Doyle's practical guide to business law in Asia / Michael Doyle.
2016
KNC84.B87 D69 2016 (Map It)
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Title
Doyle's practical guide to business law in Asia / Michael Doyle.
Uniform Title
Doyle's practical guide to business law in emerging countries in Asia
Published
Durham, North Carolina : Carolina Academic Press, [2016]
Call Number
KNC84.B87 D69 2016
Edition
Second edition.
ISBN
9781611638677 (pbk.)
1611638674 (pbk.)
1611638674 (pbk.)
Description
xx, 350 pages : illustrations ; 23 cm
System Control No.
(OCoLC)944957864
Note
Includes index.
Other Editions
Revision of: Doyle, Michael (Business lawyer). Doyle's practical guide to business law in emerging countries in Asia. Durham, N.C. : Carolina Academic Press, ©2010 (DLC) 2009053510
Record Appears in
Portion of Title
Practical guide to business law in Asia
Table of Contents
China
3
ch. 1
Should Our Business Establish as a Limited Company, Representative Office, or Branch in China?
5
Limited Company
5
Branch and Representative Office
6
Representative Office
7
Branch
9
Capital Required
9
Official Fees
9
ch. 2
What Legal Issues Are Associated with the Start-Up of a Foreign-Held Company in China?
11
1.
Formation Agents
11
2.
Shareholders
12
3.
Filings
12
4.
Timing
13
5.
Company Name
13
6.
Feasibility Study Reports and Project Proposals
14
7.
Business License
15
8.
Company Address
15
9.
Registered Capital and Total Investment
16
10.
Articles of Association
17
11.
Legal Representative
18
12.
Directors
19
13.
Bank Accounts
19
14.
Chops and Chop Controls
19
15.
Public Access to Company Details
20
ch. 3
What Legal Issues Are Associated with Operating as a Foreign-Held Company in China?
21
1.
Regulated Activities
21
2.
WFOE and JV Activities
22
3.
Nominee Shareholders
22
4.
Common Offshore Structures
23
5.
Stock Options and Employee Incentives
24
ch. 4
What Is the Process to Obtain a Work Permit in China?
27
Qualifications of Foreign Employees
28
Restricted Professions
29
Application Process
29
1.
Employment License
29
2.
Visa Notification Letter
30
3.
Applying for and Obtaining the Employment Visa (Z visa)
31
4.
Temporary Residence Certificate
32
5.
Health Certificate
32
6.
Work Permit
32
7.
Residence Permit
33
8.
Applicable Fees
34
9.
Renewal of Work Permit and Residence Permit
35
ch. 5
What Investment Incentives are Available to Foreign Investors in China?
37
1.
General Tax Incentives
37
a.
Agricultural Activities
37
b.
Participation in Infrastructure Projects
38
c.
Environmental Protection
39
d.
Transfers of Technology
39
2.
Western Development Tax Incentives Investment
40
a.
Tax Incentives
40
b.
Access to Restricted Activities
40
3.
Special Economic Zones and the Shanghai Pudong Zone
41
ch. 6
What Are the Legal Issues Associated with Foreign Ownership of Land in China?
43
1.
Land Use Right
43
2.
Purchase for Self Use
44
3.
Purchase for Business or Other (Non-Self Use) Purpose
45
4.
Financing and Foreign Exchange Controls
46
5.
Primary and Secondary Markets
48
6.
Title Search
48
India
49
ch. 7
Should Our Business Establish as a Company, Branch Office, Liaison Office, or Project Office in India?
51
Private Limited Company
51
Branch Office, Liaison Office, and Project Office
52
1.
Branch Office
54
2.
Liaison Office
55
3.
Project Office
56
ch. 8
What Are the Legal Issues Associated with the Start-Up of a Company in India?
59
1.
Digital Signature Certificate
60
2.
Director Identification Number
60
3.
Company Name
61
4.
Memorandum and Articles of Association
61
5.
Registered Capital and Paid-Up Capital
62
6.
Registered Office
62
7.
Director Signing Authority
63
8.
Company Auditor
63
9.
Timing
63
10.
Official Fees
63
11.
Other Registrations
63
12.
Opening of Bank Account
64
13.
Public Access to Company Details
65
ch. 9
What Are the Legal Issues Associated with Operating as a Foreign-Held Company in India?
67
1.
Regulated Activities
67
2.
Approval Required
69
3.
Reporting Requirements
70
a.
Inward Remittance
70
b.
Issuance of Shares
71
ch. 10
What Is the Process to Obtain a Work Permit in India?
73
1.
Conditions for Grant of Employment Visa
73
2.
Documentation for Employment Visa
75
3.
Employment Visa Period
75
4.
Intra Company Transfers
76
5.
Dependents
76
6.
Registration of Foreign Nationals
77
ch. 11
What Incentives Are Available to Investors from the Government of India?
79
Special Economic Zones
79
1.
SEZ Tax Incentives
80
a.
Tax Exemptions on Income from Exports
80
b.
Customs Duty Exemptions
81
c.
Central Excise Duty Exemption
81
d.
Service Tax Exemption
81
e.
Central Sales Tax (CST) Exemption
81
2.
Additional Benefits
82
3.
SEZ Requirements
82
Export Oriented Unit
83
ch. 12
What Are the Legal Issues Associated with Foreign Ownership of Land in India?
85
1.
Ownership for Non-business Purposes
85
2.
Ownership for a Business Purpose
87
3.
Land Ownership by Indian Subsidiaries of Foreign Companies
89
4.
Leases
89
5.
Title Search
90
6.
Documentation
90
Indonesia
91
ch. 13
Should Our Business Establish as a Limited Company or Representative Office in Indonesia?
93
Limited Company
93
Representative Office
94
Capital Required
96
Registration and Official Fees
96
ch. 14
What Are the Legal Issues Associated with Establishing as a Foreign-Held Company in Indonesia?
97
1.
Timing
97
2.
Filings
98
3.
Company Name
98
4.
Authorized Capital
98
5.
Minimum Capital
99
6.
Articles of Association
99
7.
Bank Accounts
100
ch. 15
What Are the Legal Issues Associated with Establishing a Representative Office in Indonesia?
101
National Representative Office
101
1.
Bilateral Trade
102
2.
Construction
103
3.
Mining Activities
104
4.
Banking
104
Regional Representative Office
105
ch. 16
What Is the Process to Obtain a Work Permit in Indonesia?
107
1.
General Requirements
107
2.
Foreign Labor Utilization Plan
108
3.
Limited Stay Visa
109
4.
Limited Stay Permit Card (KITAS)
109
5.
Exit/Re-Entry Permit
109
6.
Work Permit Rules
110
7.
Work Permit Term
110
8.
Dependent Visa
111
ch. 17
What Incentives Are Available to Investors from the Indonesian Government?
113
1.
Tax Incentives
114
a.
Income Tax Reduction
114
b.
Extended Carry Forward Loss
114
c.
Accelerated Depreciation
115
2.
Reduction of Import Duties
115
3.
Export Manufacturing
116
4.
Bonded Zones
117
5.
Land Rights
117
ch. 18
What Are the Legal Issues Associated with Foreign Ownership of Land in Indonesia?
119
1.
Using a Nominee
119
a.
Loan Agreement
120
b.
Statement Letter
120
c.
Right of Use Agreement
120
d.
Power of Attorney
120
2.
Using the Foreign Limited Company
120
a.
Leasehold (Hak Guna Usaha/HGU)
121
b.
Building Rights (Hak Guna Bangunan/HGB)
121
c.
Right of Use (Hak Pakai/HP)
122
Malaysia
125
ch. 19
Should Our Business Establish as a Limited Company, a Representative Office, a Branch Office, or a Regional Office in Malaysia?
127
Limited Company
127
Branch, Representative Office, and Regional Office
128
Branch
129
Representative Office and Regional Office
129
Capital Required
130
Branch Registration and Official Fees
131
Representative Office and Regional Office Registration
132
ch. 20
What Are the Legal Issues Associated with the Start-up of a Company in Malaysia?
135
1.
Promoters and Subscribers
135
2.
Reservation of Company's Name
136
3.
Memorandum of Association
136
4.
Articles of Association
137
5.
Directors
137
6.
Address
138
7.
Share Capital
138
8.
Official Fees
138
9.
Timing
139
10.
Filings
139
11.
Public Access to Company Details
139
12.
Purchase of Shelf Companies
139
ch. 21
What Are the Legal Issues Associated with Operating as a Foreign-Held Company in Malaysia?
141
1.
Definition of Foreign
141
2.
Bumiputera Requirements
142
3.
Nominee Shareholders
142
4.
Registration
143
ch. 22
What Is the Process to Obtain a Work Permit in Malaysia?
145
1.
Employment and Visit Pass
145
2.
Reference Visa
146
3.
Dependents
146
4.
Required Documentation for the Employment Pass and Visit Pass
147
5.
Application Process
148
a.
Initial Approval
148
i.
Manufacturing Sector Employment
149
ii.
IT Sector Employment
149
iii.
Financial Sector Employment
149
iv.
Securities Sector Employment
150
v.
Biotechnology Sector Employment
150
vi.
Other Work Areas
150
b.
Approval from the Immigration Department
150
6.
Official Fees
151
ch. 23
What Investment Incentives Are Available to Investors by MIDA and Other Government Agencies in Malaysia?
153
Malaysian Industrial Development Authority (MIDA)
153
1.
Pioneer Status
154
2.
Investment Tax Allowance
155
3.
Bio Nexus Status
156
Free Zones
158
1.
Free Commercial Zones
158
2.
Free Industrial Zone
159
ch. 24
What Are the Legal Issues Associated with Foreign Ownership of Land in Malaysia?
161
1.
Residential Property
161
a.
Financing
161
b.
Ownership Ratio
162
2.
Purchases Requiring EPU Approval
162
a.
Non-residential Property
162
b.
Exemptions
164
3.
Restrictions on Foreign Interests
165
4.
Title Search
165
5.
Leases
166
Philippines
167
ch. 25
Should We Establish Our Business as a Corporation, Branch, Representative Office, or Regional Headquarters in the Philippines?
169
Corporation
169
Branch Office, Representative Office, Regional Headquarters, and Regional Operating Headquarters
170
Branch Office
170
Representative Office
171
Regional Headquarters and Regional Operating Headquarters
171
Capital Required
173
Registration and Official Fees
173
ch. 26
What Are the Legal Issues Associated with the Start-Up of a Company in the Philippines?
177
1.
Incorporators
177
2.
Timing
178
3.
Filings
178
4.
Company Name
178
5.
Signatures
179
6.
Principal Office
180
7.
Articles of Incorporation
180
8.
Capital Stock
180
9.
Minimum Capital
181
10.
Directors
182
11.
Filing Fees
182
12.
Bank Accounts
182
13.
Public Access to Company Details
182
14.
Documentary Stamp Tax
182
ch. 27
What Are the Legal Issues Associated with Operating as a Foreign Company in the Philippines?
185
1.
License to Do Business Requirement
185
2.
Regulated Activities
186
3.
Capitalization Requirements
186
4.
Nominee Shareholders
187
ch. 28
What Is the Process to Obtain a Work Permit in the Philippines?
189
Entry into the Philippines
189
Visa Conversion
189
Special Working Permit
190
Working Visas
190
1.
Pre-arranged Employment Visa
191
2.
Treaty Trader Visa
192
3.
PEZA and BOI Visas
194
4.
Multiple Entry Special Non-immigrant Visa
195
Alien Employment Permit
195
ch. 29
What Investment Incentives Are Available to Foreign Investors by the Philippine Government?
199
Board of Investments
199
1.
Tax Exemptions
199
a.
Pioneer Status
200
b.
Investment in Less Developed Areas
201
2.
Additional Tax Deductions
202
3.
Additional Incentives
202
Enterprises Registered with Special Economic Zone Authorities
203
ch. 30
What Are the Legal Issues Associated with Foreign Ownership of Land in the Philippines?
205
1.
Condominium Ownership
205
a.
Title to the common areas, including the land, is held by a condominium corporation, not by the condominium owners directly
205
b.
Foreign interest in the condominium corporation does not exceed 40%.
206
2.
Land Ownership by Foreign Companies
206
3.
Title Search
207
4.
Lease of Private Lands
207
a.
Lease for Commercial Purpose
207
b.
Lease for Residential Purpose
208
Thailand
209
ch. 31
Should Our Thailand Business Establish as a Company Limited, Branch, Representative Office or Regional Office?
211
Company Limited
211
Branch, Representative Office, and Regional Office
213
1.
Branch
213
2.
Representative Office and Regional Office
214
Capital Required
215
Registration and Official Fees
217
ch. 32
What Are the Legal Issues Associated with the Start-up of a Company in Thailand?
219
1.
Promoters
219
2.
Timing
220
3.
Filings
220
4.
Company Name
220
5.
Signatures
221
6.
Address
222
7.
Registered Capital
222
8.
Minimum Capital
223
9.
Articles of Association
224
10.
Directors
224
11.
Auditor Information
225
12.
Official Fees
225
13.
Bank Accounts
225
14.
Public Access to Company Details
226
ch. 33
What Are the Legal Issues Associated with Operating as a Foreign-Held Company in Thailand?
227
1.
Definition of Foreign
227
2.
Regulated Activities
228
3.
Foreign Business License Application
229
a.
Acceptance by the MOC Official
229
b.
Review by the Board
230
4.
Nominee Shareholders
231
ch. 34
What Is the Process to Obtain a Work Permit in Thailand?
233
1.
Non-Immigrant Visa
234
2.
Required Documentation for Work Permit and Non-Immigrant One-Year Visa Extension
235
3.
Deadlines
235
4.
One-Year Visa Extension
236
5.
Leaving Thailand
236
6.
Subsequent Years
237
7.
Dependents
237
8.
Employer Requirements
238
a.
Company Limited and Branch
238
b.
Representative Office
240
c.
Regional Office
240
9.
Thai Staff Requirements
241
10.
Restricted Professions
242
11.
Applicable Fees
242
ch. 35
What Incentives Are Available to Investors from the Board of Investment and the Industrial Estate Authority of Thailand?
243
Board of Investment (BOI)
243
1.
BOI Benefits
244
a.
Tax Incentives
245
b.
Reduction or Exemption of Customs Duties
246
c.
Foreign Ownership of Land
246
d.
Issuance of Work Permits and Visas
247
e.
Operating as a Foreign Company
247
2.
Promoted Activities
247
3.
Application Process
247
4.
Terms and Conditions
249
Industrial Estate Authority of Thailand (IEAT)
249
Export Processing Zone (EPZ's)
250
ch. 36
What Are the Legal Issues Associated with Foreign Ownership of Land in Thailand?
253
1.
Condominium Ownership
253
a.
Financing
253
b.
Ratio of Foreign Ownership
254
2.
Land Ownership by Foreign Companies
254
3.
Industrial Estate Authority of Thailand-IEAT
255
4.
Board of Investment-BOI
256
5.
Title Search
257
6.
Long Term Leases
257
Vietnam
259
ch. 37
Should Our Business Establish as a Shareholding Company, Limited Liability Company, Branch, or Representative Office in Vietnam?
261
Shareholding Company and Limited Liability Company
261
Shareholding Company
262
Limited Liability Company
262
a.
Multi Member LLC
263
b.
Single Member LLC
263
Representative Office and Branch
264
Representative Office
264
Branch
265
Registration
266
ch. 38
What Are the Legal Issues Associated with the Start-Up of a Company in Vietnam?
269
General Start-up Requirements
269
1.
Company Name
269
2.
Legal Representative
270
3.
Company Seal
271
4.
Charter
271
Foreign Company Start-Up Requirements
272
1.
Investment Project and Investment Registration Certificate
272
2.
Legal Capital
273
3.
Investment Capital
273
4.
Land/Office Lease Agreement
274
5.
Enterprise Registration Certificate
274
6.
Tax Registration
275
7.
Bank Accounts
275
ch. 39
What Are the Legal Issues Associated with Operating as a Foreign Invested Company in Vietnam?
277
1.
Definition of Foreign Invested Economic Organization
277
2.
Regulated Activities
277
3.
Business License Application
278
4.
Nominee Shareholders
279
ch. 40
What Is the Process to Obtain a Work Permit in Vietnam?
281
Visa Requirement
281
1.
Single Entry/Re-Entry Permit
281
2.
Dependents
282
Work Permit Requirement
282
1.
Recruitment By Way of an Employment Contract
283
2.
Internal Transfer
285
3.
Contract of Employment Service
286
4.
Exceptions to the Work Permit Requirement
287
5.
Work Permit Reissuance
290
6.
Official Fees
290
ch. 41
What Incentives Are Available to Foreign Investors in Vietnam?
291
Investment Incentives Available
291
1.
Tax Incentives
292
2.
Exemption from Import Duties
294
3.
Land Rental Exemption
294
Application Process
295
ch. 42
What Are the Legal Issues Associated with Foreign Ownership of Land in Vietnam?
297
1.
Land Use Rights
297
2.
Land Use Period
298
3.
Application for Lease/Allocation
299
4.
Assigning Leasehold
300
5.
Title Search
300
Cambodia
301
ch. 43
Should Our Cambodia Business Establish as a Private Limited Company, Branch, or Representative Office?
303
Private Limited Company
303
Branch and Representative Office
305
1.
Branch
306
2.
Representative Office
306
Capital Requirement
307
Registration and Official Fees
307
ch. 44
What Are the Legal Issues Associated with the Start-Up of a Branch or Representative Office in Cambodia?
309
1.
Company Name
309
2.
Articles of Incorporation
310
3.
Company Address
311
4.
Minimum Capital and Registered Capital
312
5.
Directors
313
6.
Auditor and Company Secretary
313
7.
Bank Accounts
313
8.
Taxes in Arrears
314
9.
Timing
314
10.
Public Access to Company Details
315
ch. 45
What Are the Legal Issues Associated with Operating as a Foreign-Held Company in Cambodia?
317
ch. 46
What Is the Process to Obtain a Work Permit in Cambodia?
319
1.
Employer Requirements
319
2.
Employee Requirements
320
3.
Application Process
320
Applicable Fees
322
ch. 47
What Incentives Are Available to Investors from the Council for the Development of Cambodia and Provincial Municipal Investment Subcommittees?
325
Incentives Available
325
a.
Profit Tax Exemptions
325
b.
Special Depreciation Allowances
326
c.
Import Duty Exemptions
327
d.
Export Duty Exemptions
327
e.
Other Taxes
328
f.
Investment Guarantees
328
Negative List
328
QIP Registration Procedure
332
ch. 48
What Are the Legal Issues Associated with Foreign Ownership of Land in Cambodia?
335
1.
Land Ownership by Companies
335
2.
Leases
335
3.
Condominiums
336
4.
Land Titles in Cambodia
337
5.
Land Taxes
338
About the Author
339
Acknowledgments
341
Index
343