Representative Office vs. Company

A representative office is a type of entity that a foreign company can register in Laos. Unlike companies, representative offices are not permitted to conduct any revenue-generating activities. They are typically established to:

1. Collect information related to business, trade, and investment in Laos; and
2. Coordinate with local businesses and the Government of the Lao PDR.

‍

In addition, there is a distinct category of representative offices registered to carry out concession activities under a Memorandum of Understanding (MOU) or an agreement with the Government of the Lao PDR — for example, in relation to investments in energy projects.

A representative office is not required to obtain an operating license, whereas a company generally must obtain one to legally conduct its intended business activities in Laos. As such, some foreign investors may choose to establish a representative office as a preparatory step before registering a company.

A representative office in Laos is permitted to:

• Lease office space;
• Hire both Lao and foreign employees (subject to immigration/work permit requirements); and
• Pay personal income tax on behalf of its employees.

‍

The Representative Office Certificate is typically valid for one year and can be renewed twice, each for a one-year period.

However, in the case of representative offices established for concession-related activities, the certificate is renewable until the completion of the approved project.

To be eligible to register a representative office in Laos, a foreign company must have been incorporated in its home jurisdiction for at least two years.

The key differences between a company and a representative office in Laos are outlined in the table below:

‍

Application for Representative Office Certificate

Below are the main steps involved in registering a representative office in Laos:

1. Apply for the Representative Office Certificate;
2. Apply for a Tax Identification Number;
3. Open a bank account in Laos;
4. Import registered capital and apply for the Capital Importation Certificate;
5. Apply for the Representative Office seal and obtain seal approval.

‍

The usual timeframe for obtaining the Representative Office Certificate is approximately two to three months from the date a complete application is filed with the Ministry of Planning and Investment (MPI).

The Representative Office Certificate is an official document confirming that a representative office is duly registered in Laos. It includes key details such as the permitted activities and the name of the appointed manager of the representative office.

To support the application for the Representative Office Certificate, the following documents must be prepared:

1. Power of Attorney – authorising a representative (e.g. legal adviser) to submit the application on your behalf, if applicable;
2. Application Form – for the establishment of the representative office;
3. Articles of Association – of the representative office;
4. Board of Directors’ or Shareholders’ Resolution – from the parent company, approving the establishment of the representative office and appointing its manager;
5. Latest Financial Statement – of the parent company;
6. Company Registration Certificate – a copy of the parent company’s registration certificate;
7. Passport Copy and CV – of the proposed head of the representative office;
8. Any Other Documents – as may be requested by the relevant authorities.

‍

Other Steps

In addition to obtaining the Representative Office Certificate, a representative office must complete the following steps:

1. Obtain the Representative Office Seal and Seal Approval
   The office must apply for the official Representative Office Seal and its approval from the Ministry of Public Security.
2. Apply for a Tax Identification Number (TIN)
   Within 30 days of receiving the Representative Office Certificate, the office is required to apply to the Ministry of Finance for a tax identification number.
3. Open a Bank Account and Import Registered Capital
   The representative office must open a bank account in Laos and import its registered capital within 60 days of the issuance of the Representative Office Certificate.
4. Obtain the Capital Importation Certificate
   After importing the capital, the office must apply to the Bank of Lao PDR to obtain a Capital Importation Certificate.