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. Raise into Vero on a clean, ring-fenced cap table that (a) keeps the clinic legally Thai under the Foreign Business Act, (b) keeps new investors attached to Vero only — never to the founder's established FitCorp Asia / Aspire business, (c) reuses the existing clean HK company, and (d) leaves a group roll-up as a deliberate later option, not an accidental one.

Structure at a glance

Investors attach to VERO ONLY — not to any vehicle that owns the whole group
Xponential Ltd · HK
you + Investors A & B · Vero's foreign holdco
holds only Vero's 49% · convertibles flip in here
Thai anchor — 51%
FitCorp Asia (already Thai-majority)
or new Thai partners · to confirm
49% foreign  +  51% Thai
VERO — clinic
its own cap table · legally Thai (≥51% Thai)
Ring-fenced: Investors A & B hold Xponential, which owns only Vero's 49% — so they get no stake in FitCorp Asia / Aspire.
FitCorp Asia stays separate on its own cap table (integration via service agreement). A group roll-up under one parent is a deliberate later move, on terms you set then. Orba (25%) — personal, separate.
Illustrative split (working assumption — not final). Xponential holds Vero's 49%, split: Founder 75% → 36.75% of Vero · Investor A 15% → 7.35% · Investor B 10% → 4.9%. Plus the Founder's ~33% of FitCorp × FitCorp's 51% of Vero ≈ 17% more. → Founder ≈ 54% of Vero (majority); Investors A + B ≈ 12% combined, ring-fenced to Vero.

How it works

  1. Ring-fence to Vero. Investors buy into Xponential Ltd (HK), which holds only Vero's 49% — never a vehicle that also owns FitCorp Asia. They get Vero upside and nothing in the established business.
  2. Vero's own cap table. 49% foreign (Xponential = you + Investors A & B) + 51% Thai (anchor: FitCorp Asia, already Thai-majority, or new Thai partners — to confirm). Vero is legally Thai either way; convertibles flip into Xponential under the Thailand–Hong Kong treaty.
  3. Group roll-up = later, deliberate. FitCorp Asia stays separate for now; combining them under one parent is a choice you make post-BOI, on terms you set then.

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).
Vero's foreign holder: Xponential Ltd (HK) — existing, confirmed clean; holds only Vero's 49% (you + Investors A & B).

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. Vero's 51% Thai anchor must be genuinely funded and owned — whether FitCorp Asia or new Thai partners; 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.