Vero Group · Structuring Brief for Counsel

Recommended Holding Structure

Prepared to brief Bangkok corporate / BOI counsel + a Thai tax advisor · July 2026 · Working draft — not legal or tax advice
Objective. Integrate FitCorp Asia (the registered company that trades as the Aspire brand) and Vero (new clinic) under one clean holding structure that (a) keeps the Thai-restricted activities legally Thai under the Foreign Business Act, (b) lets the founder and foreign convertible investors hold on one clean cap table, (c) is BOI- and exit-ready, and (d) does not inherit legacy debt.

Structure at a glance

Foreign holding layer — reuse existing Xponential Ltd (HK)
Xponential Ltd · HK
existing clean company · foreign holding & group parent · IP & brand
convertibles flip in here
holds 49%
Now — lean stage
Thai HoldCo (new)
51% genuine Thai partners · 49% foreign (Founder + 2 foreigners)
holds 51% of each
Vero
clinic · restricted activity
FitCorp Asia
registered company · trades as Aspire
Each opco is legally Thai because the HoldCo above it is Thai-majority (FBA look-through).
Orba (25%) — held personally by the founder, kept outside the group for now.

How it works

  1. Thai HoldCo (build now). New Thai company, 51% genuinely Thai / 49% foreign. Holds the 51% Thai-majority stake in Vero and FitCorp Asia (which trades as Aspire) as siblings — so one vehicle carries the Thai majority for the whole group.
  2. Xponential Ltd (HK) — foreign holding layer. Reuse the existing, clean HK company as the group parent holding the 49% foreign slice of the HoldCo. Founders + convertibles hold here; IP/brand held here and licensed down; Thailand–Hong Kong treaty applies. Singapore stays a fallback only if a later institutional round insists — the convertible's flip clause allows that migration.

Given parameters

FitCorp Asia: 51% Thai / 49% foreign — foreign = Founder ~33% + two foreigners 8% each.
Founder also holds 25% of Orba (separate company; personal, out of group).
Foreign topco: Xponential Ltd (HK) — existing, confirmed clean; reused as the group holding company.

To confirm with counsel / tax

First: true FitCorp's foreign side to genuine ≤49% — the figures given sum to 51%. If foreign is ≥50%, FitCorp is a "foreigner" and the Thai-majority premise fails.
  1. Nominee test. The HoldCo's 51% Thai must be genuinely funded and owned — relation to the business does not cure a nominee arrangement.
  2. Clinic licence (Medical Facilities Act B.E. 2541): confirm the licensee nationality/residency requirement.
  3. BOI. Eligibility of the integrated medical/wellness model; can clinic + coaching sit under one cert; does BOI permit TopCo to hold Vero >49% directly.
  4. Legacy debt. FitCorp Asia (20+ yrs, trading as Aspire) carries the legacy debt; shed it via asset carve-out into a clean entity, not a share swap.
  5. Restructuring tax. Moving into the group = share-for-share exchange = Thai CGT / stamp duty event — sequence for efficiency.
  6. Hong Kong. Confirm Xponential Ltd is current on filings/accounts; economic substance + Thailand–Hong Kong treaty (dividend/royalty withholding). Reactivating a dormant co triggers fresh bank KYC.
  7. Orba. Check Orba's SHA for transfer restrictions before any future contribution.