Jurisdiction - Singapore
Reports and Analysis
Asia Pacific – Equity Restrictions On Foreign Corporate Ownership.

17 April, 2014

 

Legal News & Analysis – Asia Pacific

 

  Indonesia Malaysia
Governing Legislation Law Number 40 Year 2007 regarding Limited Liability Company (“Law 40/2007”). Additional laws apply to direct investment activities The Companies Act 1965 (“CA 1965”)
Regulator  Ministry of Law and Human Rights (“MLHR”). The Companies Commission of Malaysia (“CCM”). The Chief Executive Officer of the CCM has been designated as the Registrar of Companies (“registrar”).
Types Of Companies  A limited liability company
  • A company limited by shares
  • A company limited by guarantee
  • An unlimited company

 

Share Capital  The minimum authorised share capital for a company is IDR 50m (fifty million rupiah). The minimum for paid-up share capital is 25% of the authorised share capital. No share may be allotted in excess of a company’s authorised share capital. A company must have a minimum of 2 issued shares. No share may be allotted in excess of a company’s authorised share capital.
Foreign Ownership Restriction Companies may be wholly-owned by non-Indonesians. However, do take note that regulatory licensing in some sectors requires equity participation by an Indonesian party.  Companies may be wholly owned by foreigners. However, do take note that regulatory licensing in some sectors requires equity participation by Malaysians.
Directors Every company must have at least 1 director. Every company must have at least 2 directors, who each have his principal or only place of residence within Malaysia. Provided that the aforementioned is satisfied, companies are permitted to have foreign directors.
Other Business Entities
  • Limited Partnership  (Commanditaire Vennootschap)
  • Partnership 
  • Representative office of a foreign company 
  • Foundation        
  • Cooperative      
  • Individual company

 

  • Sole Proprietorship
  • Partnership
  • Branch office of a foreign company
  • Representative Office
  • Limited Liability Partnership

 

 

 

  Myanmar Singapore
Governing Legislation
  • The Myanmar Companies Act 1914 (“MCA”)
  • The Myanmar Companies Rules 1940
  • The Myanmar Companies Regulation 1957
The Companies Act (Cap 50)
Regulator  The Company Registration Office (“CRO”), a creature of the Directorate of Investment and Company Administration (“DICA”) of Ministry of National Planning and Economic Development. The Accounting and Corporate Regulatory Authority (“ACRA”)
Types Of Companies 
  • A company limited by shares
  • A company limited by guarantee
  • Unlimited company
  •  A company limited by shares
  • A company limited by guarantee
  • An unlimited company
Share Capital  The minimum paid-up share capital depends on the sector of investment and the proposed types of business activities to be carried out in Myanmar. Minimum shareholding SGD 1
Foreign Ownership Restriction Generally, companies for services may be wholly owned by foreigners, depending on the relevant sector and type of business activities proposed to be carried out in Myanmar. Where required by the CRO, recommendations of the relevant Ministry would also be considered. Yes, a company can be wholly foreign-owned, subject to meeting prescribed requirements.
Directors The MCA requires at least 3 directors for a public company but this requirement is not applicable to a private company. In practice, every private company must have a minimum of 2 directors. There are no residential requirements for a foreigner to be a director Every company must have at least 1 director who is ordinarily resident in Singapore.
Other Business Entities
  • Sole Proprietorship
  • Partnership
  • Branch office of a foreign company; and
  • Representative office of a foreign company (reserved for foreign banks and insurance companies only)
  • Sole-proprietorship
  • Partnership
  • Limited liability partnership
  • Limited partnership

 

 

  Thailand Vietnam
Governing Legislation
  • The Civil and Commercial Code (“CCC”)
  • The Public Limited Companies Act B.E. 2535 (“PLCA”)
  • Law on Enterprises No. 60/2005/QH11
  • Law on Investment No. 59/2005/QH11
  • Law on Enterprises No. 60/2005/QH11
  • Law on Investment No. 59/2005/QH11
Regulator  Department of Business Development, the Ministry of Commerce (“DBD”)
  • Provincial People’s Committee
  • Provincial Department of Planning and Investment
  • Provincial Management Board of each industrial zone/export processing zone/economic zone
Types Of Companies 
  • Private limited company
  • Public limited company
  •  Single-member Limited Liability Company (or one member limited liability company) (“SLLC”)
  • Multiple-member Limited Liability Company (or limited liability companies with two or more members) (“MLLC”)
  • Joint Stock Company (“JSC”)
Share Capital  The par value of each share in a private limited company must be not less than THB 5. There is no minimum requirement on the registered capital, however, it should be enough and adequate for the intended business operation. Except for some certain conditional businesses which require the minimum legal capital (ie real estate, insurance, banking, etc), there is no specific requirement regarding a minimum amount of share capital.
Foreign Ownership Restriction Companies may be wholly-owned by a foreigner. However, companies with foreign-owned equity of 50% or more operating in prescribed sectors will be subject to the Foreign Business Act B.E. 2542 (“FBA”). Companies may be wholly-owned by non-Vietnamese. However, certain sectorial legislation regulating activities in the relevant sector requires equity participation by Vietnamese, eg advertising services, tourism services, logistics services, etc.
Directors A private limited company must have at least one director. There is no restriction on residency or nationality of director. Every company must have the board of the directors (Members’ Council for MLLC/ SLLC or Board of Management for JSC). If the director is also the legal representative of the enterprise, he must have its permanent residence in Vietnam.
Other Business Entities
  • Sole Proprietorship
  • Ordinary Partnership
  • Registered Ordinary Partnership
  • Limited Partnership Branch Office, Representative Office, Regional Office, and Regional Operating Headquarters
Private Enterprises

 

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For further information, please contact:

 

Sok Siphana, Partner, ZICOlaw
[email protected]

 

Hanim Hamzah, Partner, ZICOlaw
[email protected]

 

Lim Kar Han, Partner, ZICOlaw
[email protected]

 

Win Naing, Partner, ZICOlaw
[email protected]

 

Robert Liew, Partner, ZICOlaw
[email protected]

 

Ruengrit Pooprasert, Partner, ZICOlaw
[email protected]

 

David Lim, Partner, ZICOlaw
[email protected]


Viengsavanh Phanthaly, ZICOlaw
[email protected]

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