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ResourcesCorporate and Tax AdvisoryThailand Corporate LawComparing BOI and US-Thai Amity Treaty Certification?

Comparing BOI and US-Thai Amity Treaty Certification?

Transcript of the above video:

As the title of this video suggests, we are discussing BOI, that's Board of Investment Certification, sort of comparing and contrasting Amity Treaty Certification. So, for those who are unaware under the provisions of the US-Thai Treaty of Amity, it is possible for American citizens and American companies to do business in Thailand with what is called national treatment whereby they are treated the same way as a Thai Company would be treated for purposes of doing business here in the Kingdom. This allows Americans to own their companies virtually 100% and I say virtually because there are certain requirements regarding minimum shareholders. Unlike for example the United States where you can do like a member managed LLC, just a single person LLC, kind of a one-man band as I call it. In Thailand you do have to have more than one shareholder, that is a formality required. But basically, an American can own 99.999999% of the shares of the stock in their specific name for example, in their own name. 

So again comparing BOI and US-Thai Amity Certification, when we are talking about the certification itself, I think there is a difference that people need to understand which is with Amity once it is certified it is clear. That is an American Company, the Treaty says 'granted national treatment' for the business it's doing as long as it is not doing business in one of those categories that's even restricted under the Treaty; it is just a one and done kind of thing. Once you are Amity certified that's it, you own your Company, you're done with that. With regard to BOI, it's a little bit different and they sometimes refer to what you get if you have a BOI concession so for example Board of Investment can grant concessions to foreign businesses, foreign nationals looking to do business in Thailand depending on if it's a type of business the Board of Investment wants to promote in Thailand. There is kind of a flavour of the month kind of thing that you sort of see where as time has progressed, at least in my experience, there have been certain things that have fallen into and out of favour if you will with regard to the BOI, things they want to prioritize, things that they don't particularly want to prioritize. But with regard to ultimate certification, if you're granted benefits under the BOI they grant what is sometimes referred to as a certificate of permission to operate. (I am looking at my notes here) which is a little bit different than just an Amity Certificate because an Amity Certificate just says 'hey that's an American Company, the Treaty applies, that's it'. With certificate to operate, there is sort of ongoing compliance that goes along with BOI Certification which is different from Amity Certification so understand these are two different things and they have two different sets of ramifications.