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[null,"Prepared By:","Contributors:"]
[null,"Tilleke & Gibbins"]
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[]
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["Social Enterprise Law Surveys"]
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["Report Generated: 5/2/2025"]
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["View your report results on next tab"]

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["Question","Laos"]
["I. Enterprise Form"]
["What jurisdiction(s) do you practice in?","Laos\n"]
["What are the most commonly used types of for-profit corporate organizational forms in your jurisdiction (e.g., corporation, limited liability company, benefit corporation, social purpose corporation, etc.) used by Enterprises operating a trade or business (rather than for investment or holding company purposes)? Please briefly describe these forms. a. Of these, which are the most common for-profit organizational forms used by Enterprises seeking financing from investors and that will have multiple owners? b. Other than organizational forms specifically designed for Social Enterprises (and discussed below under Question 4), which, if any, are the most common for-profit organizational forms used by Social Enterprises?","The types of legal structure in Lao PDR are rather limited. A private limited company is the most common form of a for-profit company in Lao PDR. The principles of this legal structure in Lao PDR do not differ very much from other jurisdictions. Private limited companies and sole limited companies are governed in the same manner by the Law on Enterprises, save for practical exceptions (e.g., shareholders’ meeting).\nShareholders in a private limited company can be either individuals or legal entities and they are responsible for the capital that they have respectively brought to the limited company. The Law on Enterprises sets out a list of rights to protect the rights and interests of shareholders. Among other rights, shareholders can obtain and examine the records, receive dividends from their shareholding of these companies, and file a complaint against the directors or any employee of these companies if their interests are prejudiced.\nIn a private limited company, dividends are distributed when approved by its shareholders in their meeting. However, if the limited company sustains accumulated losses from the previous year, it may not distribute dividends. Whenever the company wishes to raise its capital, it can issue shares to private investors. Unlike public-listed companies, the company cannot raise its funds from the general public.\nPrivate limited companies may have restrictions with regards to foreign investment, so it is important to know the type of business that is contemplated prior to carrying out the incorporation process. Similarly, the local authorities are rather unfamiliar with the concept of for-profit legal structure, or with the concept of social enterprise as a whole, carrying out social missions while also having a business purpose to the existent of the legal structure, and as such, it is very unlikely that specific tax incentives may be granted in this regard.\nAs private limited companies may have restrictions on foreign investment, it is important to know the contemplated business’ type before carrying out its corresponding incorporation process.\nMoreover, the local authorities are unlikely to grant specific tax incentives, because they are rather unfamiliar with for-profit legal structures carrying out social missions while also having a business purpose to the existent of the legal structure.\na. Private limited companies are certainly the most common for-profit organizational form. The regulatory framework of these companies is well-known, and may have multiple shareholders or seek financing (not donations) from investors.\nb. The term, “Social Enterprises,” is not recognized in Lao PDR. However, the country does not preclude investors and individuals from setting up entities that may have more or less the same objective as Social Enterprises (in this context). A key entity that is deemed the closest form to these Social Enterprises is the “Labor Skills Development Center.”\nLao PDR provides “Labor Skills Development Centers” to be used as an organization form by for-profit companies with “social purposes.” This organizational form has remained relatively unexplored as only a few of these centers have been found in the country. As labor skills development centers, with the objective of training people to improve their skills or teach new skills, these companies are permitted to operate any activity. As Lao laws have yet to provide the requirements and conditions for such a legal structure, companies that fulfill such an objective are recommended to consult the local authorities accordingly.\nAccording to our latest discussions with the authorities, we have been informed the operation of labor skills development centers is similar to that of limited companies. Foreign nationals are entitled to invest in and assume 100 percent ownership of these centers depending on the activities they are to carry out.\nThe Labor Law refers to labor skills development centers. The main ministry in charge of establishing these centers is the Ministry of Labor and Social Welfare. The ministry is permitted to authorize deserving companies` to use this organizational form for three years and require them to renew such an authorization accordingly.\n"]
["Do any of your jurisdiction’s traditional organizational forms require or permit the board or managers to consider, balance or prioritize interests other than shareholder value in decision making? What other interests, if any, are they required to or allowed to consider (e.g., interests of employees, customers, the environment, etc.)?","Private limited companies have no specific requirements by Lao law. Despite this, these companies can decide to follow their respective Articles of Association.\n"]
["Does your jurisdiction have organizational forms specifically designed for Social Enterprises? If so: a. What type(s) of organizational forms are they? b. How do they materially differ from the most closely analogous traditional organizational form? c. What are the main benefits for founders and funders of such organizational forms? d. Are there any restrictions on the use of these organizational forms (such as profit-caps, stakeholder involvement and impact reporting)? If there are, what are they? e. Are there any material differences in timing or costs for forming a Social Enterprise versus a traditional Enterprise? f. How prevalent and well known are Social Enterprise forms?","The term, “Social Enterprises,” is not recognized in Lao PDR. However, the country does not preclude investors and individuals from setting up entities that may have more or less the same objective as Social Enterprises (in this context). A key entity that is deemed the closest form to these Social Enterprises is the “Labor Skills Development Center.”\nLabor Skills Development Center\n(b) Differs from private limited companies because the purpose of such a legal structure must also include the training and development of labor for the Lao economy. According to our discussions with the authorities, activities are not restricted to a specific industry. These centers usually target specific groups of people: disadvantaged persons, the poor, and the disabled; persons without qualifications, persons changing careers, and the unemployed; persons with real experience; persons with basic qualifications and persons with a level of skill that can be upgraded; and other interested persons.\n\n\nThis type of structure is also required to have trainers and personnel with a high standard of qualification (although there is no specific standard provided), capacity, and experience or expertise; internal regulations governing management and evaluation of labor skills; labor skills development course content consistent with the labor market; and appropriate premises, materials, training and equipment used for skills development and evaluation.\n(c) Investment in a viable and sustainable company in a country with a serious need for qualified workers.\n(d) Current regulations have not provided these restrictions in Lao PDR.\n(e) There are no timing or cost differences by law. Instead, additional approvals from the authorities, especially from the Ministry of Labor and Social Welfare are likely to be required.\n(f) As provided, this type of structure has been rather unexplored in Lao PDR; thus, there are few instances in the country.\n"]
["Are Social Enterprises permitted to be formed and operated as Nonprofits? If so: a. Are Nonprofits that are Social Enterprises treated differently under the law as compared to Nonprofits that are not Social Enterprises, whether from a corporate, tax or other perspective? b. Are there any material benefits of, and/or restrictions on, using a Nonprofit form for Social Enterprises that does not apply to Nonprofits that are not Social Enterprises? c. Is there any type of “hybrid” Nonprofit form that requires less reporting and/or allows for faster formation? If so, please describe the drawbacks of utilizing this form (i.e. fewer tax benefits). d. How prevalent is the use of Nonprofits for Social Enterprises?","No. As provided earlier, the term, “Social Enterprises,” is not recognized in the Lao laws. Generally, Lao authorities have not associated private limited companies with social missions and strictly considered non-profit organizations to be associations, non-governmental organizations, or the like.\n"]
["Does your jurisdiction allow for worker-owned Enterprises, such as cooperatives? If so, please describe any material benefits of, and/or restrictions on, using such forms.","Yes. The Lao regulatory framework allows for cooperatives and does not seem to restrict the type of business that may be available for them. Primarily, cooperatives in Laos allow their members to have ownership of its legal structure, and direct involvement in its management and administration.\nCurrently, local authorities are encouraging the establishment of these cooperatives; for example, the country’s authority for its agricultural sector has advocated for cooperatives for facilitating nationwide access to financing, transfer of knowledge and technologies; sharing infrastructure essential for the development of the sector, and even mass advertising and marketing of local products.\n"]
["Are there unique reporting requirements for Social Enterprises? If there are, please describe them. Please also discuss what government bodies Social Enterprises are required to report to.","As provided earlier, the term, “Social Enterprises,” is not recognized in the Lao laws. Despite this, the country does not preclude investors and individuals from setting up entities that may have more or less the same objective as Social Enterprises (in this context). A key entity that is deemed the closest form to these Social Enterprises is the “Labor Skills Development Center.”\nUnlike other for-profit organizational forms, investors and individuals can organize an entity that has a social mission (a similar objective as that of a Social Enterprise) as a private limited company, or a Labor Skills Development Center, without additional requirements.\nOn the other hand, investors and individuals that decide to organize such an entity as a non-profit organization (e.g., association and non-governmental organizations) must report its operation of activities of a social mission entirely to the authorities of the central level (e.g., ministry) and the activities’ locations (e.g., districts or cities).  Given that they have been closely scrutinized, non-profit organizations have been required to report their general operations to these authorities.\n"]
["In your jurisdiction, has case law and jurisprudence evolved to address Social Enterprises? If there is meaningful jurisprudence around Social Enterprises, please provide some brief examples.","No. To note, even if case law and jurisprudence are evolved in this regard, it will be difficult to answer this question as in Lao PDR, judicial and administrative decisions are confidential and the study of precedents is very challenging.\n"]
["Does your jurisdiction have any ESG requirements for Enterprises generally? If it does, please describe.","No.\n"]
["Does your jurisdiction have any ESG requirements specifically for Social Enterprises? If it does, please describe.","No.\n"]
["Does your jurisdiction have any ESG requirements for investors? If it does, please describe.","No.\n"]
["II. Funding"]
["Are any major investor classes (e.g., pension funds, mutual funds, etc.) required to look at ESG issues when making investment decisions in your jurisdiction? a. If they are, please describe the requirements. b. If they are not, are they permitted to consider such factors? c. What other relevant factors do investors tend to consider (aside from profit motive).","No.\n"]
["What kinds of philanthropic funding do Social Enterprises in your jurisdiction commonly receive (e.g., grants, charitable investment, traditional investment)?","As provided earlier, the term, “Social Enterprises,” is not recognized in the Lao laws. Despite this, the country does not preclude investors and individuals from setting up entities that may have more or less the same objective as Social Enterprises (in this context) in, for example, non-profit or for-profit organizational forms. Specifically, these entities are permitted to receive grants, charitable investments, and traditional investments.\nIn this case, the country permits charitable investments, funds collected from the public, and donations to be issued to non-profit organizations only. Also, generally, funds received from foreign countries typically require the approval of the Ministry of Foreign Affairs, which is expected to consult the Ministry of Home Affairs.\nOn the other hand, these entities that are established with a for-profit structure are expected to receive traditional investments.\n"]
["How prevalent, if at all, are new for-profit impact investments in your jurisdiction (e.g. traditional instruments with impact terms, new investment instruments, aggregation with philanthropic capital, community based funding, etc.)?","For-profit impact investments remain underdeveloped as of yet.\n"]
["What are the types of government funding and support available to Social Enterprises, if any, available in your jurisdiction (e.g., grants, investments, bonds, and guarantees)? a. How difficult is it for Social Enterprises to obtain government funding? b. Is any government funding limited to Enterprises incorporated using Social Enterprise forms?","There is no special government funding available for Social Enterprises in Laos PDR.\n"]
["Are there any companies that are formed as a Social Enterprise listed on your jurisdiction’s leading securities exchange(s)?","No.\n"]
["To what extent are publicly traded Enterprises required to disclose ESG related factors in annual reports/public filings in your jurisdiction.","They are not required to disclose ESG factors.\n"]
["How prevalent, if at all, are impact bonds in your jurisdiction?","None.\n"]
["In your jurisdiction, are there any restrictions on foreign investments or donations that are unique to Social Enterprises (whether incorporated as for profit entities or as Nonprofits)?","No.\n"]
["Is “crowdfunding” legal in your jurisdiction? Are there rules under applicable securities laws that make it easier for smaller businesses or Social Enterprises to take money from investors that are not sophisticated/accredited/qualified under applicable statutes?","Crowdfunding is unregulated in Lao PDR. Despite this flexibility, we find it difficult to consider this type of fund to be entirely unregulated because, according to Lao law, for-profit enterprises are not supposed to receive funds or donations from the public. The central bank, which is the Bank of Lao PDR, has yet to regulate or take a formal stance on crowdfunding.\n"]
["III. Tax"]
["Are there any tax exemptions that are uniquely available for Social Enterprises? a. Please describe any tax exemptions that are available and whether they are partial or full. b. Are they dependent on the Social Enterprise utilized using a specific organizational form (e.g., for profit vs. Nonprofit form)? c. Please describe any other key requirements of the available tax exemptions (e.g., restrictions on sources or uses of funds, restrictions on commercial activities, etc.).","Generally, non-profit organizations, including entities that may have a similar objective as that of Social Enterprises (in this context) and are organized as a non-profit organization, can receive tax exemptions by being applied with two key tax exemption provisions – one being that they do not have to pay income tax.\nOn the other hand, these tax exemptions are not available to these entities with a for-profit organizational form.\n"]
["Are individuals or other organizations able to provide tax deductible donations to for-profit Social Enterprises? If they are, please describe any restrictions applicable to tax deductible donations?","No.\n"]
["Are there any other tax benefits uniquely available for Social Enterprises? (e.g. deferrals, favorable tax rates, business deductions, etc.)","No.\n"]
["Does your jurisdiction provide for reciprocal recognition of tax-exempt status that has been granted under the law of any other jurisdictions?","No.\n"]
["IV. Governmental Infrastructure"]
["Does your jurisdiction have Regulatory Sandboxes or similar policy frameworks for Social Enterprises? If it does, please describe.","No.\n"]
["What government operational support, resources, training or services, are available for small businesses or Social Enterprises?","As for small businesses, the Ministry of Industry and Commerce has put in place the “Small and Medium Enterprise Promotion Fund” to support small and medium-sized enterprises (SMEs) in their expansion and competitiveness and facilitate their access to credit for purposes that are to be defined by the government occasionally.\nMoreover, during the COVID-19 pandemic, the government has also helped SMEs, including the inquired small businesses, by establishing a low-interest loan scheme with the support of the country’s commercial banks. With this scheme, SMEs can enter into a loan agreement providing a very low interest rate to face the adverse impact of the pandemic. \n"]
["Are there different compliance requirements for different types of Social Enterprises than for traditional Enterprises? Please provide examples if there are.","No.\n"]
["Is there a dedicated government agency or department that oversees Social Enterprises? If there is, please describe its mandate and effectiveness.","No.\n"]
["Is there a different bankruptcy system available for Social Enterprises?","No.\n"]
["VI. Miscellaneous"]
["What are the average time and filing fees to form an Enterprise in your jurisdiction?","By law, the time to incorporate a private limited company is 10 working days. However, this time may differ in practice.\nIn addition, the given time does not factor in the operating license that may be necessary for a company before it operates its contemplated activity.\nLastly, the filing fees, which are very reasonable and should not discourage the incorporation of an entity, may differ depending on the selected entity’s type of contemplated activity.\n"]
["What government or third-party certifications or accreditations, if any, are available for Social Enterprises that allow for access to benefits e.g. funding, beneficial tax status, etc.? Please provide examples and briefly describe them as well as the standards there are to maintain them.","None.\n"]
["Please describe whether, in your opinion, startups and other entrepreneurial Enterprises generally can easily form and flourish in your jurisdiction.","Startups and other entrepreneurial Enterprises may deem the Lao market to be challenging because of its low consumer base, limited financial access, and lack of financial infrastructure throughout the country.\nHowever, these pioneers may find this relatively untapped market advantage for investments and economic growth. Recently, startups and application-based businesses have flourished, along with the expanding accessibility to fintech, mobile payment services, and e-commerce platforms nationwide.\n"]
["Please describe whether, in your opinion, Social Enterprises, in particular, can easily form and flourish in your jurisdiction.","Forming a for-profit organization to pursue a social mission is not particularly attractive as, to date, there are no particular incentives to pursue a social mission while setting up a for-profit structure. Unless the regulatory framework is amended in this respect and allows for the creation of Social Enterprises with a specific social purpose to their business, it is difficult that these be formed in a large number and flourish as compared to another type of legal structure.\nWithout any formal incentives provided, forming an entity with a social mission as a for-profit organization has not been deemed to be particularly attractive to investors and individuals in Lao PDR. Unless the country’s regulatory framework is amended to allow for these organizations to be established, this form of Social Enterprise, in this context, is difficult to be widely used compared to other organizational forms.\nLikewise, organizing such an entity as a non-profit organization (either as a domestic association or an international organization) has been challenging due to its lengthy establishment process, which can take several months or years before it is completed.\n"]
["Please describe whether in your opinion there are any laws that are obstructive to the formation of Social Enterprises (i.e. that actively disfavor or penalize, or otherwise discourage their formation) in your jurisdiction (for example, are Social Enterprises subject to legislation prohibiting inclusion of Social Enterprises in government contract procurement)?","Lao PDR has yet to enact any regulation to set up Social Enterprises in this context.\n"]
["In your jurisdiction, are there any major fraud concerns or defects due to corruption or fraud that should be addressed? If there are, please briefly discuss the concerns or defects.","No.\n"]
["What changes to the law do you think would be most beneficial to enabling Social Enterprises to flourish in your jurisdiction?"," \n\t Recognizing formal Social Enterprises in the Lao regulatory framework. As provided earlier, Lao laws have not recognized the term, “Social Enterprises,” but have permitted investors and individuals to set up entities that may have more or less the same objective as that of Social Enterprises (in this context). For instance, some of Lao PDR’s neighboring countries (e.g., Thailand and Vietnam) have recognized that an entity with a for-profit structure can also pursue a social mission; not restricted its activities’ types; restricted unreasonably foreign investment; and allowed for its fast and rapid incorporation process. \n\t Providing tax benefits to Social Enterprises utilizing for-profit Enterprise forms. \n\t Allowing crowdfunding expressly, so that operators willing to have recourse to it do not face any legal uncertainty. \n \n"]
["What changes to the law do you think would be most beneficial to enhancing the social and environmental responsibility of Enterprises generally (whether or not Social Enterprises)?","The Lao regulatory framework does not provide a mandatory or recommended ESG scheme. While the government has called for green, responsible, and sustainable investment, it has yet to offer guidance to local and foreign investors in this regard. Accordingly, we find that it is difficult for the country to have an indicator on domestic enterprises, and on the potential benefits of their investments for the local economy, society, and environment.\n"]
["Is there anything else you would like to add or guidance you would like to provide? Are there any questions we should have asked but did not?","None.\n"]