DOING BUSINESS IN ASEAN

COUNTRIES

LAOS

Can foreigners
acquire real
property?
NO. Laos follows the
Communist system of
land ownership all
land is controlled by
the State. Citizens are
granted
certain
ownership rights but do
not become absolute
owners. Foreigners are
prohibited from owning
land but may lease the
same for up to thirty
(30) years.

Business vehicles for

foreigners
1. Representative office
-. It allows foreign entities
who are planning to
establish a commercial
presence to gather data
on investment
opportunities and to
coordinate with
Department Ministries.
-. Generally has a term of
one (1) year and may be
extended only twice
(total of three years),
unless the entity has an
MOU with the
Government for a longer
term.

2. Limited liability
company
- Are entitled to protection
under Lao laws, including
intellectual property
rights
- Multiple entry business
visas may be granted to
investors and their
families
- Companies are allowed
to repatriate their income
after the payment of
duties, taxes and fees.

MYANMAR

Can foreigners acquire

real property?

Business vehicles for

foreigners

Yes, to a certain extent. 1. Entity with 100%

Previously, Myanmar laws
foreign equity
only allowed foreigners to -. Limited to economic
rent long term. Recently,
activities prescribed by
the
Myanmar
Union
the government; cannot
Parliament passed the
extend
to
activities
Condominium
Law,
affecting public health,
allowing foreigners to own
agriculture,
natural
up to 40% of a condo
resources
and
the
building.
environment.
2. Joint venture
-. Foreign entities may
establish a joint venture
company or establish a
joint venture without
incorporating/through
contract (partnership).

3.
Agency
or
distribution
arrangements
- A foreign entity may
appoint
a
business
representative or enter
into
an
agency
arrangement with a
Myanmar
citizen
or
company.

INDONESIA

Can foreigners acquire

real property?
No, the right of ownership
(hak
milik)
is
an
inheritable right that can
be
held
only
by
Indonesian citizens.

Business vehicles for

foreigners
Indonesia has a Negative 2.
Representative
List of Investment (NLI), Office
which provides industries - Can
only
perform
that are open or closed to
marketing,
promotion
foreign investors.
or research activities
and review business
1. Indonesian Limited
opportunities.
Liability
Company
(PT PMA Perseran 3. Branch office
- Allowed only in cases of
Terbatas
Penanaman
Modal
foreign banks and oil
Asing)
and gas companies.
-. Shareholders
must
appoint at least one 4. Joint ventures
director and at least 5. Others
one commissioner. The - Production
Sharing
director
serves
as
Contract
with
the
management and has
Indonesian government

- Agency or
distributorship to
market and sell its
products in Indonesia.

PHILIPPINES

Can foreigners acquire

real property?

Business vehicles for

foreigners

Private ownership of land

is reserved for Philippine
citizens and corporations
with at least 60% Filipino
ownership.
However,
such corporations may
hold alienable public lands
only through lease.

1. Branch office
2. Representative
Office
3. Subsidiary (subject
to
limitations
on
nationalized
activities)
4. Regional
Area
Headquarters
5. Regional Operating
Headquarters
6. Partnership
7. Joint venture

Foreigners
may
own
buildings on leased lands.
They may also buy condo
units, subject to a cap of
40% of the units.

THAILAND

Can foreigners acquire

real property?

Business vehicles for

foreigners

4. Partnership
No, companies defined as 1. Private Limited
- Unregistered Ordinary
Companies
Foreign Companies under
-. Required minimum capital is
Partnerships all partners
the
Land
Code
are
2 million Baht. In restricted
are jointly and severally
prohibited from owning
businesses, the company
liable; contractual
real property. They may,
requires prior approval from
relationship exists between
however, lease land and
the appropriate regulatory
members
- Registered Ordinary
agency.
construct
and
own
Partnerships: requires
buildings.
2. Public Limited
Companies
Sec. 98 of the Land Code -. Purpose is to obtain
also provides that if one of
investment from the public
the above legal entities
at large.

becomes owner of capital,

shares or becomes a 3. Branches
partners in another legal -. Recognized as foreign
juristic persons
entity, that entity will be -. Not independent entities
deemed
a
Foreign
from their principal office.
Company if the foreign

registration with DBD, a

legal entity separate from
the partners
- Limited Partnership

5. Representative Office
- Recognized as foreign juristic
persons, but not independent
from that of their principals.

VIETNAM

Can foreigners acquire

real property?

Business vehicles for

foreigners

YES. Under the 2014 1. Business

coHousing Law, foreigners
operation (business
are permitted to enter
co-operation
Vietnam with entry visas
contract)
will be entitled to buy and -. Profit sharing regime;
own residential houses as
does NOT create a legal
well as sell, mortgage or
entity but is simply a
inherit the same.
contractual
arrangement between a
Foreign
invested
foreign
party
and
enterprises,
branches,
Vietnamese party. No
representatives
licensed
specific regulations on
to operate in Vietnam are
management, structure
allowed to buy and own
and personnel.
houses
but
such
ownership cannot exceed
the period stated in their
respective
investment

2.
Joint
venture
enterprise
- Established in the form
of a limited liability
company;
recognized
as a legal entity.
- Usually
to
help
circumvent the ban on
100% foreign owned
companies in certain
sectors.
3.
Enterprise
with
100% foreign owned
capital

Can foreigners acquire

real property?

Business vehicles for

foreigners

4. Building-OperationTransfer/BuildingTransferOperation/BuildingTransfer (BOT/BTO/BT)
- A foreign investor can
sign a contract with a
State body to implement
projects for expansion,
modernization
of
infrastructure projects in
Government sectors.

5.
Limited
Liability
Company
6. Joint Stock Company
- Minimum number of
shareholders shall be
three (no maximum).
Shareholders shall be
liable for debts and
other
property
obligations within the
amount
of
capital
contributions.
7. Partnership
-At least two partners;
liability may be limited or
unlimited.

8.
Representative
Office
- Purpose is to survey
markets and undertake
commercial
enhancement activities.
9. Branch
- Can enter into contracts
and
conduct
activities
such as the purchase and
sale of goods (provided it
has a license issued by
the government).

CAMBODIA

Can foreigners acquire

real property?
Yes, subject to restrictions.
In the Foreigners can only
own properties on the first
floor or higher (not on the
ground floor) and up to
70% of any one building,
in the case of strata
titles. Strata titles allow
an owner to divide a
building into individually
saleable portions.
Foreigners can own up to
49% of private property if
they are partnered with a
Cambodian legal entity.
While this law is not wellenforced, there is a risk

Business vehicles for

foreigners
1. Branch office
3. Sole proprietorship
-. Is not a separate legal - Must be registered with
entity from its principal
the
Ministry
of
and exposes the latter
Commerce
and
is
to liabilities of the
subject to an estimated
former
taxation
regime
on
-. Can carry on regular
profits
trading services which
are taxable.
4.
Limited
liability
company
2.
Representative - May be public or private
- Most common form of
office
-. Does
not
have
a
business entity
separate
legal - Must have tat least 1
personality
shareholder
with
a
-. Cannot
engage
in
maximum
of
30
business
activities,
shareholders
except introduction of - To hold land, it must be

Most common form of

business
A private limited
company (PTE) is valid
for 99 years. A
shareholders liability is
limited to their amount of
capital contribution
which is set at a
minimum of 20 million
riel ($5,500).

MALAYSIA

Can foreigners acquire

real property?
Yes, subject to certain
restrictions:
1. The properties must be
valued at more than
RM1Million/unit.
Residential
units
categorized as low and
low-medium
costs
are
NOT open to foreign
buyers. Reserved lands
and properties allocated
as bumiputera interest in
any property development
project determined by
State authority are not
open to foreigners as well.

Business vehicles for

foreigners
1. Branch office
2. Subsidiary (separate
Malaysian company)
3.
Acquisition
of
majority of the shares
of
an
existing
Malaysian company
4. Join venture

SINGAPORE

Can foreigners acquire

real property?
Yes,
with
respect
to
private apartments and
condominiums.
However, foreigners are
now allowed to own
residential
property
covered by Singapores
Housing
Development
Board (HDB). Foreigners
may
buy
executive
condominiums only 10
years after completion of
the building.
Foreigners with the intent
to purchase a landed
house
must
seek

Business vehicles for

foreigners
1. Sole proprietorship
2. Partnership
3. Limited
Liability
Partnership
4. Company
(Subsidiary)
5. Representative Office
-. Can
only
carry
out
market
research,
feasibility studies and
liasion work on behalf of
the parent company.
-. It CANNOT engage in the
trade of goods/services,
lease
warehousing
facilities
or
offices,
conclude contracts, issue
invoices/receipts or open
or negotiate any letter of

BRUNEI

Can foreigners acquire

real property?

Business vehicles for

foreigners

YES.
Foreigners
can
purchase land, houses and
shop houses but freehold
ownership (registered title
in perpetuity) is nonexistent.
Property
ownership will only last for
60 years. They may also
buy apartments and own
them for a period of 99
years under a strata
title, which grants them
the right to divide the
building into individually
saleable
properties
(Condominium Law)

1. Sole proprietorship
2. Partnership
-. May
consist
of
individuals,
local
companies
and
branches
of
foreign
companies
-. Maximum number of
partners: 20
-. At least one partner
must be Bruneian or a
Brunei
Permanent
Resident.
3.
Brunei
Private
Company
(Sendirian
Berhad oder Sdn. Bhd.)
-. Governed
by
the
Companies Act
-. At
least
half
the

- Must have at least two

shareholders (need not
be Brunei citizens or
residents)
- Must appoint auditors
4.
Brunei
Public
Company
(Berhad
oder Bhd.)
- May
issue
freely
transferable shares to
the
public
(more
regulated)
- Shareholders must be
Brunei
citizens/residents

Most common form of

business

5. Branch
- Must have a registered
office and a local
agent
- Required to prepare
branch accounts for
tax computation
- Upon registration, the
foreign company is
entitled to the same
powers and authority
as a local company.

The Limited Liability

Company (Sendirian
berhad)
- Has a minimum of two
shareholders and two
directors
- Is governed by the
Articles of Association
and has authorized
capital divided into
shares.
- Has encouraged foreign
investors to enter into
join ventures with local
counterparts