Client Alert: Registered Capital Contribution Update

The Ministry of Industry and Commerce (“MOIC”) has strengthened the requirements and enforcement relating to registered capital contributions in Lao PDR.

1. Key Requirements

Under MOIC’s Decision No. 2025 dated 9 September 2025, effective from 23 October 2025:

• Registered capital may be contributed in cash or in kind and generally must be fully contributed within one year from enterprise registration.
• Capital contributions must not be funded by loans borrowed by the company itself.
• Foreign investors contributing cash from overseas should remit the funds through the appropriate foreign direct investment bank account and obtain a Capital Importation Certificate (“CIC”) from the Bank of the Lao PDR.
• Contributions in kind must be properly valued and generally must not exceed 50% of total registered capital.
• Share certificates must be issued within 30 days following the capital contribution.
• Any increase or reduction of registered capital must follow the prescribed approval and registration procedures.

2. What Companies Should Do

Companies should review their current registered capital position and take the appropriate action:

• Fully contributed: Notify the relevant Enterprise Registration Office (“ERO”), submit supporting evidence, and obtain official acknowledgement of the capital contribution.
• Partially contributed: Complete the outstanding contribution or consider an appropriate capital reduction, and complete the ERO notification.
• Not contributed: Complete the registered capital contribution if the company intends to continue operating. Otherwise, dissolution may need to be considered.

Recent Notices No. 177/ERO and 178/ERO dated 30 October 2026 require affected companies to liaise with the ERO and update/confirm their registered capital contribution status within 60 days from the notice date.

3. Non-Compliance

Failure to comply may result in the following penalties and measures:

• First violation: A fine of LAK 500,000 and a memorandum of compliance requiring the company to regularize its capital position within 60 days.
• Further non-compliance: A fine of LAK 5 million and a second compliance memorandum requiring the company to regularize its capital position within a further 60 days.
• Continued non-compliance: Potential suspension of business operations or other applicable measures.

Recommended Action

We recommend that companies promptly review their registered capital contribution status, supporting bank/CIC documentation and ERO records, and complete any outstanding contribution or notification requirements within the applicable timeframe.

Where there is a shortfall, the company should determine whether to inject the outstanding capital, reduce its registered capital where legally permissible, or consider dissolution if it no longer intends to continue operations.

VDB Loi Lao can assist with reviewing your company’s registered capital contribution records, identifying any steps needed to comply with the requirements, and preparing the documents required by the ERO, and help prepare a response if your company has received a notice. Should you require assistance with any of these matters, please contact the undersigned or your usual VDB Loi adviser.