Key takeaways
- A typical adviser engagement combines a retainer, a success fee on capital raised, expenses and sometimes equity. Founders should compare proposals on the total of all four.
- Success fee rates generally scale inversely with round size, so smaller raises pay a higher share for the same fixed preparation work.
- In Thailand, investment advisory service is a licensed securities business under the Securities and Exchange Act B.E. 2535, so founders should confirm an adviser's licence in each market.
- Tail, exclusivity and carve-out clauses can change the real cost more than the headline percentage.
- An unresolved Thai ownership structure can slow diligence, so business setup in Thailand is worth settling before outreach starts.
About the Author
This guide was prepared by Settlr Global's team with Managing Director Gagan Ajmani, who has 15+ years of regional experience across Southeast Asia. Settlr Global prepares the operating records that investors review before a round closes.
What fee structures do capital raising advisers use?
A capital raising adviser's fee is generally a bundle of four components, and the success fee is only one of them. A boutique investment bank in Singapore running a regional Series A and a placement agent introducing a startup to family offices often use similar building blocks.
| Component | What it pays for | When it is paid | What to check |
|---|---|---|---|
| Retainer | Deck, financial model review, investor list | Upfront or monthly during the mandate | Whether it is credited against the success fee |
| Success fee | Closing the round | At closing, from funds received | Which investors and instruments count as capital raised |
| Equity or warrants | A stake in the company's future value | At closing or vesting over time | Dilution, tax on vesting, private offering rules |
| Expenses | Travel, data room, translation, legal | As incurred | A cap and prior approval for large items |
Founders should ask every adviser to restate the proposal as one figure: Total adviser cost = (R x M) + (S x C) + E + X. Here R is the monthly retainer, M the mandate length in months, S the success fee rate, C the capital raised, E the value of any equity and X the capped expenses.
Why do smaller rounds pay a higher percentage?
The S in that formula depends heavily on round size, because the adviser's fixed work does not shrink with the cheque. Preparing materials, building a data room and approaching investors takes similar effort whether the startup raises a modest seed extension or a larger growth round.
Advisers recover their baseline effort through higher rates on small raises, minimum fee floors or tiered scales where the percentage steps down as the amount raised rises. A founder raising a smaller round should expect a higher rate on the same fixed preparation work.
The better use of negotiating effort is the retainer credit, the minimum fee and the definition of capital raised.
How do placement agent fees fit Singapore and Thai licensing rules?
Licensing rules decide who may lawfully charge placement agent fees in the first place, which makes them the first check on any proposal.
- In Thailand, the Securities and Exchange Commission regulates these activities under the Securities and Exchange Act,[1] which lists investment advisory service, meaning advice given in the normal course of business to the public on securities for a fee, as a securities business that needs a licence under Section 90.
- Equity or warrants paid to an adviser can carry tax and securities law consequences in each market, so founders should confirm the treatment with a tax adviser before agreeing to them.
A founder should get the adviser's licence or exemption basis in writing and have the engagement letter reviewed by a provider of legal advisory for contracts and licensing before signing.
Which contract terms change the real cost of an adviser?
Once licensing is confirmed, the engagement letter decides what the founder actually pays. Several clauses can outweigh the headline rate.
- A tail provision keeps a success fee payable if an investor the adviser introduced invests within a set period after the mandate ends. Limit it to investors the adviser can show it actively approached.
- Exclusivity can entitle the adviser to a fee on any investor during the mandate, including ones the founder found.
- A carve-out schedule lists existing investors and contacts that are excluded or charged at a reduced rate.
- A minimum fee may apply even if the round closes below target.
- A retainer credit deducts retainers already paid from the success fee at closing.
- The definition of capital raised sets whether convertible notes, venture debt or a follow-on from an existing shareholder count.
Before signing, you should list every existing investor conversation so the carve-out schedule is complete on day one.
How does business setup in Thailand affect the raise?
Success fees are paid only when a round closes. For a startup expanding into Thailand, the close often depends on whether the operating company passes diligence. Venture capital funds investing in Thailand and the wider region commonly ask about:
- Who owns the Thai company and whether the shareholding fits the Foreign Business Act for its activity
- Whether restricted activities are covered by a Foreign Business License in Thailand, BOI promotion or, for American founders, the US Treaty of Amity
- Whether VAT, corporate income tax and withholding tax filings are current
- Employment contracts, payroll and social security records
- Founder visa and work permit status
A founder can handle company registration in Thailand, the Foreign Business License or US Treaty of Amity route and ongoing accounting and tax through Settlr Global's Bangkok team, so the data room draws on one set of records.
A startup that wants a Thai team before committing to an entity can hire employees in Thailand without a local entity through an employer of record in Thailand. Employees can later move to the startup's own entity. Founders who keep working for an overseas company while scouting the market sometimes look at the Destination Thailand Visa (DTV), which is intended for remote workers and does not permit employment with a Thai employer. Working for the Thai company itself generally calls for a Non-B visa and work permit.
Founders should settle the ownership route before outreach starts, since restructuring during diligence can delay the close that the success fee depends on.
How should a founder compare adviser proposals?
With the operating side in order, comparing proposals comes down to a short sequence.
- Step 1: Ask each adviser for its licence or exemption basis in Singapore, Thailand or the investors' home market.
- Step 2: Convert each proposal into the total adviser cost formula at the target raise and at a lower raise.
- Step 3: Mark up the tail, exclusivity, carve-out and capital raised definitions.
- Step 4: Confirm the tax treatment of any equity component with a tax adviser before agreeing to it.
- Step 5: Assemble incorporation documents, filings and payroll records before outreach, using a Thailand market entry plan where the entity is not yet set up.
Frequently asked questions
What are typical placement agent fees?
Placement agent fees are generally a success fee calculated as a percentage of capital raised, sometimes with a retainer. Rates vary by round size, stage, instrument and market, so compare total cost.
Can an adviser take equity instead of cash?
Some advisers accept equity or warrants as part of their fee. Confirm the tax and securities law treatment with a tax adviser in each market before agreeing to it.
Is a retainer refundable?
Retainers are often non-refundable. You can negotiate for them to be credited against the success fee at closing.
Does an adviser need a licence in Thailand?
Thailand's Securities and Exchange Act B.E. 2535 generally requires a licence for investment advisory service, which it defines as advice given in the normal course of business to the public on securities for a fee.[1] Ask for the licence details in writing.
Do I need a Thai company before raising?
Many founders hire employees through an employer of record first and incorporate once the ownership route is clear. The right timing depends on investor expectations and the structure of your round.
Can Settlr Global help with a capital raise?
Settlr Global focuses on business operations in Thailand. Capital raising, regional expansion and strategic options are handled through its parent group, WOWS Global.
About Settlr Global
Settlr Global is the operating arm of WOWS Global, a Singapore-incorporated corporate advisory and investment banking group, and provides a one-platform ecosystem for business operations in Thailand. It combines payroll, HR, legal, tax and incorporation support under a single team, so founders do not have to coordinate separate local agencies. The platform has processed payroll and compliance work for 200+ clients across 15+ countries, from early-stage startups to established multinational enterprises. Its Employer of Record service lets companies hire in Thailand in about two days, with or without a local entity.
To get the Thai operating side of your raise ready for diligence, speak with Settlr Global's Bangkok team.
