American Treaty Company

Background - American Treaty Company

An international treaty between Thailand and the United States called the “Treat of Amity” allows American individuals and companies to own 100% of the shares in a Thai company limited and perform service type businesses without a first obtaining a license from the Ministry of Commerce.

Generally, Americans are the only foreigners allowed to own 100% of a company limited in Thailand without first applying for Board of Investment Privileges or obtaining a business license to perform their business in Thailand.

Registration of an American owned Thai company limited requires a few additional steps and set up costs, but in the long run is the least risky way for American citizens to do business in Thailand.

How to register an American treaty company in Thailand?

A summary of the steps that should be taken to register an American treaty company are as follows:

  1. All Thai companies are required to have a minimum of two shareholders and one director including American treaty companies.
  2. American treaty companies are required to take the additional step of obtaining certification from US Commercial Services office in Bangkok.
  3. American treaty companies are required to take the additional step of applying for a foreign business license from the DBD (Department of Business development.
  4. American treaty companies must have a majority (51%) US citizen shareholder(s).
  5. American treaty companies must have at least one US citizen company director.
  6. Organize the required information of the shareholders and company director including name, birthday, US passport number, Thai ID card number if applicable, address, phone number, email address, citizenship and occupation.  
  7. Choose a company name that includes the words "Ltd.", "Limited", "Co., Ltd." or "Company Limited".  If you use the word "Thailand" in your company name it must be in brackets "(Thailand)".
  8.  Obtain an address in Thailand for registering the company.  Note a company can be initially registered at any address, but generally the Revenue Department will not allow VAT registration at residential homes or condos.
  9. Decide how much your company's registered capital will be.  The minimum capital required for an American treaty company is 3,000,000 Baht.  Note it is better to finance a company in Thailand through capital rather than loans.  The reason is because the Revenue Department can consider such payment to be the company's income rather than a loan if not paid back within a reasonable period of time.  Note a company is required to have 2,000,000 Baht capital to sponsor a work permit for a foreigner.  If such foreigner is married to a Thai citizen, then the company is only required to have 1,000,000 Baht capital instead of 2,000,000 Baht capital.
  10. Decide how much of the company's capital will be paid up.  A company is required to pay up at least 25% of the company's capital upon registration.  Another 25% is required to be paid up by the end of the first fiscal year.  Another 25% is required to be paid up by the end of the second fiscal year and the remaining 25% is required to be paid up by the end of the third fiscal year.  We recommend our clients to pay up 100% of the capital after registration if possible.  Otherwise additional administrative work is required to update the amount of paid up capital with the DBD (Department of Business Development).
  11. Decide on the fiscal year period.  The fiscal year period can either be from January to December or starting in the month of registration and ending 12 months later.
  12. Decide on how many signatures will be required to legally bind the company.  We normally recommend our SME clients to use only one signatory and for larger multinational companies to use multiple signatories.  Note you can also set a limit on the Baht value amount a signatory can legally bind the company.  For example, you could have a single signatory sign to legally bind the company for amounts less than 10,000 Baht or any other amount that is practical.
  13. Decide whether your company wants to use a company stamp.  Contrary to popular belief, a company stamp is not required to be used in Thailand.  We do not recommend our clients use a company stamp as the stamp and ink pad must be used when signing on behalf of the company which creates an extra unnecessary administrative burden.   
  14. Document pre-operating expenses and include such information in the company registration application.  If you fail to include pre-operating expense information in application, then such expenses will not be deductible for corporate income tax purposes.  We recommend our clients only to include pre-operating expenses such as legal fees, government fee and VAT otherwise it can cause issues and delays upon registration.
  15. After the company is registered, a company bank account can be opened.  Note only a Thai citizen or foreigner with a work permit can usually open a company bank account.  
  16. After the company bank account is set up, the company's capital must be deposited.

NNP Group - Scope of Service

Our American treaty company registration service includes the following:

  • Consulting on shareholder & transactions structure, visa & work permit, tax returns, accounting retention, statutory audit & corporate compliance.
  • Register company with the Ministry of Commerce (MOC).
  • Certify company with U.S. Commercial Services.
  • Obtain Foreign Business License from the MOC.
  • Obtain corporate income tax ID number.
  • Provide shareholder certificates and share registration book.
  • Prepare minutes to open corporate bank account.
  • Translate company registration papers from Thai to English.
  • Provide contacts for a Thailand accountant and auditor service.
  • Provide written summary of basic compliance requirements in Thailand.
  • Correspondence by email, telephone and in person meetings when necessary.