Main Steps of Company Registration in Laos

The usual timeframe for company incorporation in Lao PDR is approximately two weeks from the date of filing application documents with the Ministry of Industry and Commerce (MOIC).

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

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

1. Investigate foreign ownership limit and minimum registered capital requirements;
2. Identify whether an industry-specific operating licence or an investment licence is required;
3. Apply for an Enterprise Registration Certificate;
4. Apply for an Operating Licence (if required);
5. Apply for a Company Seal and a Company Seal Approval;
6. Register with the Tax Revenue Information System; and
7. Apply for a Capital Importation Certificate (if required).

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 an operating licence, 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 tax identification number, permitted activities, the 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 representative to assist);
2. Application form for the ERC;
3. Shareholders’ Agreement (if there are multiple shareholders);
4. If applicable, the Board of Directors or Shareholders’ Resolution of the parent company approving the proposed company establishment (including the company name and registered capital), and appointing the shareholder’s representative(s) and the managing director of the company;
5. CVs of individual shareholders and directors.

Application forms for registering a company must be completed in the Lao language. Any documents not in Lao (including those in English) must be accompanied by a Lao translation. Foreign documents do not need to be notarised or legalised.

3. Other Steps

In addition to an ERC, a company engaging in certain activities may need to obtain an operating licence from the relevant ministry and a capital importation certificate (CIC) from the Bank of Lao PDR. Further, every company is required to get a company seal and a company seal approval from the Ministry of Public Security. Finally, an application to the Tax Department needs to be submitted in order to be registered with the Tax Revenue Information System (TaxRIS) and file tax returns online.