1

COUNTRY

THAILAND

VIETNAM

LAOS

INDONESIA

(Cong Hoa Xa Chu Ngia Viet nam/

Socialist Republic of Vietnam)
1. Form of Government

Thailand is a constitutional monarchy,

under which form of government the Prime
Minister is the head of government and a
hereditary monarch is head of state.
note - interim military-run government
since May 2014

2. Acquisition of Land

Thai Property Laws prohibit a foreigner from

owning land in Thailand, however there are
other alternatives to owning land in Thailand:

A foreigner may own a land in

Thailand in a name of Thai
company (at least 51% of shares
are Thai and 49% are foreign).
A foreigner, who invests in a
minimum of at least one million
Baht in Thailand for no minimum
prescribed period of time, is entitled
to buy up to 20 Rai of land for
residential purposes for employees.

Thai property law allows a foreigner

with a Thai spouse to legally own
land in Thailand.

A company or the Thai spouse of a

foreigner may grant a Right of
Superficies in favor of the
foreigner, giving him the right to
personally own all constructions
situated on the land.

Socialist Republic with one legislative

house (National Assembly)

The 2014 Land Law treats Local and

Foreign Investors alike. Either may lease
land from the government and pay rent
on an annual basis or as a lump-sum
payment. Both may also acquire land via
land allocation. However, land allocation
is now only available for residential land.

Communist State

Independent Republic

Laos follows the Communist form of land

ownership. All land belongs to the people
and is controlled by the State. Lao citizens
are granted land use ownership rights but the
system does not represent fee simple
ownership of land. Foreigners are
prohibited from owning land.

Under Indonesian law, a foreigner

cannot own but can purchase
apartments or office space through a
strata title deed

Number of Years of Lease:

1. For investment and
business activities, based on
the scale of each project: 50
years maximum with a
possible extension
2. As part of a specific economic zone: 75
years maximum

of an apartment can be purchased by

Under the new Law on Investment

Promotion, foreign investors with registered
investment capital of 500, 000 US dollars are
entitled to land use rights for business or
residential purposes.

Foreign investors who desire to

Strata Title - the deed or right of use

a foreigner who resides in or has a
regular presence in Indonesia, as it
is considered to be vertical space as
opposed to land

establish their business in Indonesia

can have their building or office under
a "rights to build" deed for a

Right of Superficies (usurfruct),

the right to build a house or
structure, without owning the
land.
However, Foreigners may acquire land by
virtue of the provisions of a treaty granting the
ownership of immovable properties and
subject to the provisions of this Code.(Sec. 86
of Land Code of Thailand)

stipulated period.

Foreigners shall use the land for the

purpose as it is permitted for land
acquisition only
(Sec.97) The following juristic persons
shall be entitled to the same rights as the
foreigners.
(1) Limited companies; (2) Registered limited
partnerships or the registered ordinary
partnerships
(3)
Associations;
(4)
Foundations

3. Investment Vehicles

Form of company preferred by foreign

investors is Joint-stock company

There are two main types of vehicles for

foreign investment in Vietnam:
1. 100 percent foreign-owned enterprises
(FOEs) and
2. joint venture enterprises (JVEs).

1. Foreign Direct Investment

2. Representative Office
3. Limited Company
4. Joint Venture

1. Direct and Indirect investment

2. Minimum investment and equity
participation
Note: Foreigners are permitted to
invest with no restriction on the
maximum size of the investment,
however, Presidential Regulation
36/2010 contains 20 nominated
industries closed to foreign
investment such as agriculture,
transportation, forestry and
others.

4. Investment Incentives

Under the new Investment Promotion Act

(B.E. 2520), foreign investors in Thailand are
granted a range of financial incentives and
privileges: Tax and Non-Tax incentives.

Economic Incentives Foreign investors

are most typically attracted by the tax
incentives for direct investment in
Vietnam.

Tax Incentive

The Corporate Income Tax (CIT) rate has

gradually fallen from 32% in 1997, to 22%
(as of January 1st, 2014) and 20% (takes
effect on January 1st, 2016).

Exemption/reduction of import duties on

machinery (Sections 28/29)
Reduction of import duties for raw or essential
materials (Section 30)
Exemption of corporate income tax and
juristic person income tax. (Section 31 and
34)
A 50 percent reduction of the corporate
income tax (Section 35(1))
Double deduction from the costs of
transportation, electricity and water supply
(Section 35 (2))
Additional 25 percent deduction of the cost of
installation or construction of facilities
(Section 35 (3))
Exemption of import duty on raw or essential
materials imported for use in production for
export (Section 36)
Non tax
Permit for foreign nationals to enter the
Kingdom for the purpose of studying
investment opportunities. (Section 24)
Permit to bring into the Kingdom skilled
workers and experts to work in investment
promoted activities (Section 25 and 26)

For Rental Incentives, Investors shall be

exempt from land rent payments in the
following cases: investment projects
entitled to special investment incentives
undertaken in the areas with exceptional
socio-economic conditions; state-funded
projects for the construction of students
dormitories; projects for the construction
of condominiums for industrial park
workers; etc.

1. Import Duty Exemption

1.
2.
3.
4.

Exemption from import duties and

taxes on raw materials and capital
equipment used for production
Exemption from export duty on
export products;
Tax holidays offered up to 10 years
Additional tax holidays, reduced tax
rates for large projects with special
concession are available upon
negotiation.

Special treatment
education service.

for

healthcare

and

Exemption from import duty on the

import of machines, goods &
materials for production for a period
of 2 years.
2. Tax Allowance
A reduction in net income of up to
30% of the amount invested, prorated
at 5% for six years of the commercial
production, provided that the assets
invested are not transferred out within
six years.
3.Tax Holiday
Income tax exemption or Tax Holiday
are available for 5 to 15 years and is
possible for the extension up to 20
years under the discretion of MoF.
For Communication, Information and
Telecommunication Industry, the
value of Investment plan could be
lowered from Rp. 500 Billion to Rp. 1
Trillion for exemption up to 50%. If
the investment value exceeds Rp. 1
Trillion, the exemption is available up
to 100%.

Permit to own land. (Section 27)

Permit to take out or remit money abroad
(Section 37)

5. Submit differences of
corporate set-up

Public Limited Company.

Number of
shareholders.

partners:

Limited Liability Company

Minimum

15

Capital (max/min): No minimum capital

requierement.
Shareholders and liability: Liability is limited
to the amount contributed.
Private Limited Company.
Number of partners: Minimum 3 partners.
Capital (max/min): Minimum capital: THB 15
Shareholders and liability: Liability is limited
to the amount contributed.
----------------------------------------------------------Unregistered ordinary partnership.
Number of partners: Minimum 2 partners.
Capital (max/min): No minimum capital.
Shareholders and liability: Partners' liability
is joint and several.

Number of partners: Minimum 2

partners, with a maximum of 50. Single
member Limited Liability Company: one
partner.
Capital (max/min): No minimum capital
required except for the finance, banking,
real estate, tourism and employment
sectors.
Shareholders and liability: Limited to
capital for members / shareholder.
Private company
Number of partners: 1 member.
Capital (max/min): No minimum capital
required except for the finance, banking,
real estate, tourism and employment
sectors.
Shareholders and liability: Limited to
capital for members / shareholders
------------------------------------------------------

------------------------------------------------------------

Joint-stock company

Registered ordinary partnership

Number of partners: Minimum of 3

partners.

Number of partners: Minimum 2 partners.

Capital (max/min): No minimum capital.
Shareholders and liability: Liability is limited

Capital (max/min): No minimum capital

required except for the finance, banking,
real estate, tourism and employment

Laos Limited liability company (LLC)

-must have at least 1 board of director and 1
shareholder of any nationality
-650 US dollars is the minimum capital for
locally owned company
-125 US dollars is the minimum required
capital for foreign-invested entitities
Laos Public Limited Company (PLC)
-

Must composed of at least 7

shareholders , 3 directors and
1 worker representative
Requires a minimum capital of
6, 100 US dollars

-125 US dollars is the minimum required

capital if foreigners also hold share in the
business
Laos Branch
-scope of operation will be defined by the
parent company
-have an independent team and corporate
bank account based in Laos
Laos Representative Office

1. Indonesian Limited Liability

Company (PT)
-common type of business entity
-composed of 1 director, 2 local
Indonesian shareholders and one
Commissioner
-paid up share capital depends on the
size of the company and there are 3
sizes of local company
1. small size company with a paid up
capital between 3, 745 to 37, 435 US
dollars
2. medium size entity with a share
capital between 37, 435 to 748, 740
US dollars.
3. large company that requires a
share capital above 748, 750 US
dollars
Foreign owned LLCs (PMA)
-partially or wholly owned and
controlled by foreigners
-also called Penanaman Modal Asing
(PMA)
-governed by Foreign Capital
Investment Law

to the amount contributed for at least one

partner and unlimited for the others.

-not allowed to make direct sales in Laos

sectors.

---------------------------------------------------------

Shareholders and liability: Limited to

capital for members / shareholders

Limited partnership

Partnership

Number of partners: No minimum

Number of partners: At least 2 coowners

Capital (max/min): No minimum capital.

Shareholders and liability: Liability is limited
to the amount contributed for at least one
partner and unlimited for the others.

-can only engage market research and

promoting business of parent company

--composed of at least 1 resident

director and 1 commissioner
If the PMA is fully foreign-owned,
owners are required to sell 5 percent
of the company to an Indonesian
citizen
1.

Capital (max/min): No minimum capital

required except for the finance, banking,
real estate, tourism and employment
sectors.

The nominee LLC option

the use of Indonesian nominees

initially setup an LLC on behalf
of foreign companies

Shareholders and liability: Unlimited to

all partners

2.

Representative Office

permitted to conduct promotional

service, market research and as
agent of the parent company

3.

Public Companies

required to have at least 300

shareholders and IDR 3 billlion
as paid-up capital.

PHILIPPINES

SINGAPORE

BRUNEI DARUSSALAM

Cambodia

(Officially Nation of Brunei, Abode of

Peace Negara Brunei Darussalam)
1. Form of Government

The Philippines is a republic with a

The politics of Singapore takes the form of

Unitary Islamic absolute monarchy

Unitary parliamentary constitutional

2. Acquisition of Land

presidential form of government wherein

power is equally divided among its three
branches: executive, legislative, and judicial.

a parliamentary representative democratic

republic whereby the President of
Singapore is the head of state, the Prime
Minister of Singapore is the head of
government, and of a multi-party system.

In general, only Filipino citizens and

corporations or partnerships with least 60% of
the shares are owned by Filipinos are entitled
to own or acquire land in the Philippines.
Foreigners or non-Philippine nationals may
however purchase condominiums, buildings,
and enter into a long term land lease.

A foreign person who wishes to purchase

a landed residential property is required to
seek Government approval. A foreign
person means any person who is not a

Exceptions to the restriction on foreigners

acquisition of land in the Philippines are the
following:

Acquisition before the 1935

constitution
Acquisition through hereditary
succession if the foreigner is a legal
or natural heir
Purchase of not more than 40%
interest in a condominium project
Purchase by a former natural-born
Filipino citizen subject to the
limitations prescribed by law.
(Natural-born Filipinos who acquired
foreign citizenship is entitled to own
up to 1,000 sq.m. of residential
land, and 1 hectare of agricultural or
farm land)
Filipinos who are married to aliens
who retain their Filipino citizenship,
unless by their act or omission they
have renounced their Filipino
citizenship

Singapore citizen;

Singapore company;

Singapore limited liability

partnership; or

Singapore society.

The ownership of such properties by

foreigners is restricted to those who make
adequate economic contribution to
Singapore.

monarchy

Foreign nationals are generally not permitted

to own land (of which 95% is estimated to be
owned by the State), but may lease land for
industrial purposes, agriculture, forestry, and
aquaculture on a long-term basis.
Only Brunei citizens can own land property in
Brunei. However, foreigners and permanent
residents can only hold properties under
strata titles or long-term leasehold rights.
Strata Title refers to the title of ownership
of a particular unit in a building.

Only Khmer legal entities and citizens

of Khmer nationality shall have the
right to own land.
Except:
However, foreigners can establish
control over land several ways:
-

Buying land through a local

company;
By leasing land;
By attaining Cambodian
citizenship;
Or by buying land through a
Cambodian nominee

Types of property a foreign person must

seek approval to purchase:

Vacant residential land;

Terrace house;
Semi-detached house;
Bungalow/detached house;
Strata landed house which is not
within an approved
condominium development
under the Planning Act (eg.
townhouse or cluster house);
Shophouse (for non-commercial
use);
Association premises;
Place of worship; and
Workers dormitory/service

- Long-term leases are commonly

used by foreigners as a means to
control land in Cambodia.
According to the Land Law, lease
lengths are highly flexible. Leases
generally last for 50 years, 70 years,
or 99 years.

apartments/boarding house (not

registered under the provisions
of the Hotels Act).
Types of property a foreign person can
purchase without approval:

3. Investment Vehicles

Form of company preferred by foreign

investors is Joint-stock company
Foreign Direct Investments

Condominium unit;
Flat unit;
Strata landed house in an
approved condominium
development;
A leasehold estate in a landed
residential property for a term
not exceeding 7 years, including
any further term which may be
granted by way of an option for
renewal;
Shophouse (for commercial
use);
Industrial and commercial
properties;
Hotel (registered under the
provisions of the Hotels Act);
and
Executive condominium unit,
HDB flat and HDB shophouse.

Form of company preferred by foreign

investors is Private limited company
because of its easier tax status and
incentives.

Brunei Sole Partnership

Brunei Partnership
Brunei Private Company (Sendirian
Berhad oder Sdn.Bhd.)
Brunei Public Company (Berhad oder
Bhd.)
Brunei Branch

* Sdn. Bhd- Sendirian Berhad, is an

abbreviation of a Malay word "berhad," which

(wholly foreign owned) limited

liability company
branch office, representative
office
partnership
sole proprietorship.

Note: China is Cambodia's biggest

source of foreign direct investment.
As of 2011, China planned to spend

means "private." An equivalent of Ltd.(which

is used in Britain, U.S., etc.), Bhd. is used to
indicate a private limited company in
Malaysia. In a limited company, the
shareholders' liability is limited to the capital
they'd originally invested. If such company
becomes insolvent, the shareholders
personal assets remain protected. Shares in
a private limited company are not offered to
the general public (distinguishing it from a
public limited company.)
4. Investment Incentives

Forms of Aid:
Exemptions and tax relief, administrative and
Customs facilities.
Privileged Domains:
Tax incentives (exemptions and tax relief) and
non-tax incentives (import facilities, easy
family reunification, assistance).
Privileged Geographical Zones:
Priority sectors in the Investment Plan:
agriculture, agrobusiness, fishing,
infrastructure, tourism, research and
development, engineering products, highly
technological strategic activities and those
creating jobs.
Free Zones:
The autonomous region of Mindanao, less
developed areas (LDA), "ecozones" under the
Philippine Economic Zone Authority (PEZA),
and the special economic zones of Subic Bay
(SBF), Clark (CSEZ), Cagayan, and
Zamboanga (Zamboecozone).
Organizations Which Finance:
Export Financing Institution

Forms of Aid:
Founders of a new business in Singapore
can request assistance from certain
institutions or national organisations.
Generally, aid or incentives are negotiated
before the company's registration.
Investors can contact the Singapore Trade
Development Board (STDB), which mainly
aims at promoting foreign investment and
exports. Moreover, the Economic
Development Board (EDB) is in charge of
increasing the number of foreign firms
setting-up in Singapore by granting
different forms of subsidies.
Privileged Domains:
The government gives preference to
investments in high value-added
manufacturing and services activities as
part of its strategy to replace laborintensive, low value-added activities that
have migrated offshore, particularly China.
Privileged Geographical Zones:
The free-trade zones (FTZs) in Singapore
may be used for storage and repackaging
of import and export cargo and goods
transiting for subsequent re-export.

The Investment Incentives

Order 2001 provides for a
number of incentives, mainly in
the form of tax exemptions for
companies that have been
granted "Pioneer Status" and for
the expansion of established
enterprises.
Pioneer enterpriseshigh-technology industries,
export-oriented manufacturing
and services, research and
development, transhipment,
and activities that support the
introduction of new technology
into Brunei Darussalam.
Any limited company with a
Pioneer Status Certificate will be
granted an exemption
1 from corporate income tax
(normally levied at a rate of
30%), for between two and

$8 billion in 360 projects. It is also the

largest source of foreign aid,
providing about $600 million in 2007
and $260 million in 2008.

Investment incentives available to

foreign investors include wholly
foreign ownership of companies,
corporate tax holidays of up to nine
years, a 20 percent corporate tax rate
after the incentive period ends, dutyfree import of capital goods and no
restrictions on capital repatriation. In
addition, the country is competitive in
terms of the corporate taxation, with
one of the lowest headline tax rates
in the region and a relatively
competitive tax compliance system,
which reduces the fiscal burden
placed on businesses. As the country
is classified as a Least Developed
Country (LDC), it is eligible for duty
free or preferential export access to
many developed economies,
including the EU and US.
To stimulate FDI inflows, 21 Special
Economic Zones have been
approved, of which 14 are in
operation as of September 2015.
Projects within the SEZs are offered

Manufacturing is not carried out within the

zones. Foreign and local firms have equal
access to the FTZ facilities.
Free Zones:
Singapore has five free trade zones, out of
which, four are for seaborne cargo and
one for airfreight.
Organizations Which Finance:
Credit Bureau of Singapore Ltd (CBS) and
Credit Scan

five years depending on the

level of investment on
capital assets.
2

The exemption begins on the

first day of production and
may be extended to 20
years.

Pioneer Status companies

are also exempted from
customs duty on plant,
machinery, and equipment
for their premises, and on
raw materials that are not
available in Brunei and are
to be used in the production
of the pioneer products.

Tax incentives are also

provided for the expansion
of an enterprise already
established in Brunei.

Pioneer Industries: Any limited company

which has been granted a pioneer certificate
will then be given pioneer incentives
1. including exemption from the 30 percent
corporate tax for a period ranging from five
years for a fixed capital expenditure of
B$500,000 to B$2.5 million
2. eight years for an expenditure over B$2.5
million

with incentives benefits such as tax

holidays, zero rate VAT and import
duty exemption for raw materials,
machinery and equipment. The
primary authority responsible for
SEZs is the Cambodia Special
Economic Zone Board (CSEZB).
Despite its improving business
climate, there remain significant
challenges to doing business in
Cambodia. Those most commonly
cited by the private sector include a
weak rule of law, poor infrastructure,
high energy costs, red tape and
corruption and underdeveloped
human resources. Land appropriation
and the lack of adequate intellectual
property protection are also
significant risks.
Human rights concerns remain, in
particular with respect to freedom of
expression, freedom of assembly and
media freedoms.

3. and 11 years for a project located in a

designated high-tech industrial park,
with permitted extensions; exemption from
taxes on imported duties on machinery,
equipment, components parts, accessories
or building structures; exemption from taxes
on imported raw materials not available or
produced in Brunei intended as feedstock for
the production of Pioneer products; and carry
forward losses and allowances.
5. Submit differences of
corporate set-up

The Corporation is a joint-stock company.

Company Limited by Guarantee

Number of partners: Minimum 5

shareholders, maximum 15. A Majority of
shareholders have to be Philippine residents.
No maximum after the constitution.

Number of partners: Minimum one

shareholder.

Capital (max/min): PHP 5,000. 25% must be

subscribed.
25% must be released at the incorporation.
Shareholders and liability: Liability is limited
to the amount contributed.
A Closed Corporation is a closed joint-stock
company
Number of partners: Maximum 20
Capital (max/min):
No minimum. 25% must be subscribed.
25% must be released at the constitution.
Shareholders and liability: Liability is limited
to the amount contributed.
Sole Partnership is a single-member
company
Number of partners: Only 1 person

Capital (max/min): No minimum capital

required.
Shareholders and liability: Liability is
limited to the amount of guarantees
Company Limited by Shares and
Guarantee
Number of partners: Minimum one
shareholder.

A company is a business entity that is

registered under the Companies Act,
Chapter 39. It has a legal personality which
means that it has the right to own properties,
have a perpetual succession and can sue or
be sued in its own name. It is identifiable with
the word "Sdn Bhd and "Bhd.
A company must have at least 2
shareholders and at least 2 directors.
WHO ARE ELIGIBLE TO BE A DIRECTOR?

Capital (max/min): No minimum capital

required.
Shareholders and liability: Liability is
limited to the amount of guarantees
Private Company or Sendirian Berhad
(Sdn Bhd)
Number of partners: Minimum one
shareholder, with a maximum of 50.
Capital (max/min): No minimum capital
imposed by the law. In practice, capital is
SGD 25,000

2
3

If there are only 2 directors, one

of the directors must be ordinarily
resident. If there are more than 2
directors, at least 2 of them must
be ordinarily resident.
Not a declared bankrupt
Must be at least 18 years of age

WHAT ARE THE TYPES OF

COMPANY?
Private
Company

Up to 50 or fewer
shareholders and
restricted in

Law on Commercial Enterprises

Article 5: Use of Khmer name
A partnership or company shall
display its name in the Khmer langu
age. T he Khmer name shall be
placed above and shall be larger than
the name in another language. The
translation of companys name from
one language to another language
shall be prohibited. The Khmer name
shall sound phonetically the same as
the name in the other language.
A partnership or company shall di
splay the Khmer name on all seals,
signs letterhead, and forms and
documents used for public purpose,
and on all public advertisements
displayed on land, on water or in the
air within the Kingdom of Cambodia.
A partnership or company may use
and be designated by a name in
another language outside of the

Capital (max/min): No minimum capital.

Shareholders and liability: Liability is
unlimited.
General Partnership
Number of partners: Minimum 2 partners
Capital (max/min): PHP 3,000.
Shareholders and liability: Liability is
unlimited.
Limited Partnership
Number of partners: Minimum 2 partners

Shareholders and liability: Liability is

limited to the amount contributed.
Public Company or Berhad (Bhd)
Number of partners: Minimum one
shareholder
Capital (max/min): No minimum capital
required.
Shareholders and liability: Liability is
limited to the amount contributed.
General Partnership

Capital (max/min): PHP 3,000.

Number of partners: Minimum 2 partners

with a maximum of 20.

Shareholders and liability: Liability is limited

to the amount contributed.

Capital (max/min): No minimum capital

required.
Shareholders and liability: Liability is
unlimited.
Limited Partnership

share transfer
Public
Company

Foreign
Company

Has more than 50

shareholders and can
offer shares and
debentures to the public
A branch of Foreign
company registered in
another country

Kingdom of Cambodia.
Article 13: Nationality
A general partnership that has
acquired legal personality shall be
deemed to be of Khmer nationality
only if:
(a) The general partnership has a
place of business and a registered
office located in the Kingdom of
Cambodia; and
(b) More than 51% of the record
ownership interest in such general
partnership is held by natural or legal
persons of Khmer nationality.

Number of partners: Minimum 2 partners

with a maximum of 20.

Article 118: Number of Directors

Capital (max/min): No minimum capital

required.

A private limited company shall have

one or more directors.

Shareholders and liability: At least one

person has an unlimited liability. Other
partners' liability is limited to the amount
they contributed.

A public limited company shall have

at least three (3) directors.

Sole Proprietorship
Number of partners: 1 person.
Capital (max/min): No minimum capital
required.
Shareholders and liability: Liability is
unlimited.

Shareholders shall elect directors by

ordinary resolution of shareholders
who have the rights to vote.

Unlimited Company
Number of partners: Minimum 2 partners
/ shareholders.
Capital (max/min): No minimum capital
required.
Shareholders and liability: Liability is
unlimited.

MALAYSIA

COUNTRY

MYANMAR
(Cong Hoa Xa Chu Ngia Viet nam/ Socialist Republic of Vietnam)

1. Form of Government
2. Acquisition of Land

3. Investment Vehicles

Parliamentary Democracy With A Federal Constitutional Monarchy.

Foreigners wishing to buy property in the country are free to do so (with a

minimum property price tag of US$145,383). Permission should also be
sought from the Economic Planning Unit. Buying costs are considered to be
fairly low, but this is offset by the high rental income tax which is a flat rate
of 26%, and after five years is subject to real property gains tax at a further
flat rate of 5%.

1. Limited Liability Partnerships

Parliamentary Republic
Foreigners are unable to buy land directly in Myanmar so they are limited to
developing it through a joint-venture partnership with a Burmese developer.
Foreigners are not permitted to own property in Myanmar. Foreigners can however
enter into leasehold arrangements. Pursuant to 2012 Foreign Investment Law the MIC
must consent to foreigners leasing land, the MIC has the right to require the lease to
be terminated in certain circumstances i.e. failure to pay rent or environmental
damage. Foreigners cannot enter into leases for land that are in excess of 50 years.
The MIC can agree to an extension of the term by two periods of ten years, i.e. to a
total of 70 years. Leases of immovable property require registration if they last over
one year or have yearly rent. Leases are not granted for, religious land; land restricted
for state security; land under litigation; and land restricted by the state.
Limited companies

2. Private Limited Company

Joint ventures

3. Public Limited Company

Wholly foreign-owned subsidiaries

Foreign Branch Office

4. Investment Incentives

TAX TREATMENT FOR LLP

LLP will be treated like a private limited company (Sdn Bhd) with similar preferential tax
treatment on the first RM500,000 of the chargeable income. LLP is also required to furnish
estimate tax payable and payment of tax instalment like a Sdn Bhd.

Pursuant to Article 27 of the FIL, foreign investors are granted a number of tax
emptions and relief. These include: a 5-year tax holiday that may be extended

tax exemption for re-invested profits

accelerated depreciation on capital assets

tax relief on income tax up to 50% on profits from exports

tax deductions for research and development

exemptions from customs duties on capital assets to be used in the business

imported during construction period

exemption from customs duties on raw materials imported during first 3 years of
production

a deduction for expat salaries at normal rates

relief on customs duties on imports for expansion of the business

exemption from commercial tax for exports

Foreign companies wishing to benefit from incentives under the FIL must apply for an
MIC permit.
Guarantee Against Nationalisation
5. Submit differences of
corporate set-up

LIMITED LIABILITY PARTNERSHIP (LLP)

An alternative business vehicle regulated under the Limited Liability Partnerships Act 2012
which combines the characteristics of a company and a conventional partnership.
The LLP business structure is designed for all lawful business purposes with a view to
make profit. The LLP concept also support start-ups, small and medium enterprises (SMEs)
to grow their businesses without having to worry too much of their personal liabilities,
personal assets and strict compliance requirements.
Any debts and obligations of the LLP will be borne by the assets of the LLP and not that of
its partners. A LLP has the legal status of a body corporate which is capable of suing and
being sued in its own name, holding assets and doing such other acts and things in its

BRANCH OFFICE
A branch office is considered an extension of its foreign parent company and is a nonresident entity for the purposes of taxation in Myanmar. It is authorised to engage in
revenue-generating activities in Myanmar that are related to the primary business of
its foreign parent company. The registration of a branch office is also necessary for
foreign investors that wish to establish a representative office in Myanmar, as there is
no separate concept of a representative office under existing Myanmar law, except for
foreign banks that are permitted by the DICA to establish a representative office. The
scope of business for these branch offices is thereby limited to non-revenue
generating activities such as marketing, liaison services and market research.

name as bodies corporate may lawfully do and suffer.

PRIVATE LIMITED COMPANY

LLP also offers flexibility in terms of its formation, maintenance and termination while
simultaneously has the necessary dynamics and appeal to be able to compete domestically
and internationally. With the introduction of LLP, entrepreneurs will have more options to
choose the most preferred form of business vehicle.
PRIVATE LIMITED COMPANY
a private limited company is a separate legal identity. It can acquire assets, go into debt,
enter into contracts, sue or be sued in its own name and has a perpetual succession until
the directors and shareholders decide to dissolve the company.
The liability of the members/owners is limited to the amount that they each have
contributed as capital to the company. There is a separation between the owners and its
personal assets. If the company fails to meet its liabilities, the creditors will not be able to
go after the owners personal assets.
PUBLIC LIMITED COMPANY

Has a juridical personality separate from its shareholders and is considered a

resident entity for purposes of taxation. This private limited company may be
incorporated as a wholly owned subsidiary of a foreign parent, or may be partly held
by a Myanmar partner. Moreover, this private limited company may engage in and
provide a myriad of activities and services, although care must be taken to ensure that
the scope of business thus applied for and undertaken are not among those that
require an MIC Permit.

is rather similar to private limited companies except that it may offer its shares to the public
and has more than 50 members. Although not necessarily so, public limited companies are
usually listed companies. A public limited company (Berhad) is also govern by the
Securities Commission of Malaysia.
COMPANY LIMITED BY GUARANTEE
A company limited by guarantee is one which the liability of the members are limited to the
amount which the members have undertaken or guaranteed to contribute. A company
limited by guarantee is usually the type of entity used by non-profit organisations such as
charitable bodies, foundations etc.
FOREIGN COMPANY
A foreign company is equivalent to a foreign branch in Malaysia. A branch office is
registered as an extension of the parent company and is not a separate legal entity. The
liabilities of a branch office extend to its parent company.
Foreign branch is not allowed to carry out trade related businesses be it retail or wholesale.
Wholesale or retail trade businesses with foreign interests are required to operate through
a locally incorporated private limited company.

Both branch offices and private limited companies are required to secure a Form of
Permit, previously known as a Permit to Trade, as a pre-condition for carrying out
business. This permit enumerates the scope of activities that the branch or company
is permitted to conduct in Myanmar and is considered to be the general business
licence of the branch or company. The minimum investment capital for both a branch
office and a private limited company is $50,000.
Applicants seeking the registration of a branch or private limited company may also
seek the issuance of a temporary registration certificate, which, once issued by the
Companies Registration Office, will permit the applicant to operate the business entity
while its corresponding application is pending evaluation and approval. The issuance
of a temporary registration certificate, however, does not guarantee the eventual
approval of the application for registration, and should the application be subsequently
rejected, the applicant will thereby be unable to continue business operations.