Thai Amity Treaty - Share Transfer

[simon43]

The current arrangement:

Thai limited company that operates a small resort (10 rooms)

4 shareholders -

A = 49% (British - designated Director)

B = 49% (Thai)

C and D = 1% each (Thai)

B and C want to sell their shareholdings. These can be owned by a Thai national(s) without any issues. B cannot be owned by a non-Thai, non-American since this would create a majority foreign shareholding that is not American.

But what if a US citizen purchased the shareholding of B and C => 50% shareholding. That is a majority shareholding of the company.

Would such a shareholding meet the requirements for registration under the Thai-US Amity Treaty?

Thanks for advice

Simon

Edited January 17, 2011 by simon43

[jdinasia]

Simon, to the best of my knowledge the answer is no, it wouldn't work. However, the company could sell to a registered Amity company. (perhaps --- land issues might still be a factor if the current company owns the land it sits on.)

[ksamuiguy]

Simon, to the best of my knowledge the answer is no, it wouldn't work. However, the company could sell to a registered Amity company. (perhaps --- land issues might still be a factor if the current company owns the land it sits on.)

The treaty states that the majority share holder must be American or Thai.

[simon43]

The treaty states that the majority share holder must be American or Thai.

So if they acquired shareholdings B and C ==>, then this would seem to meet the requirement.

I ask because shareholders B and C wish to sell their shareholding in this profitable business, and the ideal option (for me and for the business) would be to offer these shareholdings to a US citizen

Simon

[CWMcMurray]

I believe that an Amity company must be registered as an "Amity Company" at the time of forming the company. I do not know if it is possible to change a traditional "Thai company" to an "Amity Company" at a later date.

I would check with a Lawyer to confirm if under the terms of the treaty must an American "Form a company " or if they can "aquire an existing company" through stock purchase and if any additional paperwork needs to be done to qualify under Amity treaty.

If in the case that the treaty does not allow for and individual to acquire an existing company through stock purchase, then the American in question may need to form a new company and then acquire the B & C shares of your company.

[jdinasia]

I believe that an Amity company must be registered as an "Amity Company" at the time of forming the company. I do not know if it is possible to change a traditional "Thai company" to an "Amity Company" at a later date.

I would check with a Lawyer to confirm if under the terms of the treaty must an American "Form a company " or if they can "aquire an existing company" through stock purchase and if any additional paperwork needs to be done to qualify under Amity treaty.

If in the case that the treaty does not allow for and individual to acquire an existing company through stock purchase, then the American in question may need to form a new company and then acquire the B & C shares of your company.

That was the point I was trying to make. Not to a US citizen but to an Amity company owned by a US citizen. (2 very different things)