1. Legislation

On September 17, 2025, the Lao Official Gazette published the Ministerial Decision on the Contribution of Registered Capital in Enterprises No. 2025/MOIC, dated September 9, 2025. This legal instrument is based on the latest version of the Law on Enterprises (2022).

The legislation establishes a structured framework for registered capital requirements for enterprises, setting out the principles, regulations, and measures related to the protection of enterprise registration. Its aim is to support enterprise owners in fully contributing their registered capital after registration and to enable effective monitoring and oversight of such contributions. It also outlines clear principles for capital injection.

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2. Terms

Registered Capital under this Legislation:

Registered capital in monetary terms refers to funds contributed by the enterprise’s owners, partners, or shareholders.

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Registered capital in non-monetary terms refers to movable assets (e.g., equipment, vehicles) and immovable assets (e.g., land, buildings) owned and contributed by the enterprise’s owners, partners, or shareholders.

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Failure to contribute registered capital means that the enterprise owner, partner, or shareholder has not contributed the required capital or shares in proportion to their holdings within the timeframe specified in this legislation.

Registered capital must be fully and genuinely contributed by individual owners, shareholders, or corporate investors in cash or assets after enterprise registration. Loans taken in the enterprise’s name cannot be used to form registered capital.

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3. Registered Capital Contribution

Registered capital in monetary

Enterprise owners, partners, or shareholders who are Lao citizens must transfer their capital contributions to the enterprise’s account at a commercial bank in the Lao PDR within one year from the date of issuance of the Enterprise Registration Certificate.

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Foreign enterprise owners, shareholders, or non-residents of the Lao PDR must transfer funds from abroad to the enterprise’s bank account in the Lao PDR within one year from the date of issuance of the Enterprise Registration Certificate. They must also obtain confirmation from the Bank of Lao PDR verifying the import of investment capital within 30 days from the date of its importation, the imported funds will be recognized as a registered capital contribution.

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If the enterprise owner, partner, or shareholder is a foreigner, stateless person, or foreign resident in the Lao PDR, and uses income or profits earned in the Lao PDR (in kip or foreign currency held within the local banking system), they must transfer the funds to the enterprise’s bank account. In addition, they must provide account activity records for the past three years from a commercial bank in the Lao PDR and submit the relevant documents to the banking sector for verification of the source of funds. Upon confirmation, the funds will be recognized as a registered capital contribution.

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Registered capital in non-monetary

Tangible asset contributions to an enterprise's registered capital must be valued in monetary terms and generally cannot exceed 50% of total capital, unless otherwise allowed by law. All such assets must be transferred to the enterprise’s name. Foreign investors must have their tangible contributions certified by the Lao banking sector as imported investment capital.

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Increase or reduction in the registered capital of an enterprise

Any increase or reduction in the registered capital of an enterprise must be formally submitted to the relevant officers at the Department of Enterprise Management.
This submission ensures that all changes are transparent, legally compliant, and properly recorded in the official register.
The process must strictly follow the established guidelines concerning enterprise formation, capital structuring, and operational procedures. Such compliance helps maintain the integrity of corporate records and safeguards the interests of all stakeholders involved.
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Enterprises are encouraged to prepare all necessary documentation accurately and in a timely manner before submission.
By doing so, the process will proceed smoothly under the supervision of the appropriate regulatory authorities.

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4. Failure to contribute the registered capital

If the owner or any shareholder fails to contribute to the registered capital, the owner or manager must notify the registration office within 60 days after the contribution deadline to amend the registration or dissolve the enterprise. 

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If any shareholder fails to fully contribute their shares, the manager or director must notify the registration authority within 60 days after the contribution deadline to update the enterprise registration—this may include reducing capital, adjusting shareholdings, changing shareholders, or dissolving the enterprise.

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For limited liability or public companies where directors fail to issue shares, shareholders holding issued shares must submit a court-registered certificate of non-issuance and notify the registration office within 60 days.

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To remove non-contributing shareholders, a signed confirmation letter from a registered director must be submitted within the same timeframe. If no shares are contributed by any shareholders, only the company’s details are required.

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Enterprises that violate this provision shall be subject to fines on a case-by-case basis, as follows:

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An Individual Enterprise, partnerships, and companies that fail to fully contribute their registered capital shall be subject to a fine of 500,000 Kip (five hundred thousand Kip) and shall be required to undergo training and prepare a written record. This record shall require the enterprise to either (i) fully contribute the registered capital, (ii) notify the relevant authority of any changes to the contents of the enterprise registration certificate, or (iii) dissolve the enterprise within sixty (60) days from the date the record is made.

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Enterprises that fail to comply with the above-mentioned memorandum and/or the written recorded shall incur the following fines:

1. Individual enterprises shall be fined 1,000,000 Kip (one million Kip) and shall prepare a written record requiring the enterprise to fully contribute its registered capital, notify changes to the contents of the enterprise registration certificate, or dissolve the enterprise within sixty (60) days from the date the record is made.
2. Partnership enterprises and companies shall be fined 5,000,000 Kip (five million Kip) and shall prepare a written statement requiring the enterprise to fully contribute its registered capital, notify changes to the contents of the enterprise registration certificate, or dissolve the enterprise within sixty (60) days from the date the statement is made.

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If an enterprise fails to comply with the memorandum—by not fully contributing its registered capital, failing to notify the enterprise registration officer of changes to the contents of its enterprise registration certificate, or failing to dissolve the enterprise within sixty (60) days from the date of issuance of the memorandum—the enterprise registration officer shall issue a notice to suspend the use of the enterprise registration certificate.

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In the event that an enterprise intends to continue operating after receiving notice of suspension, it must either (i) fully contribute the registered capital, (ii) notify the enterprise registration officer of any changes to the contents of the enterprise registration certificate, or (iii) dissolve the enterprise in accordance with applicable regulations.

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Conclusion

This legislation is timely and necessary, especially in a growing economic environment where investor confidence relies heavily on regulatory certainty. It helps prevent misuse or non-compliance related to capital contributions, which has often been a grey area in practice. Moreover, by requiring full capital injection and proper documentation, the decision enhances government oversight and supports better enforcement of corporate governance standards. Ultimately, this move is expected to contribute to a more stable and trustworthy business climate, attracting both domestic and foreign investors.

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About ILAW LAOS

For businesses, legal professionals, and investors seeking further guidance in navigating this evolving regulatory landscape, ILAW LAO offers reliable legal insight and practical support. With a deep understanding of Lao law and policy, ILAW LAO stands ready to assist stakeholders in achieving full compliance and unlocking opportunities in the Lao market.