Independent risk assessment and ownership structuring for conditional foreign-ownership rules in Vietnam, Thailand and Indonesia, including the compliant alternative where a nominee arrangement is not available.
Part of Viettonkin's Global Company Registration services
Foreign direct investment inflows to ASEAN rose 8 percent to USD 226 billion in 2024, even as global FDI flows fell 11 percent, according to the ASEAN Investment Report 2025. A part of that capital lands in business lines where foreign ownership is capped, or where the registration authority expects a resident representative. At that point an investor is often told that a local shareholder can simply hold part of the company on their behalf. Whether that is a workable private contract, a criminal offence or an agreement with no legal effect at all depends entirely on which market the investment is entering.
In Vietnam a nominee arrangement is a private contractual mechanism assembled from general civil and enterprise law. No Vietnamese law authorises it as a corporate structure, so whatever protection the investor has comes from the quality of the documents and the conduct of the parties rather than from statute. In Thailand, holding shares as a nominee to help a foreign investor avoid the Foreign Business Act is a criminal offence, and the exposure falls on the Thai shareholder and the foreign investor alike. In Indonesia, an agreement stating that shares are held for or on behalf of another party is prohibited by the Investment Law and is void by operation of law, which means it is treated as never having existed rather than as something a court might later set aside.
This service line exists to give an accurate answer for a specific business line and market before capital is committed. Viettonkin does not source, introduce or arrange nominee shareholders in Thailand or Indonesia under any circumstances. In Vietnam, where the structure is used inside a permitted ownership cap rather than to get around a prohibition, the contractual suite is prepared with a qualified Vietnamese law firm, and the beneficial owner is declared as the amended Law on Enterprises now requires. In the other two markets the engagement produces a compliant structure instead: an investment promotion or licence application, a genuine joint venture, or a foreign-owned company registered at the ownership level the sector actually permits.
Most guidance on nominee arrangements is written market by market, so an investor comparing locations rarely sees the three positions side by side. That gap is where avoidable risk starts.
The driver is almost always the same. A business line sits on a list that caps foreign participation, or the registration authority requires a legal representative resident in the country, and the investor has no local partner who genuinely belongs in the shareholding. A local individual is then offered as a registered holder, with a private agreement setting out who really owns the economic interest.
What changes across the three markets is not the commercial motive but the legal consequence. Vietnam treats the agreement as a matter for the parties, enforceable only so far as general contract law and the courts allow. Thailand treats the same arrangement as conduct the Foreign Business Act criminalises, and the Department of Business Development now asks registration applicants to evidence that Thai shareholders funded their own shares. Indonesia removes the question from the parties entirely: the Investment Law prohibits the agreement and declares it null and void, and the beneficial ownership regime is designed to surface whoever is actually in control.
An investor who applies one market's practice to another does not discover the difference at setup. It surfaces later, when a bank asks who the beneficial owner is, when a registration amendment triggers a document request, or when the local holder's position changes and the investor tries to rely on the paperwork.
The table sets out the position we work from in each market. It is the first thing we confirm against the current law for a specific business line, because the schedules and the evidentiary requirements are revised regularly.
Scroll the table horizontally on smaller screens.
| Dimension | Vietnam | Thailand | Indonesia |
|---|---|---|---|
| Legal status | Unregulated private contract. Not a recognised corporate structure, and not authorised by any specific law. | Criminal offence where shares are held as a nominee to help a foreigner avoid the Foreign Business Act. | Prohibited by the Investment Law and void by operation of law, as though the agreement never existed. |
| Statutory basis | General civil and enterprise law on authorisation, share registers and transfers. | Foreign Business Act B.E. 2542 (1999), Section 36. | Law No. 25 of 2007 on Investment, Article 33, read with the Company Law requirement that shares be held in the owner's name. |
| Exposure if used | The arrangement may be held unenforceable, leaving the investor without the control the documents describe. | A fine of THB 100,000 to THB 1,000,000, imprisonment of up to three years, or both, for the Thai shareholder and the foreign investor. | The agreement is null and void from inception, leaving the investor with no registered ownership and no enforceable claim to the shares. |
| Typical driver | A foreign-ownership cap on a conditional business line, or a resident legal representative requirement at setup. | None that changes the analysis. The arrangement itself is the exposure. | None that changes the analysis. The arrangement itself is the exposure. |
| Viettonkin's role | Independent assessment, then a contractual suite prepared with a qualified Vietnamese law firm and ongoing governance review. | Eligibility screening for investment promotion, a foreign business licence or a genuine joint venture. We do not arrange nominee shareholders. | Business classification and ownership screening for a foreign-owned company or a genuine joint venture. We do not arrange nominee shareholders. |
Each market page sets out the legal basis, what the authorities now ask for, the routes that are actually available and what our engagement covers there.
Nominee shareholder and nominee director arrangements for conditional business lines and resident representative requirements in Vietnam, documented with qualified Vietnamese counsel.
Read the vietnam position
Why nominee shareholding is a criminal offence in Thailand, what the registrar now asks for, and the compliant ownership routes Viettonkin structures instead.
Read the thailand position
Why nominee shareholding is void under Indonesian law, what beneficial ownership reporting requires, and the compliant foreign-owned company and joint venture routes Viettonkin structures instead.
Read the indonesia positionThe engagement is a structuring decision before it is a drafting exercise. Documentation, or the design of a compliant alternative, follows only once the ownership question has an answer we can evidence.
We confirm the activity against the current foreign-ownership schedule or list in the relevant market, using the classification the authority will apply rather than the investor's description of the business. The output is a plain statement of whether the activity is open, capped or closed to foreign capital, and what conditions attach to it.
We compare every route that is genuinely available for the case: a nominee arrangement where it is lawful and appropriate, a joint venture with a real partner, a holding company above the operating entity, an investment promotion or licence application, or direct registration at the permitted ownership level. Each is assessed on control, disclosure, cost and what happens if the relationship breaks down.
In Vietnam, the contractual suite is drafted with a qualified Vietnamese law firm and reviewed against the licensing category in question. In Thailand and Indonesia the same step produces the alternative structure instead, with the application dossier and the partner or shareholder arrangements that route requires.
We take the chosen structure through the business registration authority, the investment promotion or licensing body where one is involved, and the bank. Beneficial owner information is prepared once and used consistently across the registration record and the account opening file, because the two are now checked against each other.
Ownership structures are not static. We review the arrangement and its disclosures as the business changes, and we track the amendments to ownership schedules and evidentiary rules that would affect the structure on its next filing.
The most common reason an investor considers a nominee arrangement is the belief that it keeps their name out of the record. In all three markets that is now a weaker assumption than it was two years ago.
Vietnam amended its Law on Enterprises in 2025, introducing the concept of a beneficial owner, and Decree 168/2025/ND-CP sets the test: an individual who directly or indirectly holds at least a quarter of the charter capital or voting shares, or who otherwise controls the enterprise. Since 1 July 2025 a new company declares that information in its enterprise registration dossier, a company registered before that date provides it with its next change filing, and later changes are reported to the authority. Enterprise registration is handled under Decree 168/2025/ND-CP, which replaced the previous registration decree.
Indonesia has required beneficial ownership reporting since a 2018 Presidential Regulation, filed through the legal administration platform since 2019, and the Minister of Law tightened verification and the filing duties in 2025. Control through the power to appoint or dismiss directors and commissioners, or through contract, is caught alongside ownership percentages, and the declaration is an annual obligation rather than a one-off filing at incorporation.
Thailand approaches the same question through evidence at the registration counter. Where a foreign national holds a minority of the registered capital, or holds no shares but signs as an authorised director, the registrar asks for an investment explanation letter and bank statements showing that each Thai shareholder paid for their own shares from their own funds. The practical effect in all three markets is the same: the structure has to survive a look at who funded it and who controls it, not only at who appears on the register.
We are not paid more for recommending one structure over another, and in two of the three markets we cover the correct answer is not a nominee arrangement at all. That is the point of running the assessment first.
An investor weighing where to locate a regional operation gets the Vietnamese, Thai and Indonesian positions on their actual business line in a single piece of work, rather than three country notes written in isolation that cannot be compared.
Where a nominee arrangement is the wrong tool, we say so and structure the alternative. Where it is available but the investor's risk tolerance or sector makes it unwise, we say that too, with the reasons set out in writing.
Vietnamese nominee documentation is drafted with a qualified Vietnamese law firm. Thai and Indonesian structuring is coordinated with local counsel who work with the current registration and licensing practice in those markets.
The law on nominee arrangements has been stable for years in two of these markets. What has changed is the evidence authorities ask for and the disclosure they require. We track those changes, because they are what a structure set up two years ago will meet at its next filing.
The ownership decision made here flows into incorporation, corporate secretarial and banking, so the structure that was assessed is the structure that gets registered, recorded and disclosed consistently.
The scope below applies across the three markets, with the market pages setting out the local detail. The final line is a standing position rather than a commercial choice.
Business line and ownership screening, structure comparison, the assessment in writing, coordination with local counsel, beneficial owner preparation for the registration record and the bank, and review of the structure as the business or the rules change.
A contractual suite prepared with a qualified Vietnamese law firm, coordination of the resident legal representative position where that is the gap, and annual review of the documents and the disclosures that support them.
Design and delivery of the compliant alternative: investment promotion or licence applications, genuine joint venture structuring with partner due diligence, or registration at the ownership level the sector permits, together with review of an existing structure against the current evidentiary and disclosure rules.
We do not source, introduce or arrange nominee shareholders in Thailand or Indonesia, and we do not act as a nominee to disguise ownership in a business line that is closed to foreign capital anywhere. Court representation in a dispute over an existing arrangement is referred to a qualified law firm.
Since 2009, Viettonkin has supported 2,000+ businesses, including Fortune 500 and VNR500 companies. The engagements below took place in Vietnam, where ownership structuring formed part of a wider company setup.
A Hong Kong company set up a logistics branch in Vietnam and faced the challenge of a joint venture with a business partner in Vietnam. Viettonkin provided a nominee shareholder service and carried out the registration procedures for the investment registration certificate and the business registration certificate, together with bank account opening.
Read the case study
A Malaysian marketing company established its business in Vietnam using a nominee structure. Viettonkin handled the procedures for its business registration certificate and bank account registration, taking into account the requirements of its registered industry.
Read the case study
Two investors from China set up a joint venture company and factory in Vietnam. Under a retainership, Viettonkin advised on the legal process, compliance issues in construction and manufacturing and charter capital procedures, and supported adjustments to the Investment Registration Certificate and Business Registration Certificate.
Read the case studyPractical answers on ownership structures, disclosure and compliant alternatives.
The answer differs in each market. In Vietnam it is a private contract that no law authorises as a corporate structure, and it is used inside permitted ownership caps rather than to get around a prohibition. In Thailand, holding shares as a nominee to help a foreigner avoid the Foreign Business Act is a criminal offence for both parties. In Indonesia an agreement stating that shares are held for another party is prohibited by the Investment Law and void by operation of law.
Not any more. Vietnam now requires beneficial owner information in the enterprise registration dossier, Indonesia runs a central beneficial ownership register with annual declarations, and Thailand asks for evidence that Thai shareholders funded their own shares. Banks also require full beneficial owner disclosure before an account is opened, in every one of the three markets.
In Thailand and Indonesia, no, under any circumstances, because the arrangement is a criminal offence in one market and void in the other. In Vietnam we structure and document the arrangement where it is lawful and appropriate for the business line, working with a qualified Vietnamese law firm, and we decline the work where the purpose is to get around a restriction rather than to operate inside a cap.
Then the nominee question is the wrong question, and we move to the routes that are actually available: investment promotion or a licence where the market offers one, a genuine joint venture with a partner who contributes real capital and control, a different business classification if the activity has been misclassified, or a decision not to proceed in that activity. Which of these applies is what the assessment establishes.
Yes, and that is worth doing before the next filing rather than after it. We review the existing documents, the funding trail and the disclosures against the rules as they stand now, identify where the structure would fail a current registration or banking check, and set out the options for regularising it.
Legal positions checked on 15 September 2026; market statistics checked on 11 September 2026. Treatment depends on the business line, the investor and the date of filing.
Tell us the market, the business line and the ownership split you have in mind. We will confirm what the law allows, what it requires you to disclose, and which structure is actually available to you.
