On 20 April 2023, Decision on Debt and Asset Management Companies No.323/BOL ("Decision"), which was issued by the Bank of Lao PDR ("BOL") on 7 April 2023, was published in the Official Gazette of Lao PDR ("e-Gazette"). The Decision took effect 15 days after its publication in the e-Gazette.
Pursuant to the Decision, debt and asset management companies shall be established and operated under the corporate form or as corporate entities as defined in the Law on Enterprise. They must also be registered with the Ministry of Industry and Commerce. Thereafter, they must apply to BOL for a business operating license.
An investor that wants to operate a debt and asset management business must first register as a company with a minimum registered capital of LAK100 billion.
To be an investor in a debt and asset management business, the investor must meet the following conditions:
- It must be a legal entity.
- It must be in good financial standing and have sufficient fundcerts to properly and fully establish the registered capital in accordance with BOL’s requirements.
- The members of its board of management or board of directors must be knowledgeable and experienced in finance, banking, or related areas, and must not have a criminal record that includes intentional misconduct such as financial, banking, or money laundering offences.
- It must have an appropriate location for business operations.
The activities of a debt and asset management business consist of the following:
- purchase of debts;
- sale and purchase of assets;
- debt collection services; and
- rental of assets pending sale.
Additionally, debt and asset management companies are permitted to (i) invest in bonds; (ii) make additional loans; (iii) act as consultants and agents for debt and asset management; (iv) guarantee loans made by their debtors to other financial institutions; and (v) perform other services in accordance with BOL’s regulations.
On 20 April 2023, Instruction on Notification of Recognition and Request for Permission to Conduct Electronic Commerce Business No.0479/MOIC ("Instruction"), which was issued on 5 April 2023, was published in the Official Gazette of Lao PDR ("e-Gazette"). The Instruction took effect 15 days after its publication in the e-Gazette. The Instruction amends the contents of Articles 6 to 17, 35 to 40, 42, 51 and 59 of the Decree on Electronic Commerce No.296/GOV, dated 12 April 2021, for more clarity and to achieve uniformity in its implementation throughout the country.
The Instruction clarifies the requirements for electronic commerce ("e-commerce") businesses, including the notification requirement, certification of recognition of e-commerce, and application for business operating licences.
Notification of E-commerce Business
Individuals or legal entities that have been conducting electronic trading business or trading in the electronic market and electronic market services must notify the Department of Domestic Trade ("DDT") of their businesses or activities within ninety days from the date the Instruction came into effect, in order for DDT to verify, recognise and grant permission to allow them to engage in electronic trading businesses or activities. If they do not apply for permission to conduct business by the set deadline, measures as defined in Article 59 of the Decree on Electronic Commerce and the relevant laws and regulations will be taken against them.
Certification of Recognition of E-commerce
The affected individuals and entities must apply for a certification of recognition of e-commerce ("certification"). The certification is not a business operating licence. It is a verification of the identity of the electronic merchant to build public confidence in e-commerce, and also serves as a basis for resolving disputes.
The certification comes in two forms: (i) in printed form; and (ii) in electronic form issued through the electronic channel designated by DDT. Both forms have the same legal effect.
DDT will assess the application for the certification and the issuance of the same within three business days from the date of application. DDT may reject the application if the documents are incomplete or incorrect, and it must give a written response along with the reasons for the refusal. A certification is valid for two years and can be renewed.
Application for Permission to Conduct E-commerce Business
Individuals or legal entities that intend to conduct e-commerce business in the form of providing electronic market services must submit an application to DDT for the issuance of an e-commerce market service business operating licence.
On 11 April 2023, the Decision on Trademark No.0436/MOIC ("Decision"), which was issued on 30 March 2023 ("Decision"), was published in the Official Gazette of Lao PDR ("e-Gazette"). The Decision took effect 15 days after its publication in the e-Gazette. It replaces the Decision on Trademarks and Trade Names No.2822/MTC dated 17 December 2019.
The key provisions of the Decision are set out below.
Conditions of Trademark Samples
The Decision provides that trademark samples in the form of drawings, photos or images, three-dimensional images or motion marks must be made in electronic form or in the form of quality paper (non-glossy), with detail and clarity, showing only the mark. It shall not contain other elements that are not part of the mark to be registered.
Conducting Searches of Trademarks
Individuals, legal entities or organisations that intend to find out whether a trademark they want to use has been registered or not, can submit a request for trademark search to the Department of Industry and Commerce ("DIC") of their province or the capital city. They will be notified of the result within 10 working days.
Trademark Registration
Applicants for trademark registration may submit a request for such registration or extension to the DIC of their province or the capital city. This may also be submitted electronically in the same form as the hard copy form by the Department of Intellectual Property.
Representation in Trademark Registration and Other Operations
The following can represent themselves, or an entity or organisation in the trademark registration process and other operations:
- Any person who is jointly designated and appointed as a representative in the case of several joint designs;
- Lawyers;
- Intellectual Property Agent;
- debt collection services; and
- Lao citizens hired by the trademark registration applicants to represent them.
Trademark owners who are based overseas must assign a local trademark representative, which can either be an Intellectual property registration service representative company or a lawyer, in order to register their trademarks in Laos. They must execute a Power of Attorney ("POA") in favour of the representative, specifying the validity period of the POA and the scope of the representative's work.
Term of Protection and Maintenance of Term of Protection
A trademark has a protection period of ten years from the filing date, which can be renewed for another ten years by filing an application for renewal of protection with the DIC of the province or capital, or through electronic means. The application for renewal must be submitted within six months prior to the expiry of the protection period.
A trademark that does not have a term of protection or has expired/has not been renewed will be considered as a public mark.
On 7 April 2023, the Government of Lao PDR issued Decree on the Imposition of Fines and other Measures Against Violators of Laws and Regulations on Measurement No.192/NA ("Decree"). The Decree took effect on 9 May 2023, and applies to individuals, legal entities and organisations that violate laws and regulations on measurement in Lao PDR.
Imposition of Fines
The imposition of fines is a type of administrative sanction imposed on a violator that commits a breach that is not criminal in nature, i.e. is administrative in nature. A breach of laws and regulations on measurement intentionally or unintentionally for the second time, which is not a criminal offence, attracts a fine equivalent to twice the value of the damage.
Other Sanctions
Apart from fines imposed on violators of administrative breaches as opposed to criminal offences, other sanctions include (i) suspension of certificate regarding measurement, (ii) withdrawal or cancellation of certificate regarding measurement, and (iii) cessation, revocation, seizure, or destruction of measuring templates, instruments and equipment, and packaged goods.
Acts that constitute violation of laws and regulations regarding measurement
The following acts constitute a violation of laws and regulations regarding measurement:
- Production and distribution of measuring templates, tools and measuring equipment that are not compared, verified and re-verified or not registered;
- Unauthorised importation of measuring templates, instruments and devices;
- Using expired or revoked certificates and using measuring templates, instruments and or equipment regarding measurement that have expired;
- Violation of regulations on the comparation, verification and re-verification of measuring templates, instruments and equipment. Comparation refers to checking or comparing the measuring instruments and equipment to the standard template of Industry and Commerce sector;
- Unauthorised removal of locking devices;
- Locking or removing stickers and markings from measuring templates, instruments and devices;
- Affixing fake or illegal certifications or re-inspection marks;
- Violation of conditions regarding packaged goods;
- Intentionally misrepresenting calculated amounts to mislead or deceive others; and
- Modification of measuring templates, instruments and measuring devices that do not constitute components of a criminal offence.
The Industry and Commerce Sector imposes fines and applies other sanctions to violators of laws and regulations on measurement, in coordination with relevant ministries, agencies and local government agencies.
On 29 December 2022, the Amended Law on Enterprise No.33/NA was issued and endorsed by the National Assembly and promulgated by the President of the Lao PDR ("Amended Law"). The Amended Law came into effect on 30 March 2023, replacing the previous Law on Enterprise No.46/NA dated 26 December 2013. The key changes introduced by the Amended Law include the following:
Enterprise Registration
Under the Amended Law, to register an enterprise, application documents may be submitted either in person or electronically to the relevant enterprise registration office.
The timeframe for reviewing an application to register an enterprise has been shortened. Upon receipt of a complete application, the enterprise registration office must make a decision on the application within three business days, rather than the previous 10 business days.
Once they have registered and obtained an enterprise registration certificate, enterprises must comply with the following additional requirements:
- For enterprises that operate controlled business activities, they must first obtain an investment license from the government investment and planning division, and thereafter obtain a business operation license from the relevant government office.
- For enterprises that operate business activities that are not on the controlled list, only a business operation license from the relevant government office is required.
Share Contribution and Effect of Default on Payment
The Amended Law provides that the contribution of shares is carried out after the registration of the enterprise. It further stipulates that the date and time for the contribution of shares is to be agreed internally at the company's shareholders' meeting. The effect of default on payment is as follows:
- Shareholders who do not fully contribute their shares based on the agreed amount and at the agreed time have the right to vote in a shareholders' meeting and receive dividends in proportion to the number of shares that they have contributed.
- In the event that they do not contribute their shares at all, they do not have a right to vote in the shareholders' meeting or receive dividends.
Enterprise Management after Enterprise Registration
The Industry and Commerce Sector (enterprise registration and management) has been assigned to manage business organisations in relation to the establishment of enterprises, variation in the contents of enterprise registrations and the dissolution of enterprises.
For the relevant sectors (providing business operating license/approval), their function is to manage, monitor and inspect the business operations of related sectors according to the business activities.
