Transcript of the above video:

I talk fairly regularly about what is called the US-Thai Treaty of Amity. That is the Treaty between the United States and Thailand, the provisions of which grant American citizens or American companies the ability to do business in Thailand with "national treatment". What that means is that Company will be treated as if it were a Thai Company. There are many benefits associated with that here in Thailand most notably the ability to not need to deal with what is called the Foreign Business Act here in Thailand which can be rather onerous for folks who don't have the same kind of privileges associated with the Treaty of Amity. The reason for this video is the kind of curious situation, I have written about this and I have talked about this in the past, I haven't talked about it in a while but the curious situation that arises wherein it is my opinion, US-Thai Treaty of Amity Companies certified under the US-Thai Treaty of Amity are actually "domestic corporations" as far as U.S. Law is concerned. There are a number of ramifications to that that arise as a result of that. I am not going to get into the ramifications exactly per se but I wanted to go ahead and read something I wrote a while back just to reiterate the point. Please understand this is not specific tax advice or any advice regarding international trade in any specific context. This is just kind of general observations and some opinions from myself.

I am essentially quoting myself. This is from an article I wrote: Could Amity Treaty Companies be considered exempt from US Tax Liability? That is the question. Again this is not specific legal advice nor tax advice regarding any specific case or anything, it is just discussion of this kind of quirk that arose in the interaction between the US-Thai Treaty of Amity, the double tax treaty between United States and Thailand as well as the US Tax Code. Quoting directly, this is from legal.co.th. Quote: "The term "domestic" when applied to a corporation or partnership means created or organized in the United States or under the law of the United States or of any State unless in the case of a partnership, the secretary provides otherwise by regulations." So that is a quotation actually from the IRS website. Quoting further: "It is within the definition of "Domestic", where the proverbial "rubber meets the road" with respect to interpreting the legal posture of Amity Treaty Companies within the framework of Trump Tax." Frankly, it is even more general than that I would say. Tax in general, it is not just Trump Tax. Quoting further: "The term "domestic" when applied to a corporation means created or organized under the Law of the United States" (as a relevant side note, the website of the IRS defines domestic corporations as follows: "A corporation created or organized in the United States or under the law of the United States or of any State, or the District of Columbia.")

Quoting further: "So, we can discern from this definition that a corporation created or organized under the law of the United States is a domestic corporation, and therefore NOT a foreign corporation. As such, the language contained within Trump Tax legislation with respect to controlled foreign corporations would not pertain to corporations created or organized under U.S. Law. This brings us back to the US-Thai Treaty of Amity." Quoting further: "The Treaty of Amity was signed by President Lyndon Johnson and ratified by the United States Senate by a vote of 69 to 31. Article 2 of the U.S. Constitution states that the President: ”…shall have power, by and with the advice and consent of the Senate, to make Treaties, provided two thirds of the Senators present concur." Quoting further: "Furthermore, the second clause of article 6 of the United States Constitution (often referred to as the Supremacy Clause) states:

"This Constitution, and the laws of the United States which shall be made in pursuance thereof; and all Treaties made, or which shall be made under the Authority of the United States, shall be the Supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in the Constitution or Laws of any State to the Contrary notwithstanding." I want to state that again, state that one more time: "Shall be the Supreme Law of the Land (and then I am going to paraphrase it) any Thing in the Constitution or Laws of any State to the Contrary notwithstanding." So a Treaty once ratified, becomes U.S. Law, the Law of the Land. Quoting further: "As the US-Thai Treaty of Amity was a duly ratified treaty between the United States and the Kingdom of Thailand, it and the provisions associated therewith become incorporated into United States law pursuant to the Supremacy Clause. Companies in Thailand which are certified pursuant to the Treaty of Amity must undertake a process of certification in order to be considered Amity Companies. In fact, from the inception of an Amity Company the arrangement of the shareholders and directors are fundamentally different from other corporations in Thailand which must adhere to the provisions of the Foreign Business Act. To quote directly from export.gov, quote:

"Application Process for company seeking protection under the Treaty of Amity.

• Certification Letter Issuance Service by U.S. Commercial Service, U.S. Embassy in Bangkok:

The US Commercial Service is responsible for issuing a certification letter to confirm that the applicant is qualified to apply for protection under the Treaty of Amity. The applicant must first obtain documents verifying that the Company has been registered in compliance with Thai Law. Upon receipt of the required documents, the U.S. Commercial Service Office then will certify to the Thai Department of Commercial Registration in the Ministry of Commerce that the applicant is an American-owned and managed Company or is an American citizen and is therefore entitled to national treatment under the provisions of the Treaty. 

• Application to Ministry of Commerce: After obtaining a certification letter from U.S. Commercial Service, the applying business organization (it specifically uses the word organization; that is noteworthy) must submit required documents, along with the completed application form, to the Bureau of Foreign Business Administration, Department of Business Development, Ministry of Commerce, In order to fully register under the Treaty."

Quoting further: "Clearly, in order to completely organize and thereby conclude the creation of an Amity Company, American and Thai officials must undertake certain tasks as noted above. Until said tasks are completed, an Amity Company does not yet exist. In a sense, American and Thai Law, regulation, and official action are blended during the process of Amity certification and both Nations' legal, regulatory, and governmental systems are operating simultaneously and in tandem in order to promulgate an Amity Company. As such, it is clear from a plain language interpretation of relevant American Law and from the process of organizing and creating an Amity Treaty Company, that said Company, notwithstanding her physical location of incorporation, is a domestic corporation by dint of the fact that she was created and organized under U.S. Law pursuant to the Treaty's incorporation into U.S. Law via the provisions of the Supremacy Clause." 

This is kind of an interesting quirk and I know that was a lot of information to spew out there. Long story short, I find this really interesting. It is just an interesting point of law that in point of fact, I don't think in my opinion it's not really arguable. American Amity Treaty certified companies are domestic corporations per the law of the United States, per the Internal Revenue code itself. There are a number of possible ramifications associated with that and I am not going to get into all that. Again this isn't specific legal or tax advice, it's just kind of me basically just kind of talking about the interesting intricacies of the Treaty of Amity and how they pertain to Americans doing business here in the Kingdom of Thailand.