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The 51% problem — why market-entry structure is a governance call, not paperwork

A local director with majority control can mean someone else holds your bank account mandate. Jed Ng on why this is a governance decision, not legal admin.
November 26, 2024 by
The 51% problem — why market-entry structure is a governance call, not paperwork
Jon Scheele

This deep dive expands on the Loop Asia conversation with Jed Ng, angel investor and former RapidAPI operator.


In the interview, Jed Ng drops one line almost in passing, on the way to a bigger point about founder maturity: "Many of these markets will require startups to have a local director. And so, what if that local director has 51% control? They effectively have control of your bank accounts."

Most founders file that under legal admin. Ng treats it as one of the more consequential structural risks in the expansion decision — and the logic applies to any growth-stage company setting up a legal entity somewhere unfamiliar, not just venture-backed startups.

Why this isn't a normal vendor risk

Every company that expands takes on dependency risk somewhere — a channel partner, a systems integrator. Ng is comfortable with founders taking those on early: "You might experiment, you might work with partners to fill out the market, develop your channels, maybe work with partners to try and get product in market, get some feedback before you go in."

The local-director structure is different. A bad channel partner is a relationship you can exit — expensive, disruptive, but exitable. A local director with majority control isn't: they hold legal authority over the entity itself, signing rights and, in many structures, the bank account mandate. Sour that relationship and you're not renegotiating a contract — you're litigating for control of your own subsidiary, on someone else's home turf.

The maturity test Ng is actually applying

Ng's resolution is blunt: "You've got to internalise that, take control of that, and remove dependency risk. And that requires a certain level of maturity." He's not arguing against partner-led entry — he explicitly endorses testing a market cheaply through partners first. He's saying the switch from testing to committing has to include a switch in who controls the entity.

The real question isn't "do we trust our local partner." It's "if this relationship ended tomorrow, do we retain control of our entity, our data, our bank accounts." If not, the company hasn't entered that market — it's renting presence in it, on terms someone else can change.


Expanding into a market that requires a local director?

Using outside partners to move fast while building the internal capability to take control back before the dependency hardens is the same discipline I bring to advisory work.

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