Nationality and Residence Requirements for Directors across ASEAN – Part Two

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By: Dezan Shira & Associates
Editor: Steven Elsinga

In the previous article we began our discussion on nationality and residence requirements for member of the Board of Directors. We now continue with the remaining five ASEAN nations, where we shall come across both the most restricted and the most liberal regime. Vietnam will be examined separately at our sister website Vietnam Briefing.

Cambodia

As we have seen in our series on foreign equity holding restrictions across ASEAN, Cambodia often comes out as the most liberal on and welcoming of foreign investment. In the area of nationality and residency requirements for directors, this is no different.

Companies must have at least one shareholder and one director. With the enactment of the new Civil Code, companies are now also required to appoint a supervisor, although this has not yet been implemented in practice. Directors or other employees of the company may not be the supervisor. The company can hire a professional services firm to act as supervisor.

There are no restrictions on the nationality of directors, nor are directors required to be resident in Cambodia. A new regulation appears to require company directors to physically come to the tax office to take photos and fingerprints for tax registration, although in practice, for now only the chairman is required to be physically present.

Laos

Laos only require companies to have at least two shareholders and one director. One-shareholder companies exist as well, but are seen as a different type of entity, with different regulatory requirements. No nationality or residency requirements apply.

Directors must be natural persons; legal entities do not qualify.

Professional Service_CB icons_2015 RELATED: Corporate Establishment Services from Dezan Shira & Associates
Thailand

Generally, Thailand does not impose nationality or residency requirements on foreign companies. However, if a foreign company is doing business in a sector that is included in List Two of the restricted industries, at least two-fifth of the board members need to be Thai nationals.

Special laws also impose nationality requirements, such as the Insurance Act or the Air Navigation Act.

For public companies, the board of directors must consist of at least five members, half of which must be ordinarily resident in Thailand. They may however be foreigners.

Only natural persons may be directors.

Myanmar

Myanmar companies must have at least two shareholders and two directors. There are however no nationality or residency requirements. Directors must however hold at least one share in the company.

A new draft of the new Companies Law has been released in early 2015, reducing the minimum number of shareholders and directors to one. The current law dates back to the early 1900s. However, the new draft requires at least one of the directors to be ordinarily resident in Myanmar.

The Philippines
Related-Reading-Icon-Asean Link RELATED: Nationality and Residency Requirements for Directors across ASEAN – Part One

As in Myanmar, directors of a company in the Philippines must hold at least one share of the company. Filipino companies must have at least five directors, but no more than fifteen. Half or more of the directors need to be resident in the Philippines.

The company secretary must be a resident Filipino citizen. In practice, the company registry requires the treasurer to be resident in the Philippines as well. For companies operating in certain industries, such as banking or domestic aviation, at least two third of the board members must be Filipino citizens.

Also, the proportion of foreign directors on the board may not exceed the proportion of foreign shareholding.

All directors must be natural persons.


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Asia Briefing Ltd. is a subsidiary of Dezan Shira & Associates. Dezan Shira is a specialist foreign direct investment practice, providing corporate establishment, business advisory, tax advisory and compliance, accounting, payroll, due diligence and financial review services to multinationals investing in China, Hong Kong, India, Vietnam, Singapore and the rest of ASEAN. For further information, please email asean@dezshira.com or visit www.dezshira.com.

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