# Structural Entity Plan: TS Shared Services

The centralized back-office layer for the entire TS Holdings group: finance, legal, HR ops, IT, procurement, treasury, internal audit, government affairs, compliance (PDPD, Decree 53, anti-corruption), and operator-CEO recruiting. Attached to the parent (per D12), bills out to operating entities at cost-plus 8% (per D6). Survival infrastructure at 29+ entities — distributed back-offices are where conglomerates bleed money.

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## Identity

| Field | Value |
|---|---|
| Entity name | TS Shared Services Pte Ltd (Singapore) + TS Shared Services Vietnam Co. Ltd |
| Group | Attached to parent (non-operating layer) |
| Target launch | Year 1, Q1 (both legal entities at incorporation) |
| Type | Service entity (internal customers only) |
| Legal structure | Singapore Pte Ltd + Vietnam Co. Ltd |
| Vietnamese majority required | No |

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## Charter

**Primary mission:** Provide centralized professional services to every TS operating entity at lower cost and higher quality than each entity could replicate independently — and provide the governance, compliance, and gov-affairs functions that protect the entire portfolio from per-entity blast-radius failures.

**Internal customers:** Every TS operating entity, every sub-holding (TS Public Sector Holdings, TS Indonesia / Thailand / Philippines), and the TS Holdings parent itself.

**External customers:** None. TS Shared Services never sells services externally — that would dilute focus, create conflicts of interest with TS Technology Consulting / TS Managed Services, and complicate transfer pricing.

**What this entity does NOT do:**
- Sell services to non-TS customers
- Replace entity-level Compliance Officers (per D17 — Tier-1/2 entity Compliance Officers report to entity boards, not to Shared Services)
- Replace entity-level legal representatives (per D17)
- Provide tech consulting (TS Technology Consulting territory)
- Provide managed IT services to externals (TS Managed Services territory)

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## Service catalog

| Function | Service | Billing | Y1 service level |
|---|---|---|---|
| **Finance** | Group accounting, consolidation, monthly close, tax filings (corporate, transfer pricing) | Cost-plus 8% allocated by revenue % | 1 Finance Director + 1 Senior Accountant + bookkeeping outsourced to Acclime/Big 4 |
| **Legal** | Entity counsel, contract review, board secretarial, IP, regulatory advisory | Cost-plus 8% allocated by entity activity | 1 Senior Legal Counsel (Vietnamese-qualified) + retained external counsel for complex matters |
| **HR Operations** | Payroll administration, benefits, employment compliance, leave tracking (uses TS People HRIS Y2+) | Cost-plus 8% per-employee | 1 HR Operations Lead |
| **IT** | Group identity (SSO, email, productivity tools), security baseline, IT procurement | Cost-plus 8% per-user | 1 IT/Security Lead (Y4 expansion) |
| **Procurement** | Vendor negotiation, group purchasing, asset management | Cost-plus 8% on managed spend | Initially folded into Operations Lead role |
| **Treasury** | Banking, FX hedging (VND/USD), inter-entity cash management | Cost-plus 8% allocated by treasury usage | Finance Director scope until Y3+ |
| **Internal Audit** | Independent audit function, board-of-directors-reporting | Allocated equally | Outsourced Y1–Y2 (Big 4 internal audit services); in-house from Y3 |
| **Government Affairs** | Ministry relationships, regulatory monitoring, advocacy | Allocated by Tier-1/2 entity count | 1 GR Lead by end of Y1 (critical for Vietnam-primary market) |
| **Compliance** | PDPD, Decree 53, anti-corruption training coordination, whistleblower channel intake | Allocated by Tier-1/2 entity count | 1 PDPD/Compliance Lead by end of Y1 |
| **Operator-CEO Recruiting** | CIR program, candidate sourcing, executive search relationships | Allocated by hire | 1 Senior CEO Recruiter by mid-Y2 (per [operator-ceo-recruiting.md](../operator-ceo-recruiting.md)) |
| **M&A** | Target screening, valuation, integration | Allocated by deal | 1 M&A Lead by mid-Y2 (per D19) |

**Service-level expectations:**
- Finance: monthly close within 10 business days of period-end; tax filings on time per Vietnamese deadlines
- Legal: 48-hour turnaround on standard contracts; same-day for urgent regulatory matters
- HR Ops: payroll on time every cycle; no exceptions

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## Cost / billing model

**Cost-plus 8% billing per D6:**
- Each operating entity is invoiced monthly by TS Shared Services
- Total Shared Services cost (salaries + facility + tools + external advisors) + 8% markup, allocated to entities by usage/headcount/revenue
- Allocation methodology audited annually by Big 4 (per D14)

**Why cost-plus 8% specifically:**
- Aligns with Vietnamese transfer-pricing safe harbor for related-party services
- Generates modest profit at Shared Services Singapore Pte Ltd (cleaner upstream cash flow to TS Holdings)
- Defensible in Vietnamese tax authority scrutiny

**Annual operating budget trajectory:**

| Year | Headcount | Annual budget (USD) | Notes |
|---|---|---|---|
| Y1 | 6–8 | $400–600K | Foundation team |
| Y2 | 12–18 | $800K–1.2M | Add CEO Recruiter, M&A Lead, IT Lead, GR Lead, expanded Compliance |
| Y3 | 20–30 | $1.5–2.5M | Internal audit in-house; sector-specific compliance specialists |
| Y5 | 50–80 | $4–7M | Group MDs supported; international expansion HR/legal support |
| Y8 | 100+ | $10–18M | Full conglomerate back-office |

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## Team

**First hires (Y1 Q1 – Y1 Q4):**

| Role | When | Comp (USD) | Notes |
|---|---|---|---|
| Finance Director | Y1 Q1 | $50–75K + bonus | Vietnamese-qualified CPA or ACCA; ex-Big 4 senior manager profile |
| Legal Counsel (Vietnamese-qualified) | Y1 Q1 | $45–70K + bonus | Corporate + regulatory background |
| Operations Lead | Y1 Q1 | $35–55K | Procurement + facilities + general ops |
| HR Operations Lead | Y1 Q2 | $30–50K | Manages payroll across entities |
| IT / Security Lead | Y1 Q4 | $40–60K | Group identity, security baseline |
| Government Affairs Lead | Y1 Q4 | $50–80K | Ministry relationships; ex-FPT GR or ex-ministry official |
| PDPD / Compliance Lead | Y1 Q4 | $40–65K | PDPD specialist; legal background preferred |
| Senior CEO Recruiter | Y2 Q1 | $80–150K | Per operator-ceo-recruiting.md |
| M&A Lead | Y2 Q2 | $80–130K | Per D19 |

**Headcount trajectory:** Y1 end: 6–8 · Y3: 20–30 · Y5: 50–80 · Y8: 100+

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## Governance

**Reports to:** Founder directly Y1–Y2. From Y3, becomes its own management committee with functional heads + a Chief Operating Officer (TS Holdings COO) appointed.

**Board composition:** No separate board until Y4+. Singapore Pte Ltd governed by TS Holdings parent.

**Key policies owned:**
- Banking policy (per D7 — banking separation between entities, tier-based bank allocation per D17)
- Intercompany services policy (per D6)
- Treasury policy (FX hedging, reserve targets)
- Whistleblower policy (per D17 — channel routes to Shared Services Legal)
- Anti-corruption policy (per D17)
- IT security baseline (group SSO, MFA, device management)
- Vendor management policy
- PDPD compliance baseline (extended per-entity in Tier-1/2)

**External advisors:**
- Big 4 auditor (KPMG or Deloitte Vietnam — per D14)
- Cross-border tax advisor (Acclime, PwC, or KPMG)
- External executive search firms (per operator-ceo-recruiting.md)
- Vietnamese M&A advisors (Avalon, ASART, KPMG M&A — per D19)
- External counsel for anti-corruption training delivery

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## Dependencies

**Internal dependencies:**
- TS Holdings parent capitalization (provides initial Shared Services seed funding)
- Operating entities to bill (cost-plus model requires entities to bill to)

**External dependencies:**
- Singapore banking (DBS, UOB) for parent and Shared Services SG
- Vietnamese banking (Vietcombank or BIDV for Shared Services VN per banking policy)
- Big 4 auditor engagement (must be in place at incorporation)
- Cross-border tax advisor (must be in place at incorporation)
- Statutory accounting software (likely SAP Business One or Oracle NetSuite at scale; Xero / QuickBooks Y1)

**Regulatory:**
- Singapore Pte Ltd: ACRA filings, IRAS corporate tax (with Singapore-Vietnam DTA per D2)
- Vietnam Co. Ltd: Tổng cục Thuế (tax authority), provincial DPI registration, statutory labor compliance
- Transfer pricing documentation per Vietnamese rules (Decree 132)

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## Risks

1. **Cost-plus pricing not market-defensible** — Vietnamese tax authorities may challenge 8% markup if Shared Services service levels are weak or if comparables don't support it.
   - **Mitigation:** Annual benchmarking exercise; documented service-level commitments; transfer-pricing study by Big 4 advisor.

2. **Capacity becomes the gating constraint on entity launches** — D18 four-gate rule includes a "Capacity gate" (Shared Services confirms it can absorb another entity). Under-investment in Shared Services stops the 8-year plan.
   - **Mitigation:** Headcount trajectory front-loaded; founder commitment to Shared Services investment as fiduciary priority; quarterly capacity reviews against entity-launch pipeline.

3. **Whistleblower channel failure** — if compliance reports get suppressed by entity management or lost in Shared Services intake, regulatory exposure across the group escalates.
   - **Mitigation:** Direct routing of CEO-implicating reports to founder + TS Holdings board member, bypassing entity leadership; quarterly audit of all whistleblower intake; external counsel as backup channel.

4. **Government Affairs concentration risk** — if one GR Lead handles multiple ministries, a bad relationship contaminates other ministries.
   - **Mitigation:** Silo GR by ministry from Y3+ (separate ministry-relationship owners); annual ministry-relationship review.

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## Lifecycle and evolution

**Year 1–2 (foundation):** 6–18 people; basic shared-services menu; founder + Finance Director co-manage; manual processes acceptable

**Year 3–5 (scale):** 20–80 people; functional heads in place; tooling and automation investment (workflow systems, automated billing, integrated finance stack); internal audit in-house; international expansion begins (Indonesia, Thailand HR/legal support)

**Year 6+ (mature):** 100+ people; full conglomerate back-office model; TS Holdings COO appointed; potentially carved out as separate sub-holding for governance clarity if portfolio reaches Berkshire-style scale (>50 entities)

**Decommissioning trigger:** Never. Shared Services is permanent infrastructure. May restructure (carve out specialized sub-functions like TS Foundation administration into separate entities), but core function persists.

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## Related documents

- [../aggressive-8-year-growth-plan.md](../aggressive-8-year-growth-plan.md)
- [../operator-ceo-recruiting.md](../operator-ceo-recruiting.md) — Senior CEO Recruiter role sits here
- [../government-customer-compliance.md](../government-customer-compliance.md) — Compliance + GR functions sit here
- [../../notes/decisions.md](../../notes/decisions.md) — D6 (intercompany), D7 (banking), D12 (Shared Services attached to parent), D14 (Big 4), D17 (Tier-1/2 compliance), D18–D21 (CEO/M&A/spin-out/capital functions)