Main Steps of Company Registration in Laos

The usual timeframe for the company registration in Lao PDR is approximately two to six weeks from the date of filing a completed application with the Ministry of Industry and Commerce (MOIC).

Applying for and obtaining industry-specific operating licences is an independent process from company establishment and may take approximately two to six months after the enterprise registration certificate has been issued, depending on the industry and the responsiveness of the relevant ministry.

Below, we outline the main steps of the company incorporation process in Laos.

1. Investigate foreign shareholding and minimum registered capital requirements and whether an industry-specific operating licence is required
2. Apply for Enterprise Registration Certificate
3. Apply for Operating Licence (if required)
4. Apply for Company Seal and Company Seal Approval
5. Open a Bank Account in Laos
6. Apply for the Capital Importation Certificate

1. Planning Your Investment

Certain sectors of the Lao economy are still largely restricted to foreign investors and may require a foreign investor to obtain the mentioned industry-specific operating licences, have a minimum registered capital, form a joint venture company with a local partner or sign a concession agreement with the Government of Lao PDR. We recommend that foreign investors plan their investment thoroughly and seek advice with respect to various conditions and requirements of the company incorporation and regulation of intended business activities in Laos in advance.

2. Application for Enterprise Registration Certificate (ERC)

The ERC is a document certifying that the company is properly registered in Laos. It outlines essential information including the company registration number, permitted activities, tax identification number, names of the managing director and shareholders. The following documents will need to be prepared to support the application for the ERC:

1. Power of attorney to appoint a representative to submit the application to incorporate the company on your behalf (in case you hire a legal adviser to assist);
2. Application form for the ERC;
3. Shareholder(s) resolution appointing the Company’s managing director;
4. Articles of Association;
5. Shareholders’ Agreement (if there are multiple shareholders);
6. If applicable, Board of Directors or Shareholders’ Resolution of the parent company approving the proposed company establishment (including the proposed company name and registered capital), and appointing the shareholder’s representative(s) and the managing director of the proposed company;
7. Business plan regarding the intended activities in Lao PDR (including translation into the Lao language, to the extent required);
8. CVs of legal representatives and directors.

Submission of government applications and other documents will generally be in the Lao language, but many foreign investors choose to have these documents translated into English.

3. Other Steps

In addition to the ERC, a company will need to obtain the Company Seal (and the Company Seal Approval) from the Ministry of Public Security.

In case of a foreign-owned company, within 30 days of the ERC being obtained, the company is required to apply to the Bank of Lao PDR to obtain a capital importation certificate. Thus, the company is required to open a bank account in Laos and import 30% of its registered capital within 90 days and the remainder within 12 months of the ERC has been issued.