On 9 September 2025, the Ministry of Industry and Commerce (MOIC) issued Decision No. 2025/MOIC, which introduces detailed rules on how enterprises in Laos must contribute their registered capital. This Decision applies to all types of enterprises, including individual enterprises, partnerships, limited companies, public companies, and foreign-invested businesses.

1. What Counts as Registered Capital?

Decision No. 2025 clarifies that only two forms of capital are recognized:

1. Cash contributions deposited into a Lao bank account.
2. In-kind contributions, including movable or immovable assets, which must be properly valued and legally transferred to the company.

Key Implications:

• Contributions in the form of workforce, labor, or future services are no longer accepted.
• All registered capital must be owned by the shareholders and cannot come from loans taken by the new company itself.
• This closes the previous loophole where some investors used company loans as “capital,” creating weak or debt-laden structures from day one.

2.Requirements for Foreign Investors

Foreign investors must:

1. Transfer capital from overseas.
2. Obtain a Capital Import Certificate to ensure transparency and traceability of foreign funds entering Laos.
3. Asset Contribution Rules
   1. In-kind assets may not exceed 50% of total registered capital unless special approval is obtained.
   2. Proper valuation documents and ownership transfer records must be maintained.
4. Responsibilities of Directors/Managers

Directors and managers must:

• Issue share certificates within the required timelines.
• Notify the registration authority if capital is not fully contributed.
• Amend the Enterprise Registration Certificate when necessary.

5. Compliance Impact

The Decision strengthens financial transparency and shareholder protection. Companies with unverified or incomplete capital contributions may need to take corrective actions to comply with the new regulations. Timely compliance will help businesses avoid penalties and ensure a more secure foundation for long-term operations in Laos.

In summary, MOIC Decision No. 2025/MOIC marks a significant shift in how registered capital is defined, contributed, and verified in Laos. By limiting capital to verifiable cash and properly valued in-kind assets, and by tightening requirements for both local and foreign investors, the regulation promotes greater transparency, stronger corporate governance, and healthier business structures. Enterprises operating in Laos should review their capital structure carefully and ensure full compliance to avoid regulatory risks and to build a solid foundation for sustainable growth under the updated Laos business and investment regulations.