FORMATION OF A COMPANY UNDER THE US - THAI  TREATY OF AMITY

Under the Treaty of Amity between Thailand and the USA, companies and shareholders who qualify as US citizens and their subsidiaries incorporated in Thailand are not subject to many of the restrictions of the Alien Business Law. In order for a company to qualify under the Treaty of Amity it must (i) be incorporated in the USA (ii) be majority owned by US citizens or US companies and (iii) have a board of directors (management) controlled by US citizens or US companies. Here are some basics to be observed when incorporating:

A. Reservation of Name

The first step in forming a company is to reserve the name at the Ministry of Commerce. Upon approval the name will be reserved for 30 days. 

B. Promoters and Shareholders

Seven individual promoters are required for the registration of the memorandum of the company.

C. Memorandum and Articles of Association

The objectives of the company, as specified in the memorandum will conform to the standards accepted by the Register of Commerce will be as broad as possible, unless specifically determined otherwise by the client. The articles of association will conform to the accepted standard, unless particular provisions are required by the client, in which case the acceptability of the desired provisions should be checked with the Ministry of Commerce prior to registration in order to avoid delays at a later stage.

D. Registered Share Capital

The company registered capital should be at least 2,000,000 Baht fully paid up. This is so an expat or foreigner is then eligible for a proper working permit form the authorities.

E. Company Seal
A company seal will be required. If the client has no particular requirements for the company seal, we usually order a round seal showing the company name in Thai and English. 

F. Auditor and Balance Sheets of the Company
The auditor of the company must be nominated when registering the company. Initial recommendations and nominations may be provided at the client's request. The audited balance sheets of the company must be registered with the Ministry of Commerce annually and are accessible by the public.

G. Documents and Information required

 Thai individuals as promoters, shareholders or directors: Signed copy of I.D. card and copy of house registration, age and occupation. 

 US individuals as promoters, shareholders or directors: Signed copy of passport, age, address and occupation. 

US company, desiring to qualify as a US shareholder under the Treaty of Amity: Certificate of incorporation and certificate of good standing (or equivalent), list of shareholders, articles of association (by-laws), a power of attorney to process the matter with the U.S. Embassy in Thailand. Furthermore a letter signed by the authorized director(s) of the US company's head office must be addressed to the U.S. Embassy in Thailand indicating that the Company would like to acquire the privileges under the Treaty of Amity and Economic Relations between the Kingdom of Thailand and the United States of America, the name of the company to be incorporated in Thailand and the names and nationalities of the intended shareholders of the new company. These documents must be notarized by a Notary Public and authenticated by the Royal Thai Embassy or Consulate in USA. 

H. Time Required for Registration

The time frame for setting up a new company privileged under the US - Thai Treaty of Amity is about six (6) weeks after approval of the company name.

I. Our Professional Fee

The professional fee for the establishment of a company under the Amity Treaty is Baht 50,000 (out-of-pocket expenses included) except government fees.