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[null,"Prepared By:","Contributors:"]
[null,"Tilleke & Gibbins","Kobkit Thienpreecha"]
[]
[]
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["Lex Mundi Global Merger Notification Guide"]
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["Report Generated: 11/19/2025"]
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["View your report results on next tab"]

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["Question","Laos"]
["Lex Mundi Merger Notification"]
["Is there a regulatory regime applicable to mergers and similar transactions?","Yes. In Laos, the applicable national regulatory agencies for mergers and similar transactions are governed by two key laws: (i) the first is the \nLaw 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 \nLaw 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.\n"]
["Identify the applicable national regulatory agency/agencies.","The Business Competition Commission (\"\nBCC\") is the national regulatory agency tasked with approving applications for mergers and similar transactions.\n"]
["Is there a supranational regulatory agency (e.g., the European Commission) that has, or may have exclusive competence? If so, indicate.","No supranational regulatory agency has jurisdiction in Laos.\n"]
["Are there merger filing requirements? If so, where are they set out?","Yes. \nSection 3 of the \nLaw 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.\n"]
["What kinds of transactions are \"caught\" by the national rules? (Identify any notable exceptions.)"," 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: \n \n Holding market share in the relevant market which is over the threshold defined by the BCC ; \n Restraining market access and the development of technology; or \n Creating a negative impact on consumers, other business operators, and the national socio-economic development. \n \n The criteria and explanatory guidelines on the conditions above will be further prescribed by the BCC . \n A combination of businesses between small and medium enterprises (\" SME s\") 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 . \n The mandatory merger filing will be exempted for a combination of businesses involving the following circumstances: \n \n 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 \n \n The combination of businesses will contribute to the growth of exports, or foster technological and technical development. "]
["Is notification required for minority investments?","The \nLaw on Business Competition is not clear as to whether minority investments will be subject to merger controls. The \nBCC has not issued any guidelines clarifying its exact scope.\n"]
["Are foreign-to-foreign transactions captured by the merger control regime, and is there a local effects test?","The \nLaw 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 \nBCC will not accept the filing of applications relating to a notification pertaining to foreign-to-foreign transactions. In addition, as of May 2025, no local effect test has been prescribed by the \nBCC.\nFurther criteria and guidelines on this subject matter are required.\n"]
["What are the relevant thresholds for notification?","The \nLaw on Business Competition does not specify the threshold which would trigger the approval and notification requirements. Further criteria and guidelines from the \nBCC are required.\n"]
["Is the filing voluntary or mandatory?","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 \nBCC pre-closing, but \nSMEs will be obliged to notify the \nBCC about the intended business combination, as discussed in our response to \"\nWhat kinds of transactions are \"caught\" by the national rules?\".\n"]
["Provide the time in which a filing must be made.","The filings, both for pre-merger approval and notification, must be made prior to the closing.\n"]
["Is there an automatic waiting period? If so, please specify.","No, there is no automatic waiting period.\n"]
["What are the form and content of the initial filing?"," The following documents are required for large enterprise combination filings: \n \n Application form from the BCC ;  \n Copy of the Enterprise Registration Certificate(s); \n Financial Statements for the last 2 years, which have been certified by an auditor, and \n Contract or agreement for the combination. \n \n However, as of May 2025, the BCC has not yet prescribed the official application form, and there have been no applications or documents filed with the BBC that are related to a business combination that is aimed at restraining competition. "]
["Are filing fees required?","The \nLaw 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 \nBCC.\n"]
["Please provide an overview of the merger review process. Are there time limits within which the regulatory agency must act? Can they be shortened by the parties or be extended by the regulatory agency?","With respect to pre-merger approval, upon receipt of the application and supporting documents, the \nBCC must examine the documents within 7 days. If the documents and information are considered to be complete, the \nBCC 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.\nThere is no statutory timeframe for a pre-merger notification.\n"]
["What is the substantive test for clearance?","The \nLaw 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 \nBCC.\n"]
["What decisions can the agency make in relation to a notified merger (e.g. approval, approval with conditions or prohibition)?","The \nBCC can approve or reject a business combination that is subject to pre-merger approval. However, the \nLaw on Business Competition is not clear as to whether or not the \nBCC 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.\n"]
["Can parties proactively offer commitments to the agency to remedy identified competition concerns?","The \nLaw on Business Competition does not expressly allow the parties to actively offer commitments to the \nBCC as a remedy for the business combination at issue. Further guidelines or interpretations from the \nBCC are required.\n"]
["Describe the sanctions for not filing or filing an incorrect/incomplete notification.","The \nLaw on Business Competition provides several sanctions for an individual or legal entity/that fails to file, or that 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 \nLaw Relating to Business Competition involving business combinations. It remains to be seen how strictly the rules will be enforced in the future.\nThat being said, \nArticle 300 of the \nLaos 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 million. \nArticle 303 of the \nPenal 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.\n"]
["Describe the penalties applicable to the implementation of a merger before clearance or of a prohibited merger.","The law is silent on the penalties which are applicable to the implementation of a merger before clearance, or for a prohibited merger.\n"]
["Can the agency review and/or challenge mergers that are not notifiable?","According to the \nLaw on Business Competition, the \nBCC has a duty to examine the applications for business combinations that may restrain business competition. However, the \nLaw on Business Competition does not suggest that the \nBCC has the power to inspect/challenge mergers that are not notifiable.\n"]
["Describe the procedures if the agency wants to challenge an unnotified transaction.","To date, Lao law has not provided any procedural guidelines which must be followed in the event that the \nBCC wishes to challenge an unnotified transaction. There is also no precedent for the \nBCC with respect to an unnotified transaction, which would allow the procedure in practice to be identified.\n"]
["Describe, briefly, your assessment of the regulatory agency's current attitudes/activities, including enforcement trends and recent developments.","To date, no business combination has been considered by the \nBCC. 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 \nBCC, 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 \nBCC in the near future.\n"]
["Other important/notable information:","The business competition landscape in Laos is relatively new, and the \nBCC has not encountered any cases involving combinations of enterprises. It is, therefore, essential for enterprises that intend to file a notification for a merger to engage in prior consultation with the \nBCC in regard to the necessary procedures, the timeline for filing the merger, and the evaluation process. The \nBCC 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 \nBCC to ensure compliance with the merger filing requirements and to understand the \nBCC's approach to assessing mergers in this evolving business competition environment in Laos.\nAdditionally, we have been informed by the \nBCC that they are currently in the process of drafting an amended \nLaw on Business Competition, along with a new regulation outlining sanctions for violations of competition rules. This forthcoming regulation is expected to introduce specific penalties that are not currently detailed in the existing law. The \nBCC anticipates that both the amended law and the new regulation will be officially published in 2026.\n"]