New MOIC Decision on Enterprise Capital Contributions

On 9 September 2025, the Ministry of Industry and Commerce (“MOIC”) issued Decision No. 2025/IC on Enterprise Capital Contributions, providing detailed guidelines for implementation of provisions regarding investors’ capital contributions under the Enterprise Law. The key highlights are summarized below.

Capital contribution deadline

Registered capital (in cash or in kind) must be fully contributed within one year of enterprise registration, unless other laws and regulations provide otherwise.

Cash contributions

• Local investors must transfer their cash contributions to the enterprise’s bank account by the prescribed deadline.
• Non-resident foreign investors must transfer capital from overseas to the enterprise’s bank account by the deadline and obtain approval from the Bank of the Lao PDR (“BOL”) for the importation of capital.
• Resident foreign investors who use income earned in the Lao PDR, or profits in LAK or foreign currency must transfer their contributions to the enterprise’s bank account. They must also provide supporting documents for the transactions from the bank account used for such transfers for the preceding three years and obtain approval from the BOL for the use of local or foreign-sourced capital.

In-kind contributions

In-kind contributions cannot exceed 50% of the registered capital unless otherwise permitted by Lao law. Contributors must transfer asset ownership to the enterprise. Foreign contributors must get approval from the BOL to import the capital.

Issuance of share certificates

Enterprises must issue share certificates in proportion to the paid-up capital within 30 days of contribution. Sole limited companies must provide proof of the cash transfer, asset ownership transfer, or BOL capital importation approval.

No capital contribution – sole limited companies and partnerships

If owners/partners fail to contribute capital by the deadline, the manager must notify the enterprise registration official of the MOIC (“Registrar”) to amend the enterprise registration certificate or dissolve the company/partnership within 60 days.

No capital contribution – limited and public companies

If a shareholder who is not also a director fails to fully contribute their portion, the director or manager must notify the Registrar within 60 days after the deadline to decrease the capital, adjust the shareholding, change the shareholders/type of enterprise, or dissolve.

If a shareholder who is also a director fails to fully contribute their portion, any shareholder or group of shareholders having paid-up capital that comprise a shareholding of at least 4% of total shares may issue a notarized confirmation letter of non-contribution and submit it to the Registrar to amend the enterprise registration certificate within 60 days after the deadline for contribution.

To remove a shareholder of a limited/public company who has not contributed any of their portion of subscribed capital, the director must submit a notarized confirmation letter to the Registrar to remove the non-contributing shareholder within 60 days after the deadline for contribution.

If all shareholders fail to contribute capital, the company must dissolve.

Penalties

First violation: All violating enterprises will be subject to a fine of LAK500,000 and disciplinary measures, and must sign a memorandum of commitment to comply within 60 days from the date of the memorandum (“60-day compliance memorandum”).

Second violation: All enterprises are subject to a 60-day compliance memorandum along with a fine—LAK1 million for sole limited companies and LAK5 million for partnerships and limited/public companies.

If the 60-day compliance memorandum is not fulfilled, the enterprise’s registration certificate will be suspended. To remove the suspension, the capital must be fully contributed and a request made to the Registrar to amend the enterprise’s registration certificate, or else the enterprise must dissolve.

Effective date

This decision takes effect 45 days after the signing date, or 24 October 2025.

If you have any questions or require further clarification or legal support on capital contributions or related corporate issues, please contact the undersigned or your usual VDB Loi adviser.