The asset you do not own: who really holds your Southeast Asian product registrations
Ask a New Zealand brand owner who holds their Thai product registration and the answer is usually “we do”, followed by a pause. In most cases neither part is right. The licence is held by a company registered in Thailand, and if that company is the distributor, then the distributor holds it — along with the practical right to decide whether your product stays on the market.
Exporters treat this as administration. Acquirers treat it as ownership. That gap is where a great deal of value quietly disappears between a strong Southeast Asian revenue line and the price someone will pay for it.
The rule is structural, not incidental. Across the region, product approvals are issued to a local legal entity rather than to the brand owner. In Thailand, a licence is granted only to a Thai-registered company; a foreign manufacturer cannot apply in its own name. In Indonesia, the applicant for a cosmetic notification must be an entity established under Indonesian law, and only one company may hold a product's notification at a time. In Vietnam, registration sits with a Vietnam-registered company whose business scope covers importing and distributing the product. In the Philippines, the importer must hold both a Licence to Operate and the Certificate of Product Registration in its own name. Four markets, one pattern: someone local is on the paperwork, and it is not you.
In most of Southeast Asia your market access is not a contract term. It is a licence in somebody else's name.
What that means when the relationship stops working. The commercial consequence only becomes visible when you want to change partner. A distributor who under-performs, refuses to invest, or quietly prefers a competing line in the same category cannot simply be replaced, because the approval does not travel with the brand. In most of these markets a change of holder means re-registration in the new entity's name — a fresh dossier, a fresh queue, months of elapsed time and a gap on shelf that competitors are delighted to fill. In Indonesia the single-holder rule can effectively lock a brand into a partner for the life of the notification. The distribution agreement may give you the right to terminate. It does not give you the right to keep selling.
How an acquirer prices it. A buyer running diligence on a business with Southeast Asian revenue asks a question the seller often has not: not “how much do you sell there”, but “what would happen to that revenue if your partner walked”. Where the registrations sit with the distributor, the answer is that the revenue is contingent on a counterparty the buyer has no relationship with and cannot control. That does not usually kill a deal. It moves the money. The regional line gets a lower multiple than the domestic one, or it is carved into a holdback or an earn-out conditioned on transferring the registrations post-completion — which is to say, the seller is paid for it only if the distributor cooperates after the seller has lost all leverage over them. Two brands with identical Thai revenue can be worth materially different amounts depending on whose name is on the licence.
The fixes, in order of preference. The cleanest structure is to hold the registrations yourself, through your own local entity or a neutral regulatory agent engaged as licence holder, and then appoint distributors underneath it. Market access stays with the brand; distribution becomes a commercial arrangement you can change. Where that is impractical — and for a smaller exporter it sometimes is — the agreement has to do the work instead: an express acknowledgement that the registration is held on your behalf, an obligation to transfer or surrender it on termination, a defined cooperation timetable with named deliverables, and a consequence if the obligation is ignored. The weakest position, and the most common one, is a distribution agreement that is silent on registrations altogether. Silence is not neutral. It resolves in favour of the party holding the licence.
Do it while you still have something they want. These terms are cheap to agree at renewal, at the launch of a new line, or when a partner is asking for price support or extended terms. They are expensive to agree once a partner senses a sale is coming, at which point the registration stops being paperwork and starts being a bargaining chip. The moment you signal an exit is the moment the cost of fixing this goes up. Eighteen months out, it is a housekeeping exercise; in diligence, it is a discount.
Start with the register. Most exporters cannot produce, on request, a single page listing every product they sell in the region, the market, the approval number, the legal entity that holds it, the expiry date and the clause in the relevant agreement that governs transfer. Building that page is a week's work and it tends to be uncomfortable reading. It is also the first document a competent acquirer will ask for, and the one most likely to determine whether your regional revenue is treated as an asset or as an exposure.
Why this is a Cairns & Company view. We work across natural health, botanical ingredients and skincare between New Zealand, Australia, Thailand and the United States, and Southeast Asia is where we see the widest gap between what a founder believes they own and what a buyer will pay for. The revenue is real. The question is whether the right to keep earning it belongs to you.
If you sell into Southeast Asia and are not certain whose name is on the approvals, that is worth establishing now rather than in diligence. You can also have these notes sent to you by email.