Yes. In Laos, the applicable national regulatory agencies for mergers and similar transactions are governed by two key laws: (i) the first is the Law on Business Competition No. 60/NA dated July 14, 2015, which broadly governs the requirements and enforcement of merger controls, as well as the process for filing; (ii) the second is the Law on Enterprise No. 33/NA dated December 29, 2022, which provides the general process for combining businesses, which include mergers, acquisitions or transfers of enterprises, and joint ventures. Notably, neither of these laws provides a clear procedure for carrying out mergers.

The Business Competition Commission ("BCC") is the national regulatory agency tasked with approving applications for mergers and similar transactions.

No supranational regulatory agency has jurisdiction in Laos.

Yes. Section 3 of the Law on Business Competition imposes a filing requirement in order to obtain pre-merger approval for a combination of businesses which is aimed at restraining competition. Under the law, such a combination of businesses refers to an agreement between business operators in the form of mergers, acquisitions, or transfers of enterprises, and joint ventures.

Generally, a combination of businesses that are aimed at restraining competition will be subject to pre-merger approval, if the combination of businesses in question will lead to one of the following consequences:

• Holding market share in the relevant market which is over the threshold defined by the BCC;
• Restraining market access and the development of technology; or
• Creating a negative impact on consumers, other business operators, and the national socio-economic development.

The criteria and explanatory guidelines on the conditions above will be further prescribed by the BCC.

A combination of businesses between small and medium enterprises ("SMEs") would still be subject to merger controls under the Law on Business Competition. In contrast to submitting documents for pre-merger approval, the SMEs would be required to notify the intended business combination to the BCC.

The mandatory merger filing will be exempted for a combination of businesses involving the following circumstances:

• One of the enterprises - or two or more enterprises - which are involved in the combination of businesses aimed at restraining competition is undergoing bankruptcy proceedings; or

The combination of businesses will contribute to the growth of exports, or foster technological and technical development.

The Law on Business Competition is not clear as to whether minority investments will be subject to merger controls. The BCC has not issued any guidelines clarifying its exact scope.

The Law on Business Competition is not clear as to whether foreign-to-foreign transactions are subject to supervision or merger filing duties. However, in practice, the BCC will not accept the filing of applications relating to a notification pertaining to foreign-to-foreign transactions. In addition, as of August 2023, no local effect test has been prescribed by the BCC.

Further criteria and guidelines on this subject matter are required.

The Law on Business Competition does not specify the threshold which would trigger the approval and notification requirements. Further criteria and guidelines from the BCC are required.

By law, a filing is mandatory for a combination of businesses that is aimed at restraining competition. A large corporation must seek approval from the BCC pre-closing, but SMEs will be obliged to notify the BCC about the intended business combination, as discussed in our response to "What kinds of transactions are "caught" by the national rules?".

The filings, both for pre-merger approval and notification, must be made prior to the closing.

No, there is no automatic waiting period.

The following documents are required for large enterprise combination filings:

• Application form from the BCC; 
• Copy of the Enterprise Registration Certificate(s);
• Financial Statements for the last 2 years which have been certified by an auditor; and
• Contract or agreement for the combination.

However, as of August 2023, the BCC has not yet prescribed the official application form, and there have been no applications or documents filed with the BBC which are related to a business combination that is aimed at restraining competition.

The Law on Business Competition has not yet prescribed the fee for merger filings. Further rules on this subject matter will be later determined and adopted by the BCC.

With respect to pre-merger approval, upon receipt of the application and supporting documents, the BCC must examine the documents within 7 days. If the documents and information are considered to be complete, the BCC must render a decision as to whether or not the business combination has been approved within 30 days, which can be extended by up to another 30 days.

There is no statutory timeframe for a pre-merger notification.

The Law on Business Competition is silent on the substantive test or criteria for approving a business combination. Further criteria and guidelines on this subject matter will be prescribed by the BCC.

The BCC can approve or reject a business combination that is subject to pre-merger approval. However, the Law on Business Competition is not clear as to whether or not the BCC has the authority to impose any conditions or remedies, either behavioral or structural, for the business combination at issue. Since there have not yet been any merger notifications filed, therefore, no case studies are available.

The Law on Business Competition does not expressly allow the parties to actively offer commitments to the BCC as a remedy for the business combination at issue. Further guidelines or interpretations from the BCC are required.

The Law on Business Competition provides several sanctions for an individual or legal entity who/which fails to file, or who/which files an incorrect/incomplete notification, including education, warnings, fines, compensation for damages, and punishment under relevant laws, depending on the specific circumstances of the violation. Some of these sanctions must still be detailed in a separate regulation, which has not yet been published. In practice, the authorities have not yet imposed any sanctions for such violations, given the lack of regulations that have been implemented in regard to provisions of Law Relating to Business Competition involving business combinations. It remains to be seen how strictly the rules will be enforced in the future.

That being said, Article 300 of the Laos Penal Code contains provisions that are related to a failure to submit reports on economic management, which could potentially apply to cases of non-compliance with the notification requirements. This article provides for imprisonment sentences and fines ranging from LAK 5 million to LAK 10. Article 303 of the Penal Code provides sanctions, which are specific to a breach of business competition regulations, in the form of fines ranging from LAK 10 million to LAK 100 million. To date, there have been no precedents set in terms of applying these penalties in relation to filings for business combinations.

The law is silent on the penalties which are applicable to the implementation of a merger before clearance, or for a prohibited merger.

According to the Law on Business Competition, the BCC has a duty to examine the applications for business combinations that may restrain business competition. However, the Law on Business Competition does not suggest that the BCC has the power to inspect/challenge mergers that are not notifiable.

To date, Lao law has not provided any procedural guidelines which must be followed in the event that the BCC wishes to challenge an unnotified transaction. There is also no precedent for the BCC with respect to an unnotified transaction, which would allow the procedure in practice to be identified.

To date, no business combination has been considered by the BCC. In practice, merger controls may not be enforceable due to the deficiency in subordinate rules and guidelines clarifying the thresholds, criteria, and rules on merger filings. In addition, the lack of resources available to the BCC, coupled with the fact that M&A deals are not currently a major trend in the Lao market, suggest that business combinations are not likely to become a priority for the BCC in the near future.

The business competition landscape in Laos is relatively new, and the BCC has not encountered any cases involving combinations of enterprises. It is, therefore, essential for enterprises that are intending to file a notification for a merger to engage in prior consultation with the BCC in regard to the necessary procedures, the timeline for filing the merger, and the evaluation process. The BCC will evaluate each application on a case-by-case basis, taking into account the specific circumstances and factors relevant to the merger under consideration. It is advisable for enterprises to seek guidance and clarification from the BCC to ensure compliance with the merger filing requirements, and to understand the BCC's approach to assessing mergers in this evolving business competition environment in Laos.