How to Set Up a Company in ASEAN: A Country-by-Country Guide

Company (PT — Perseroan Terbatas)

The standard vehicle for foreign investment in Indonesia is the PT (private limited company). It is a fully separate legal entity from its shareholders, capable of owning property, entering contracts, and being sued in its own name.

Setup requires two shareholders (individual or corporate), execution of a Deed of Establishment before a public notary, and approval from the Ministry of Law. A board of directors and board of commissioners are mandatory. For foreign-invested companies, the minimum paid-up capital is Rp 2.5 billion. Foreign ownership restrictions may apply depending on the business sector.

Representative Office

Indonesia offers five types of Representative Office, including Trade, Construction, Oil & Gas, Regional, and Bank ROs. ROs cannot generate revenue (except Construction ROs) and are restricted to market research, liaison, and promotion activities. The parent company is implicitly liable for all RO obligations.

Private Limited Company (Sdn Bhd)

Malaysia allows 100% foreign ownership in most sectors. Setup requires at least two shareholders, two resident directors, and a qualified company secretary. Directors must be at least 18 years of age and ordinarily resident in Malaysia. The minimum paid-up capital is just RM 2.00, though certain government agencies may require higher capitalisation.

Branch Office

A foreign company may register a branch in Malaysia as an extension of the parent entity. A local resident agent must be appointed. The foreign parent is fully liable for the branch's obligations.

Limited Liability Partnership (LLP)

Introduced in 2013, the Malaysian LLP combines the limited liability protections of a company with the operational flexibility of a partnership. A minimum of two partners is required. At least one compliance officer who is a Malaysian citizen or permanent resident must be appointed.

Limited Liability Company

Foreign investors may register under the Myanmar Companies Act (CA) or the Myanmar Foreign Investment Law (MFIL). Companies registered under MFIL are eligible for tax incentives and benefit from clearer investment protections. At least two shareholders and two directors are required; directors need not be Myanmar nationals.

Branch Office

A branch formed under the CA requires a permit to trade and registration but no MIC permit. A branch formed under the MFIL requires an MIC permit in addition. Branch registration fees are US$2,500.

Joint Venture

Foreign investors may establish joint ventures with any Myanmar partner — including individuals, private companies, cooperatives, or state enterprises. This is often the most practical route when navigating restricted sectors.

Corporation (Subsidiary)

A domestic corporation is registered under the Corporation Code and regulated by the Securities and Exchange Commission (SEC). Between 5 and 15 incorporators are required, with majority residency in the Philippines. The minimum paid-up capital is PHP 5,000 for locally-owned entities, rising to USD 200,000 for subsidiaries with more than 40% foreign equity.

Branch Office

Foreign corporations may establish branches in the Philippines subject to reciprocal rights in their home country. A branch must have a minimum capital of USD 200,000 for 100% foreign-owned entities. The branch is treated as an extension of the foreign parent and cannot engage in activities on the Foreign Investment Negative List (FINL).

Representative Office

A representative or liaison office may not generate revenue. It requires an initial inward remittance of USD 30,000. All expenses are funded by the head office.

Private Limited Company (Pte Ltd)

Singapore is consistently ranked among the world's easiest places to do business. A Pte Ltd requires at least one shareholder (individual or corporate), one resident director, and a registered address. 100% foreign ownership is permitted with no restrictions. The minimum paid-up capital is just SGD 1. The resident director must be ordinarily resident in Singapore — a Singapore citizen, permanent resident, Employment Pass, or Dependant Pass holder.

Branch Office

A foreign company may register a branch in Singapore. Two local agents of at least 18 years of age must be appointed. The branch is viewed as an extension of the foreign parent, which bears all liabilities.

Representative Office

Singapore's RO is limited to market research and feasibility studies — it cannot generate revenue. It is registered for a maximum of 3 years, subject to annual evaluation. The parent company must have annual sales over US$250,000 and have been established for at least 3 years.

Limited Liability Partnership (LLP)

Singapore's LLP (introduced in 2005) requires a minimum of two partners and at least one local manager ordinarily resident in Singapore. It is a fully separate legal entity with perpetual succession.

Private Limited Company

The private limited company is the most common structure in Thailand. At least 3 shareholders are required. Incorporation involves three stages: name approval, registration of the Memorandum of Association (MoA), and the statutory meeting. The MoA must be filed at the local registration office. Directors must call up at least 25% of subscribed share capital. A company can be registered within one day if all conditions are met simultaneously.

Branch Office

If a foreign company's business falls within restricted categories under the Foreign Business Act (1999), a permit from the Department of Business Development is required before operations commence. The application process typically takes 2–3 months. The head office and all branches are jointly liable for Thai branch obligations.

Representative Office

Thailand's RO is established to serve the head office — sourcing goods, quality control, and information gathering. It cannot negotiate contracts or generate profit. Activities are governed by the Foreign Business Act, and prior approval from the Ministry of Commerce is required.

Limited Liability Company (LLC)

Vietnam offers two LLC types: single-member (SLLC) and multiple-member (MLLC, with 2–50 members). Members contribute "charter capital" and are liable only up to their capital contributions. To obtain an enterprise registration certificate, members must undergo a registration or evaluation licensing process. Certain sectors have minimum capital requirements and may limit foreign ownership.

Joint Stock Company (JSC)

A JSC divides capital into shares and can be listed on a Vietnamese stock exchange. A minimum of three shareholders is required. The management structure comprises a General Meeting of Shareholders, Board of Management, and Legal Representative (typically the General Director). The setup process mirrors the LLC.

Branch and Representative Office

Unlike most other ASEAN markets, foreign branches in Vietnam have become increasingly restricted. Vietnamese company branches (established by domestic enterprises) are more common. Representative offices are a popular first step for foreign investors assessing market viability — they cannot generate revenue but may act as a liaison for the head office.