Setting Up in Southeast Asia: Ownership Structure, Capital and Work Permits for Owners

This Article Is Not About Choosing a Country — It Is About Landing the Structure

Each of these four countries is built for something different — worth a quick scan before you commit: Vietnam is the export-manufacturing engine (supply chain depth, industrial labour and a wide free trade agreement network, with full foreign ownership common in manufacturing); Malaysia is the regional headquarters and professional-services choice (English-language, common-law derived, generally the smoothest administration of the four); Thailand carries a dual identity — strong domestic demand and deep manufacturing clusters, but the tightest restrictions on foreign participation in local services; the Philippines runs on demographics and English-language services (a globally leading BPO sector, a young workforce, and reforms that have progressively widened access). For the fuller five-country comparison — Singapore included — and recommendations by business type, see our country-selection guide; this piece does not repeat that logic.

What this piece actually resolves is the next step: once you know which access tier your sector falls into, how do you structure the ownership, size the capital, and get yourself legally authorised to work — those three questions are the body of this article, and where most people get stuck.

Foreign ownership: who can hold 100% and who needs a local shareholder

Ownership. The Philippines works from a Foreign Investment Negative List — sectors off the list are generally open to full foreign ownership, while listed sectors carry specific caps, some of them constitutional. Thailand's Foreign Business Act uses three lists, with List 3 covering a wide swathe of services; foreign majority there requires a Foreign Business Licence, which is discretionary and slow. The realistic alternatives are BOI promotion or, for US nationals only, the Treaty of Amity. Malaysia permits full foreign ownership in most sectors, though licences such as the wholesale and retail trade licence carry their own paid-up capital conditions. Vietnam is assessed against its WTO services commitments, with some categories requiring a joint venture or capped foreign holding. For exactly how the Philippine list splits into List A and List B, and how the 60/40 rule and capital thresholds work, see our 100% foreign ownership guide.

Paid-up capital and registration timelines: Thailand vs Philippines vs Vietnam vs Malaysia

Timelines. Break registration into three stages — entity registration, tax and social security registration, then sector licences and local permits. Agents typically quote only the first stage:

• Malaysia: entity registration with SSM is typically the fastest of the four; time goes into licensing and bank account opening
• Thailand: a Thai-majority company registers quickly at the DBD, but a Foreign Business Licence or BOI application is an entirely different order of magnitude
• The Philippines: SEC online registration has improved markedly; the slower parts are BIR registration and invoice authority, the Mayor's Permit, barangay clearance and employer registration with SSS, PhilHealth and Pag-IBIG. Local permit practice varies by city and the January renewal peak is congested. This is a genuine weak point. The full four-stage walkthrough, from SEC name reservation to legally issuing your first invoice, is in our Philippine company registration guide.
• Vietnam: foreign projects generally need an Investment Registration Certificate before the Enterprise Registration Certificate, making the overall timeline the longest of the four

Capital. Nearly every regime distinguishes export-oriented from domestic-market businesses, and often applies lower thresholds where the project employs a defined number of local staff or involves advanced technology. Vietnam requires charter capital to be contributed within a statutory period and reviews whether the declared amount matches the project. Malaysia ties employment pass eligibility to paid-up capital and ownership structure. Do not budget from figures found online — verify with the authority at the time. Minimum capital also depends heavily on whether you register a subsidiary, branch or representative office — see branch office vs subsidiary vs representative office for that comparison.

One more thing everyone underestimates: corporate bank account opening. Due diligence on foreign-owned entities has tightened across all four countries, and "registered but unbanked" is not rare. Prepare account opening in parallel with registration, not after it.

The Philippine Anti-Dummy Law: criminal, not administrative

This is the point most investors underestimate, and the one we spend the most time on in Manila.

The Philippines has the Anti-Dummy Law (Commonwealth Act No. 108), aimed squarely at arrangements where Filipino nominees hold shares that a foreigner actually funds and controls. Three things matter:

• It creates criminal exposure, not a fine you can settle
• Both sides are exposed — the foreigner and the Filipino nominee. Asking a friend to "just sign here" pulls them in with you
• It also restricts foreigners from holding management positions or intervening in the management of nationality-restricted entities, so a tidy cap table does not solve the problem if you run the company day to day

The more frequent real-world failure is human, not regulatory: the nominee is a colleague, a spouse's relative, someone who seemed entirely reliable. When the business starts making money or the relationship sours, the shares are theirs on paper, and a side agreement whose purpose was to circumvent the law is a weak foundation to litigate on.

The better move is to check where your sector actually sits on the current negative list. After recent reforms, many activities people assume require a nominee now permit foreign control outright. Thailand's Foreign Business Act similarly prohibits nominee structures, with increasing scrutiny of Thai shareholders' funding sources. In Malaysia and Vietnam, full foreign ownership in most sectors removes the temptation entirely — which is itself an underrated advantage.

General information only, not legal advice. Consult a Philippine-licensed lawyer, and local counsel in your target country, for any specific structure.

Planning around a nominee shareholder, only to find it is a criminal matter here? → company registration and shareholding structure

Owning the company does not let you work in it: work permits for company owners

This section is about your own authorisation as an owner or director — not the local or foreign staff you hire, whose hiring cost, termination difficulty and talent supply are compared in the people section of our country-selection guide. In all four countries, working is a separately licensed activity — including working for a company you own.

• Philippines: an Alien Employment Permit from DOLE plus a 9(g) pre-arranged employment visa from the Bureau of Immigration, along with an ACR I-Card. Being a director or shareholder is not the same as being employed; which route applies depends on your actual role, and exemptions change
• Thailand: a work permit paired with a Non-Immigrant B visa, tied to registered capital and to ratios of Thai employees per foreign work permit. BOI-promoted companies have a facilitated channel
• Malaysia: an Employment Pass, with eligibility tiers linked to paid-up capital and foreign ownership — design this before you incorporate, not after
• Vietnam: a work permit or exemption confirmation, then a temporary residence card. Documentation on qualifications and experience is detailed and generally needs legalisation and Vietnamese translation

Common misjudgements:

1. "I am the owner, so I do not need a work visa" — untrue in all four, with fines, deportation and blacklisting as possible consequences
2. "Declare a big capital figure, it looks better" — Vietnam requires actual contribution on schedule, Malaysia ties passes to paid-up capital, Thailand ties work permit slots to capital
3. "Registered means open for business" — sector licences, local permits and tax invoice authority are separate steps
4. "Regional HQ equals tax exemption" — incentives carry substantive conditions on headcount, spending and functions
5. "Start now, comply later" — retroactive fixes involving payroll, social security and tax are far more expensive than doing it right once

If what you need is the 9G application itself — what to prepare and how long it takes — start with our Philippines 9G work visa page.

Before You File: A Final Check on Ownership, Capital and Your Own Work Authorisation

If you have not settled on a country yet, the fuller business-type recommendations — Singapore included, which matters for regional headquarters and finance structures this article cannot answer without it — are in our country-selection guide. Within the four countries covered here: export manufacturing and supply chain point to Vietnam first, Thailand second under BOI; regional trading, professional services and shared services point to Malaysia for the best all-round experience (though for a true regional headquarters or finance structure, Singapore is usually the better comparison — not covered here); consumer-facing local services and retail need care — Thailand is tightest, the Philippines has liberalised but retains thresholds, Vietnam depends on its commitments schedule, Malaysia is comparatively open; English-language people businesses favour the Philippines clearly.

The Philippine downsides, stated plainly: local permit and tax administration is slower than Malaysia's; logistics and infrastructure remain a challenge; electricity costs sit at the higher end regionally; and typhoon season genuinely disrupts operations. None of that cancels its strength in English-language services, but it belongs in your model.

Whichever country you land on, confirm these three things before you file:

1. Ownership position — which tier your sector falls into on the relevant negative list, whether you need a local shareholder, and whether any proposed structure edges toward a nominee arrangement
2. Capital planning — registered capital is not a number you pick for appearances; it determines how many work permits you can obtain, so plan it backwards from your staffing needs rather than discovering the shortfall after incorporation
3. Your own work authorisation — a directorship or shareholding is not the same as the right to work, and this is the step most owners discover too late

How to verify: go to the primary sources — SEC, BIR, DOLE and the Bureau of Immigration for the Philippines; DBD and BOI for Thailand; SSM and the relevant licensing bodies for Malaysia; the investment authority for Vietnam. Any figure, ratio or processing time should come from a current official announcement.

If your comparison points toward the Philippines, you can have Yixing check your sector's foreign ownership position and structure first. We start by telling you where the activity sits on the negative list and whether you can obtain work authorisation — because registering fast in the wrong structure helps nobody.