Protecting My American Investors

[peteinCM]

I am looking to set up a business in LOS under Amity, and I will have American investors for about 25% of the business. The investment is not large for any of the investors; however, I want to offer them the best legal protection I can for their investment. Anyone have any ideas on this?

While all of my investors would probably be okay with a handshake agreement, I'd like something a bit stronger than that. I'm thinking that I don't want to list them as company Directors as I would not want them to have to be open to any liability in case the business fails (as none are investing over 5% in the startup).

Thanks for any feedback any may have on this topic.

Pete

[kayo]

Sorry, Pete, I do not know how to help you.

But being the klass klown, I could say, "ask Taksin" He`s got some experience....

But I won`t.

Sorry but good luck to you!

[Chang_paarp]

I was under the impression that to set up under the amity agreement the business had to 100% US owned. Also as the amity agreement has expired and is only alive due to extensions being given, I would be talking to a lawyer rather than waiting for a reply on a web board.

Worth checking with Sunbelt Asia and/or Indo Siam what is going on.

[naka]

While all of my investors would probably be okay with a handshake agreement

Really

Naka.

[Sunbelt Asia]

Pete,

The Americans must have 51% of the shares and have majority of the seats on the Board of Directors.

Example: The Americans owned 25% of the shares in the company and was not a director; the company would not be eligible for the Amity Treaty.

Example: The Americans owned 60% of the shares with you being Danish owning the remaining 40% of the shares. Two Americans were Directors along with you. This company would be eligible for protection under the Amity Treaty.

The liability of the shareholders is limited to the unpaid capital. As for the directors, the criminal and civil liability can occur if fraud is committed.

www.sunbeltasiagroup.com

[trajan]

Pete,

The Americans must have 51% of the shares and have majority of the seats on the Board of Directors.

Example: The Americans owned 25% of the shares in the company and was not a director; the company would not be eligible for the Amity Treaty.

Example: The Americans owned 60% of the shares with you being Danish owning the remaining 40% of the shares. Two Americans were Directors along with you. This company would be eligible for protection under the Amity Treaty.

The liability of the shareholders is limited to the unpaid capital. As for the directors, the criminal and civil liability can occur if fraud is committed.

www.sunbeltasiagroup.com

I thought Thai nationals can also be directors of Amity companies (even up to the entire Board of Directors) and still be in compliance of the Treaty....is that an incorrect understanding?

[peteinCM]

I'm sorry. I should have made it clear that I am American myself. Therefore, the company will be 100% American owned. I prefer for it to be a sole proprietorship with a Thai Director of Operations (as oppossed to the Thai being on a BOD--which I'd like to forego a BOD).

To my knowledge, Amity was extended recently for 90 days (and it will be interesting to see how it plays out with the new government). I will make the application before that 90 days is up.

Pete

[Sunbelt Asia]

I thought Thai nationals can also be directors of Amity companies (even up to the entire Board of Directors) and still be in compliance of the Treaty....is that an incorrect understanding?

Correct.

I'm sorry. I should have made it clear that I am American myself. Therefore, the company will be 100% American owned. I prefer for it to be a sole proprietorship with a Thai Director of Operations (as oppossed to the Thai being on a BOD--which I'd like to forego a BOD).

In that case, do a memorandum of understanding/partnership agreement with the partners.

To my knowledge, Amity was extended recently for 90 days (and it will be interesting to see how it plays out with the new government). I will make the application before that 90 days is up.

It expires December 5th 2006 on accepting new applications. The Treaty may be extended for an additional 90 days after that date for new applications.

Our professional fee for the sole proprietorship Amity treaty is 19,500 Baht.

www.sunbeltasiagroup.com

[migrant]

I thought Thai nationals can also be directors of Amity companies (even up to the entire Board of Directors) and still be in compliance of the Treaty....is that an incorrect understanding?

Correct.

I'm sorry. I should have made it clear that I am American myself. Therefore, the company will be 100% American owned. I prefer for it to be a sole proprietorship with a Thai Director of Operations (as oppossed to the Thai being on a BOD--which I'd like to forego a BOD).

In that case, do a memorandum of understanding/partnership agreement with the partners.

To my knowledge, Amity was extended recently for 90 days (and it will be interesting to see how it plays out with the new government). I will make the application before that 90 days is up.

It expires December 5th 2006 on accepting new applications. The Treaty may be extended for an additional 90 days after that date for new applications.

Our professional fee for the sole proprietorship Amity treaty is 19,500 Baht.

www.sunbeltasiagroup.com

Does a American individual need to own the shares, as opposed to a American S-Corp/LLC/Trust or other entity?

Thanks!

Edited September 27, 2006 by migrant

[hitori_one]

I am looking to set up a business in LOS under Amity, and I will have American investors for about 25% of the business. The investment is not large for any of the investors; however, I want to offer them the best legal protection I can for their investment. Anyone have any ideas on this?

While all of my investors would probably be okay with a handshake agreement, I'd like something a bit stronger than that. I'm thinking that I don't want to list them as company Directors as I would not want them to have to be open to any liability in case the business fails (as none are investing over 5% in the startup).

Thanks for any feedback any may have on this topic.

Pete

As Chang_paarp stated; You need to see a lawyer. Also, I finished up on my company under the Treaty of Amity and you may be too late since I think they have stopped this type of registration.