Asia posed great opportunities to market your products and services. With over 60% of the world's population, you can reached to a vast potential market.
The following countries have wide market to tap on:
Thailand remains one of the easiest and most comfortable locations in Asia for manufacturing and other investment. Banking reform and efforts to privatize more government functions should lead to more competition and even more supportive treatment of new investment projects.
1.1 Establishing a business in Thailand.
The following is an overview of establishing a business in Thailand.
As in most countries, there are three kinds of business organizations in Thailand:
The most popular form of business organization among foreign investors is the private limited company.
Private limited companies require a minimum of three promoters and must file a memorandum of association, convene a statutory meeting, register the company, and obtain a company income tax identity card. They must also follow accounting procedures specified in the Civil and Commercial code,the Revenue Code and the Accounts Act. A balance sheet must be prepared once a year and filed with the Department of Revenue and Commercial Registration. In addition, companies are required to withhold income tax from the salary of all regular employees.
The Ministry of Industry administers The Factory Act, which governs factory construction and operation, as well as safety and pollution-control requirements. In some cases, factories do not require licenses, in other instances the requirement is simply to notify officials in advance of start-up, and in some cases licenses are required prior to commencing operations. Licenses are valid for five years, and are renewable.
Thailand recognizes three kinds of intellectual property rights: patents, trademarks, and copyrights.
The Patent Act protects both inventions and product designs and pharmaceuticals.The Copyright Act protects literary, artistic works, and performance rights, by making it unlawful to reproduce or publish such works without the owner's permission. The Trademark Act governs registration of, and provides protection for, trademarks.
The Alien Occupation Law requires all foreigners working in Thailand to obtain a Work Permit prior to starting work in the Kingdom, except when they are applying under the Investment Promotion Law, in which case they have 30 days to apply.
Non-Immigrant visas provide the holder with eligibility to apply for a work permit, and allow the holder to work while the work permit application is being considered.
Through the links below, you can learn more about topics such as industrial licensing, taxation, patents and trademarks , and the cost of doing business in Thailand. You can also find out about the status of Thaiinfrastructure, including facilities such as airports, deep sea ports, and highways, and the availability of power, water and telecommunications.
In addition, there is a link to a page of statistics, which displays tables of utility, communications and labor costs, tax rates, information about air, sea, rail and road freight pricing, and information about availability and cost of land within industrial estates. Other charts and tables provide costs of establishing and running an office in Bangkok, and the results of a survey of expatriate living costs in Bangkok.
This page also contains information about industrial production of selected products in Thailand, tables breaking down Thai imports and exports by product and a table displaying interest rate movements for the past 5 years.
By the time you have finished visiting all these pages, you will have a complete picture about the business climate in Thailand.
In the past couple of years, since its accession to the World Trade Organisation (WTO) on 11 January 2007, Vietnam has continued to take active steps to revamp its legal framework for business and investment in Vietnam. The changes are largely favourable to both foreign and local investors.
Since the introduction in 2006 of both the Investment Law, which regulates investments in Vietnam, and the Law on Enterprises, which sets out the types of corporate vehicles investors may establish to carry out their investment projects, additional legislation has been enacted to further enhance both foreign investment and foreign invested business operations in Vietnam. Together, the Investment Law and the Law on Enterprises create a more favourable and clearer legal framework for doing business in Vietnam. Local and foreign businesses alike now enjoy an excellent backbone for future development in Vietnam.
All types of companies must operate according to the same corporate governance rules. This should create a level playing ﬁeld for doing business. The failure to comply with these corporate rules will lead to personal liability for directors or ofﬁcers of a company, regardless of whether the company is foreign-owned, Vietnamese-owned or State-owned. Similarly, the Investment Law also now applies to both local and foreign investors
2.1 Form of Vietnam Business
WHAT KEY LAW GOVERNS INVESTMENTS IN VIETNAM? Whether a foreign investor invests “directly” or “indirectly” in Vietnam, the applicable law is the Investment Law. The Investment Law contains a signiﬁcant number of investment guarantees and provides a roadmap for the conditions and procedures for investment in Vietnam.
“Direct” investment is deﬁned to include the following:
Establishing joint ventures between local and foreign investor(s) (JV)
Investing pursuant to a contract: Business Cooperation Contract (BCC), Build- Operate,
Build-Transfer-Operate or Build-Operate-Transfer or Build-Transfer Contract
Investing in developing a business (to expand the size or improve the capacity of a project or to introduce new technologies, increase the quality of products or reduce pollution to the environment)
Purchasing shares of, or contributing capital to, companies or branches in Vietnam to participate in management
Investing in a merger or acquisition of a company or branch and
Other forms of “direct” investment (to be set out in subsequent legislation)
“Indirect” investment is deﬁned to include the following:
Purchasing of shares, bonds and other valuable papers
Investing through securities investment funds and
Investing through other intermediary ﬁnancial institutions
The Investment Law requires an investor who invests “directly” to obtain approval for the relevant project. Approval is given via the issuance of an investment certiﬁcate (IC). In respect of “indirect” investments, the Investment Law stipulates that the investor needs to comply with the Securities Law and other relevant laws.
If a foreign entity does not wish, or is not ready, to invest in Vietnam, but desires to have a commercial presence in Vietnam, it may set up a representative ofﬁce.
WHAT ARE THE MOST COMMON BUSINESS FORMS FOR DIRECT INVESTMENT IN VIETNAM? Most foreign investors will utilize either a WFOE, JV or BCC to carry out a project in Vietnam. A WFOE and JV are both Vietnamese corporate legal entities and therefore, in each case, a Vietnamese corporate vehicle to carry out investment in these forms must be established. In a BCC, no legal entity is formed. The parties to such arrangement may agree to share proﬁts and losses or conduct their business af airs in a particular manner, in much the same way as a partnership; it is, in ef ect, a contractual JV.JSM
IN ORDER TO CARRY OUT A DIRECT INVESTMENT PROJECT IN VIETNAM IN WFOE OR JV FORM, MUST AN INVESTOR SET UP A VIETNAMESE LEGAL ENTITY? Yes, to carry out a business or an investment project in the WFOE or JV form, an investor must set up a Vietnamese legal entity.
In respect of foreign investors carrying out their ﬁrst project in Vietnam, the incorporation of the Vietnamese company takes place simultaneously with the licensing of their ﬁrst project. In other words, a foreign investor cannot incorporate a company without a project. However, subsequent to the ﬁrst project, they have the option to carry out additional projects either using the established corporate vehicle or setting-up new corporate vehicles.
WHAT TYPES OF VIETNAMESE LEGAL ENTITIES ARE AVAILABLE? A foreign investor ( just like a local investor) may select the following Vietnamese legal entities to carry out a project:
A limited liability company (LLC) being either a single-member LLC (SLLC) or an LLC with two-or more members (maximum of 50 members) (MLLC)
A shareholding or joint stock company (JSC) which is a company with at least three shareholders but no maximum number of shareholders
A general partnership or a limited liability partnership
A private enterprise (akin to a sole proprietorship)
WHAT ARE SOME IMPORTANT DIFFERENCES BETWEEN AN LLC AND A JSC? The key dif erence is the ability of a JSC to mobilise capital by the sale of shares and securities. Furthermore, a company that wishes to list on a public securities exchange in Vietnam or conduct a public of ering must be a JSC. In general, shareholders of a JSC have the right to freely assign their shares. In contrast, in an LLC, the assignment of charter capital (equity) is subject to the right of ﬁrst refusal by the members. Finally, the corporate governance structure of a JSC is more complex than an LLC.
WHAT FACTORS SHOULD A FOREIGN INVESTOR CONSIDER IN DECIDING TO CHOOSE A JV OR A WFOE? The two main factors that lead a foreign investor to choose a JV are: (1) many business sectors in Vietnam require a JV to establish a commercial presence in Vietnam and (2) the Vietnamese party has a key asset, local know-how and knowledge, or other factors that make the JV the necessary choice. For example, in real estate development projects, the Vietnamese party usually has the land use rights, which by law cannot be directly transferred to a foreign investor, but may be contributed into a JV.
WHAT IS A REPRESENTATIVE OFFICE PERMITTED TO DO? A representative ofﬁce represents the foreign company in Vietnam, as the name suggests. It is often the ﬁrst step in establishing a commercial presence in the country. A foreign company that wishes to establish a representative ofﬁce in Vietnam must ﬁrst be duly established, for at least one year, in accordance with the laws of its home jurisdiction.4 Guide to Doing Business in Vietnam Representative ofﬁces have limited rights. They are permitted to engage only in certain business activities, including business development and cannot engage in activities that generate proﬁt in Vietnam. The head of the representative ofﬁce is not permitted to sign economic or commercial contracts with Vietnamese businesses on behalf of the of shore company unless he or she has speciﬁc legal authority from the of shore company. Despite the limitations, a representative ofﬁce may play an important role in facilitating operations and business objectives on behalf of the of shore company
GUIDELINES FOR BUSINESS NAME APPLICATION 1. A business name represents a style or topic that is used to recognise the identity of the business carried out. 2. A business name can be categorized into two (2) types : a) Personal name as stated in the identity card is not required to apply for approval of the business name. Example: Ruslan bin Mohamed, Siow Ah Thai or, Ramasamy a/l Mutusamy. b) Trade Name is the name of the proposed business and must obtain prior approval from the Registrar of Business at Suruhanjaya Syarikat Malaysia. Example: Kedai Dobi Mewah, Lucky Star Catering, or ABS Unggul Enterprise.
Procedure 1. Complete the Business Name Approval Form (Form PNA.42) with three (3) proposed business names. Business names will be approved according to priority and will be attached to the New Business Registration Form (Form A) at the counter. 2. Person responsible is either the business owner or partner must submit the application to counter or through online via SSM eLodgement services in the SSM’s website at www.ssm.com.my
Additional Information 1. Business name should not be too long that is not more than fifty (50) characters including spaces between words. 2. The use of numbers, sign and symbols are not allowed as part of a business name.
RULE 15, REGISTRATION OF BUSINESSES RULES 1957 Business names that shall not be registered except with the consent of the Minister (1) Except with the consent of the Minister, no business shall be registered by a name which, (a) contains any word suggesting connection with the Yang diPertuan Agong, the Raja Permaisuri Agong or the Ruler of a state or a member of the Royal Family or Royal patronage, including such words as “Royal” or any equivalent expression; (b) contains any word suggesting connection with the Federal or a State government department, statutory body, authority or agency or any municipality or other local authority, including such words as “Federal”, “State” or “National”; (c) contains any word suggesting connection with any Asean, Commonwealth or other foreign government or with the United Nations or any other international organization; (d) contains the word “Chartered” or any words suggesting connection with any Society or body incorporated by Royal Charter ; (e) contains the word “Association” “Union”, “Foundation”, “Trust”, “Forces”, “Co-operative”, “International” or any equivalent expression; (f) contains any word that is blasphemous or likely to be offensive to members of the public; (g) contains any word that is misleading as to the nature, scope or importance of the business carried on or to be carried on under such name; (h) contains any word that is offensive to any race or religion. (2) The Registrar with the consent of the Minister may restrict the usage of any other names which in his opinion is undesirable and the Registrar shall cause such names to be published in the Gazette.
GOVERNMENT GAZETTE BIL DATED 30 JANUARY 1997 Direction of the Minister under Sections 22(1) and 341 Companies Act 1965 Pursuant to section 22(1) and 341 Companies Act 1965, the Minister directs the Registrar of Companies not to accept for registration any name of a company or a foreign company that is a name or a name of kind mentioned in the Schedule unless prior approval of the Minister has been obtained. SCHEDULE (a) Names suggesting connection with a member of the Royal Family or Royal patronage including names containing such words as “Royal”, “King”, “Queen”, “Prince”, “Princess”, “Crown”, “Regent”, “Imperial”; (b) Names suggesting connection with a State or Federal government department, statutory body, authority or government agency or any municipality or other local authority including names containing such words as “Federal”, “State”, “National”; (c) Names suggesting connection with any Asean, Commonwealth or foreign government or with the United Nation or with any other international organisation or cartel including names containing such words as “ASEAN”, “UNESCO”, “NATO”, “EEC”, “OPEC”; (d) Names suggesting connection with any political party, society, trade union, co-operative society or building society; (e) Names including the following words or any words of like import: “Bank”, “Banker”, “Banking”, “Bumiputra”, “Bureau”, “Chamber of Commerce and Industry”, “Chamber of Manufacturers”, “Chartered”, “College”, “Consmer”, “Council”, “Credit”, “Exchange”, “Executor”, “Fair Price”, “Finance”, “Foundation”, “Fund”, “Guarantee”, “Institute”, “Insurance”, “Investment”, “International”, “Leasing”, “Made in Malaysia”, “Prime”, “Registry”, “Treasury”, “Trust”, “Unit Trust”, “University”;
Naming and Registering a BusinessIn India, incorporation of a company is governed by the Companies Act 1956. It is the most important piece of legislation that empowers the Central Government to regulate the formation, financing, functioning and winding up of companies. It applies to whole of India and to all types of companies, whether registered under this Act or an earlier Act. But it does not apply to universities, co-operative societies, unincorporated trading, scientific and other societies.The Act is administered by the Central Government through the Ministry of Corporate Affairs and the Offices of Registrar of Companies, Official Liquidators , Public Trustee, Company Law Board, Director of Inspection, etc. The Registrar of Companies (ROC) controls the task of incorporation of new companies and the administration of running companies.
The Official Liquidators who are attached to the various High Courts functioning in the country are also under the overall administrative control of the Ministry. The set-up at the Headquarters includes the Company Law Board, a quasi-judicial body, having the principal Bench at New Delhi, an additional principal bench for Southern Region at Chennai and four Regional Benches located at New Delhi, Mumbai, Kolkata and Chennai. The organisation at the Headquarters also includes two Directors of Inspection and Investigation with a complement of staff, an Economic Adviser for Research and Statistics and other Officials providing expertise on legal, accounting, economic and statistical matters.
The four Regional Directors, who are in charge of the respective regions, comprising a number of States and Union Territories, interalia, supervise the working of the Offices of Registrars of Companies and the Official Liquidators working in their regions. They also maintain liaison with the respective State Governments and the Central Government in matters relating to the administration of the Companies Act, 1956.
Registrar of Companies (ROCs) appointed under Section 609 of the Companies Act, covering various States and Union Territories, are vested with the primary duty of registering companies floated in the respective States and the Union Territories and ensuring that such companies comply with the statutory requirements under the Act. Their offices function as registry of records relating to the companies registered with them.
For registration and incorporation of a company, an application has to be filed with Registrar of companies. Application for registration of a company accompanied by the selected names, Memorandum of Association and Articles of Association and other necessary documents is to be filed with the Registrar of companies of the State in which the company is proposed to be incorporated.
Under the Companies Act, an entrepreneur can form two types of companies, namely a private company or a public company.
A Private Company is one, the articles whereof contains the following restrictions:-
Restricts the minimum paid up share capital to such an amount as may be prescribed but which shall not be less than rupees one lakh;
Restricts the rights of members to transfer its shares, if any;
Limits the number of its members to fifty excluding the past or present employees of the company who are members of the company;
Prohibits any invitation to the public to subscribe for any shares or debentures of the company;
Does not invite or accept any deposits from persons other than its members, directors or their relatives
Also, the minimum number of members in a private company is two and such a company must have the words 'Pvt Ltd' as the last part of its name.
A Public Company, as defined in the Companies Act, has the following features:-
Its shares are freely transferable;
There is no ceiling on its membership;
It can invite general public to subscribe to its shares;
It has a minimum paid up capital of Rs. 5 lakhs or such higher paid up capital as may be prescribed;
It is a private company which is a subsidiary of a public company.
Also, the minimum number of members in a public company is seven and such a company must have the word 'Ltd' as last part of its name.
Workforce The Filipino workforce is one of the most compelling advantages the Philippines has over any other Asian country. With higher education priority, the literacy rate in the country is 94.6% -- among the highest. English is taught in all schools, making the Philippines the world’s third largest English-speaking country. Every year, there are some 350,000 graduates enriching the professional pool.
Strategic business location The Philippines is located right in the heart of Asia – today the fastest growing region. It is located within four hours flying time from major capitals of the region. Sited at the crossroads of the eastern and western business, it is a critical entry point to over 500 million people in the Association of Southeast Asian Nations (ASEAN) market and a gateway of international shipping and air lanes suited for European and American businesses.
First-class lifestyle Discover the best of sun, sea, sand and style in the tropical setting teeming with the best of western amenities. The Philippines is second home to expatriates who enjoy the company of the warmest people in the region, the country’s openness to varied cultures, and a decidedly global outlook. Expats enjoy accessible and affordable luxuries – business centers, housing, schools, hospitals, shopping malls, hotels and restaurants, beach resorts, and recreation centers.
Abundant resources An archipelago like the Philippines offers diverse natural resources, from land to marine to mineral resources. It is also the biggest copper producer in Southeast Asia and among the top ten producers of gold in the world. It is also home to 2,145 fish species, four times more than those found in the Bahamas. The 7,100 islands boast of beautiful beaches and breathtaking sceneries that offer soothing leisure and relaxation spots for vacationers and tourists.
Low cost of doing business Wages are typically less than a fifth of that in the United States. Local communication, electricity, and housing costs are also 50% lower compared to the US rates. Foreign companies that are now outsourcing programming and business processes to the Philippines estimate 30%-40% business cost savings, 15%-30% call center services and application systems, and 35%-50% software development.
Liberalized and business-friendly economy An open economy, like the Philippines, allows 100% foreign ownership in almost all sectors and supports a Build-Operate-Transfer (BOT) investment scheme that other Asian countries emulate. Government corporations are being privatized and the banking, insurance, shipping telecommunications, and power industries have been deregulated. Incentive packages include the corporate income tax, reduced to a current 32%, with companies in the Special Economic Zones (ecozones) subject to only 5% overall tax rates. Multinationals looking for regional headquarters are entitled to incentives such as tax exemptions and tax and duty-free importation of specific equipment and materials.
Unlimited business opportunities As Asian economies integrate within the vast framework of the ASEAN Free Trade Agreement (AFTA), the Philippines is the natural and most strategic location for firms that want access to the large ASEAN market and its vast trade opportunities. The Philippines has enhanced and primed up various areas for investors and offers a dynamic consumer market accustomed to an array of product choices created by a competitive domestic economy.
Developing Infrastructure for global growth A well-developed communication, transportation, business, and economic infrastructure links the three major islands -- Luzon, Visayas, and Mindanao -- and distinguishes the Philippine economy. Highly accessible by air, water, and cyberspace, liberalization of inter-island shipping and domestic aviation further sparked improved facilities and services. The container terminals are suited to handle cargo traffic at the highest levels of efficiency.
Communication provides redundant international connectivity 24/7 with fiber optic cable as primary backbone network and satellite as backup. Economic reforms emphasize regional growth, converting remote areas into business centers.
The landmark BOT legislation allows private investors to build and operate infrastructure, then turn it over to the Philippine government after a set period of time.
All you need and more The Philippines offer state-of-the-art telecommunications facilities, adequate, and uninterrupted power supply. There are ready-to-occupy offices and production facilities, computer security and building monitoring systems, as well as complete office services in specialized information technology (IT) zones. With the government's focus on building up an IT-enabled economy, the Philippines is on its way to becoming the E-services Hub of Asia.
Indonesia is a rich, ethnically diverse island state with a very large population. Internal markets for consumer goods are large and offer opportunities for many consumer goods firms. Indonesia has a large and well developed petroleum industry that adds to government wealth. Indonesia is just starting to emerge from the crony capitalism that has existed for most of the time since independence. Wage rates are relatively low and if social stability can be maintained the opportunities for profitable investment will be significant.
Unity in Diversity
The Indonesian national motto “Unity in Diversity” points to one of the greatest attractions of your host country, Indonesia. There are some 300 ethnic groups, a result of both the country's unique geography and history. Many Indonesians may see themselves first by their ethnic and cultural group and secondly as Indonesians. The glue that binds the people together is the usage of the Bahasa Indonesia, the national language, and Pancasila, the national philosophy, which stresses the doctrine of unity and universal justice for all Indonesians. Ethnicity
The majority of Indonesians are of Malay extraction. The remainder of the “pribumi” (natives) are Melanesian (in Papua-Irian Jaya and the eastern islands). There are ethnic Chinese, Indians and Arabs concentrated mostly in urban areas throughout the archipelago. Major Ethnic groups: Javanese - 45%, Sundanese - 14%, Madurese - 7.5%, Coastal Malays - 7.5%, and others - 26%. Population
228,248,538 million (2008-World Bank). Indonesia is the fourth most populous nation in the world after China, India and the United States. Over two thirds of the population resides in Java, the center of the country's economic and political power. Visit the UNICEF website for some very interesting statistics covering population, health, economics, etc.
According the Ministry of National Development Planning (BAPPENAS) there were 39 million people living below the national poverty line in 2006. This number increases to 116 Million if the poverty line is set at US$2 day. However, the number of poor is only 16 Million if the poverty line is considered at US$1/day. (data from 2007 - latest figures)
The Rupiah. The exchange rate went from Rp 2,450/$1 in July 1997 to Rp 14,500/$1 in July 1998. This currency devaluation was a major factor in causing a severe economic crisis (krismon). The currency floats now and the rate varies along with a myriad of economic factors.
Please contact us to find out more, our team of consultants will gladly assist you.