Incorporation of Companies

Courtesy contribution of ZICOlaw.

ZICOlaw produces publications on legal and business perspective updates in ASEAN.

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Cambodia Indonesia Laos Malaysia Myanmar Singapore Thailand Vietnam
Governing Legislation • Law on Commercial Registration Rules and Register of 1995 and its amendment Law of 1999.

• Law on Commercial Enterprise of 2005 (“LCE”)
Law Number 40 Year 2007 regarding Limited Liability Company (“Law 40/2007”). Additional laws apply to direct investment activities. The Enterprise Law No. 11/NA dated 9 November 2005 (the “Enterprise Law 2005”) The Companies Act 1965 (“CA 1965”). • The Myanmar Companies Act 1914 (“MCA”)

• The Myanmar Companies Rules 1940

• Myanmar Companies Regulation 1957
The Companies Act (Cap 50) • 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
Regulator • The Ministry of Commerce (“MoC”)

• The Registry Offices at the Municipal /Provincial Departments of Commerce
Ministry of Law and Human Rights (“MLHR”). • Department of Enterprise Registration and Management of Ministry of Industry and Commerce (General Business)

• Investment Promotion Department of Ministry of Planning and Investment (Concession Business)
The Companies Commission of Malaysia (“CCM”). The Chief Executive Officer of the CCM has been designated as the Registrar of Companies (“Registrar”). 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”) 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 • Sole Proprietorship

• Partnership (General and Limited)

• Limited Liability Company (Private Limited Company, Public Limited Company and Single Member Private Limited Company)
• A limited liability company. • A sole limited liability company.

• A limited liability company.

• A public company.
• A company limited by shares.

• A company limited by guarantee.

• An unlimited company.
• A company limited by shares.

• A company limited by guarantee.

• An unlimited company.
• A company limited by shares.

• A company limited by guarantee.

• An unlimited company.
• 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 minimum share capital for setting up a company is KHR 4,000,000 (approximately USD1,000). The minimum authorized share capital for a company is IDR50,000,000 (fifty million rupiah). The minimum for paid up share capital is 25% of the authorized share capital. No share may be allotted in excess of a company’s authorized share capital. The minimum registered (paid-up share) capital is one thousand million Lao Kip (approx. US$ 125,000) for a foreign investor. A par value of share of a limited company shall not less than 2,000 Lao Kip (approx. US$ 0.25). A company must have a minimum of 2 issued shares. No share may be allotted in excess of a company’s authorised 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 S$1 The par value of each share in a private limited company must be not less than Baht 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 (i.e. real estate, insurance, banking, etc.), there is no specific requirement regarding a minimum amount of share capital.
Foreign Ownership Restriction Foreigners can own 100% of the shares in a Cambodian commercial company. There are, however, restrictions for foreigners on land ownership. In such a case, fifty-one per cent (51%) of the shares must be held by Cambodians. 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 Lao. Companies may be wholly-owned by foreigners. However, do take note that regulatory licensing in some sectors requires equity participation by Malaysians. 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. 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, e.g. advertising services, tourism services, logistics services, etc.
Directors A private limited company is required to have at least one (1) director, while a public limited company must have at least three directors. Every company must have at least one (1) director. Every company must have at least one (1) director, who may or may not reside within Lao PDR. Companies are permitted to have foreign directors. Every company must have at least two (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. The MCA requires at least three (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 two (2) directors. There are no residential requirements for a foreigner to be a director. Every company must have at least one (1) director who is ordinarily resident in Singapore. A private limited company must have at least one (1) 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 • Commercial representative office.

• Branch office of a foreign company.

• Subsidiary.
• Limited Partnership (Commanditaire Vennootschap)

• Partnership.

• Representative office of a foreign company.

• Foundation.

• Cooperative.

• Individual company.
• Sole Proprietorship.

• Partnership.

• Branch office of a foreign company.
• Sole Proprietorship.

• Partnership.

• Branch office of a foreign company.

• Representative Office.

• Limited Liability Partnership.
• 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.
• Sole Proprietorship.

• Ordinary Partnership.

• Registered Ordinary Partnership.

• Limited Partnership.

• Branch Office, Representative Office, Regional Office, and Regional Operating Headquarters.
• Private Enterprises.
Estimated Incorporation Costs Private limited company: USD 4,000 (excluding tax and disbursements) Local Company with Foreign Investment or Penanaman Modal Asing Status (Called “PMA Company”): USD 15,000 (excluding tax and disbursements) Sole limited liability company and a limited liability company engaging in general business: USD 8,800 (excluding tax and disbursements) Private limited company: USD 1,500 (excluding tax and disbursements) USD 4,000 (excluding tax and disbursements) Private limited company: SGD 6,500 (excluding tax and disbursements) USD 7,500 (excluding tax and disbursements) Domestic company: USD 2,000 (excluding tax and disbursements)

Disclaimer: All the information provided in the table above is based on the facts and information as of the date of the publication of this table. In the event of any change in circumstances or information provided, we reserve the right to revise the contents of this table. The information provided herein is rendered strictly for the benefit of the Malaysian Global Innovation & Creativity Centre Berhad (1072152-T) or “MaGIC”. It may not be disseminated, distributed, published or copied in any other manner whatsoever without prior written consent from Zaid Ibrahim & Co. (a member of ZICOlaw). The information provided herein should not be substituted for any purposes other than as a source of reference only. In relation to the figures stated in the estimated incorporation costs, such figures are based on the assumption of an incorporation of a basic entity in the respective country and may vary depending on the complexity and any additional information provided. All information herein should not be strictly relied upon without additional enquiry with the relevant firms and is not to be used as a substitute for any legal advice.



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