Revenue Deptartment and has Thai staff registered with for Social Security, the process for applying for visas and work permits for foreign employees can begin.
Ready to get started?

Our efficient Treaty of Amity services and processes are recommended by the US commercial service.

Not sure where to begin?

Schedule a free 30-minute discovery call to discuss starting & operating your company in Thailand.

Ashmin, Acclime business services coordinator