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Commercial Law

The global market has increasingly dictated that commercial transactions be formalized into written agreements.  Unfortunately, the ways of yesteryear, particularly in Asia where commercial transactions were oral and handshake-driven, have changed where promises and deliverables of each party are formalized into what can be rather extensive commercial agreements.
We have a team of professionals that can assist you as you transact business in ASEAN or
for businesses in ASEAN that wish to transact cross borders.

Distribution Agreement

A distribution agreement, also known as a distributor agreement, is a contract between a supplying company with products to sell and another company that markets and sells the products. The distributor agrees to buy products from the supplier company and sell them to clients within certain in certain geographical areas.  An agreement of this sort can be exclusive or non-exclusive in nature and knowing how to structure a distribution agreement is important to ensure your interests are properly protected when appointing a local distributor.

Non-disclosure Agreements

Often referred to as NDAs—are one of the most common types of business contracts. NDAs are used in many situations such as exploring the possibility of mergers and acquisitions of, new supplier agreements, joint ventures, and a whole array of other business relationships including employment relationships.

Marketing or Promotional Agreements

A marketing or promotional agreement is imperative for any business looking to employ a marketing agency or company to promote its products and services. Such an agreement is an imperative document that clearly outlines the services provided by the marketing professional, the payment for such services, including barter which is very common in ASEAN, and other relevant stipulations such as licensing to use certain intellectual property such as a businesse trademark. Without such an agreement in place, businesses may risk loss of control over its image and intellectual property

License, Franchise Agreements

A license agreement is an agreement whereby a licensor gives another person or company, referred to as the licensee is granted the right to use something, most commonly the right to use a specific product, brand or trademark or other intellectual property such as software.

A franchise agreement is a license agreement; however, it differs in that there is more control and requirements that a licensee must adhere to as it carries on its business.

Lease Agreements

A lease agreement is an agreement that typically governs real property such as land, apartment, or warehouse. Within the lease agreement, the obligations and responsibilities of each party are stated. More specifically, a lease agreement will indicate what the lessee can and can’t do with the real property being leased, the term (length of lease), the condition of the real property at time of hand-over and the condition upon its return along with rent requirements.

Sale and Purchase Agreements

A sale and purchase agreement sets out the conditions governing the sale of something, such as an apartment, land, other tangible property or even a business. This type of agreements is most associated with the sale and purchase of real estate.

Statutory notice periods

Where period of employment is not specified in the employment contract, if the employer wishes to terminate the employment contract, a written advance notice must be given to the employees on or before the due date of wage payment and such termination shall take effect on the following due date of the wage payment.

If the employer wishes to immediately terminate the employment contract, the employer shall render a payment in lieu of advance notice to the employees in the amount to be paid up until following due date of the wage payment

Loans, Pledges, other Financing and Security Agreements

These arrangements are mostly associated with financing arrangements between a borrower and a a lender/financial institution and on a larger scale with project financing. Project financing generally is long-term financing of infrastructure or industrial projects whereby lenders rely on a revenue stream of the project to repay the debt. From a security standpoint to secure the lender from non-payment by the borrower, collateral or security is typically given in the form of a pledge of shares or a mortgage on certain assets of the borrower. These types of financing transactions are usually complex, and having a proper understanding whether you are a borrower or lender is important as the laws in ASEAN differ on how financing transactions can be conducted.

Shareholders’, Investment and Joint-Venture Agreements

A shareholders' agreement is an arrangement among a company's shareholders that describes how the company should be operated and outlines shareholders' rights and obligations. The shareholders' agreement is intended to make sure that shareholders are treated fairly and that their rights are protected. It also allows shareholders to make decisions about what outside parties may become future shareholders and provides safeguards for minority positions.

Other forms of shareholders’ agreements are investment or joint venture agreements. Within these types of agreements, while usually addressing future shareholding rights, will address more detail on the development of business or partnership, along with the amount of investment.

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