Amity Company Structure

[madjbs]

Can anyone tell me if the following amity company structure would be possible? My understanding is that the majority of shareholders and directors must be be either American or Thai. If that is the case I am assuming that the following structure would be acceptable?

Person A (American) 50% shareholder + director

Person B (British) 49% shareholder + director

Person C (Thai) 1% shareholder + director

This would in theory give equal voting and dividend rights to Person A and the combination of Person B+C, while complying with the treaty.

In addition to that, would this second structure also be ok, as the combination of Thais and Americans is still the majority?

Person A (American) 33% shareholder + director

Person B (British) 49% shareholder + director

Person C (Thai) 18% shareholder + director

Thank you

Edited December 7, 2011 by madjbs

[madjbs]

According to the American Embassy site however it says that 51% of shareholders must be American ONLY. And only the directors can be a combination of American and Thai to make the majority. Anyone know for sure?

Thanks

[farang62]

I have attached a copy of the treaty in English, please note the last page about the translation, and who signed the treaty, it was not the government.

The treaty is still in effect, and no matter what you may have heard there are no plans to cancel it.

Please also note on the last page is the link to the treaty in both English and Thai.

Failing that PM me and I will send you the Treaty in Thai.

have a great day and a happy and safe holiday season.

Thai-US.Treaty of Amity_2.pdf

[Sunbelt Asia]

Neither of your proposed company structures would be allowed as 51% of the shares must belong to Americans (the US Embassy website is correct). Other nationalities cannot exceed 49% in total. ie US: 51% UK: 48% and Thai: 1% or variations thereof where US shareholders own 51% of the shares.

[sunbelt][/sunbelt]

[madjbs]

Thank you very much for clearing that up Sunbelt. Is it possible to use a preferential share set up, as is similarly done in a Thai company to give the combination of the 48% British and 1% Thai sharholders equal voting and diving rights to the 51% American shareholder, or indeed 66% of the voting and dividend rights?

Thank You

Edited December 8, 2011 by madjbs

[Sunbelt Asia]

Sorry but it isn't possible under the Amity treaty. Americans must have controlling interest over the company.

[sunbelt][/sunbelt]

[madjbs]

If the UK shareholder incorporated a Delaware or Oregon LLC, then that company could own 49.5% of the amity company in Thailand, the American shareholder in Thailand could own 49.5 and the third Thai shareholder would have the 1% left over. The amity company would then technically be 99% American owned and have a majority of Thai and American directors. Would that set up work ok?