Business registration in Cambodia.

Cambodia’s Law on Commercial Enterprises provides three main structures for foreign businesses:

• Limited liability company (LLC) is the most common choice for foreign investors. A separate legal entity that limits shareholder liability to paid-up capital and can engage in unrestricted commercial activities. Minimum registered capital is KHR 4,000,000 (approximately USD 1,000).
• Foreign branch office is an extension of the parent company with no separate legal personality. The parent retains full liability for Cambodian operations.
• Representative office is suited to market research and liaison activities only. Cannot generate revenue or enter commercial contracts.

Setup time for all three structures is typically four to six weeks.

Registration of a limited liability company, foreign branch office or representative office typically takes four to six weeks from submission of a complete application to the Ministry of Commerce (MoC). The timeline covers name reservation, MoC registration and subsequent registration with the General Department of Taxation (GDT).

Delays most commonly arise from incomplete documentation or translation requirements, as articles of incorporation must be filed in Khmer. Companies intending to employ foreign staff should allow additional time for work permit and quota applications with the Ministry of Labour and Vocational Training.

Cambodia permits 100% foreign ownership of companies in most sectors under the 2021 Law on Investment, making it one of the more open foreign investment environments in Southeast Asia. A foreign individual or corporate entity can be the sole shareholder of a Cambodian LLC with no requirement for a local partner.

The principal exception is land. The Cambodian Constitution prohibits foreigners from owning land directly, though long-term leases of up to 50 years are available. Certain sectors are also subject to restrictions under the negative list established by Sub-Decree No. 111.

While Cambodia’s investment framework is broadly open, a negative list under Sub-Decree No. 111 (amended by Sub-Decree 139) identifies sectors where foreign participation is prohibited or requires Cambodian majority ownership. Restricted activities include cigarette manufacturing, movie production, rice milling and gemstone mining and processing. Broadcast media and certain land-related activities also require Cambodian majority control.

Outside the negative list, foreign investors are legally entitled to the same treatment as domestic investors under the Law on Investment. Companies entering regulated sectors should seek legal advice to confirm whether their specific activities require a local partner or additional licensing.

A Cambodian LLC requires at least one director, who must be a natural person aged 18 or over. There are no nationality or residency requirements, meaning a foreign director based entirely overseas can hold the position. Corporate entities cannot serve as directors. All director appointments must be registered with the Ministry of Commerce and are a matter of public commercial record.

From 2022, companies are also required to appoint a company secretary, though the MoC mechanism for recording this appointment was still being implemented at the time of writing. Separately, a registered agent who is a resident of Cambodia must be appointed to receive official correspondence on behalf of the company.

Cambodian companies operate within a compliance framework governed by three bodies, namely the Ministry of Commerce (MoC), the General Department of Taxation (GDT) and the Accounting and Auditing Regulator (ACAR). Key obligations include:

• Monthly tax declarations (VAT, withholding tax, salary tax) e-filed to the GDT by the 25th of the following month
• Annual tax on income (TOI) return filed within three months of year-end
• Patent tax certificate renewal by 31 March each year
• Annual declaration of commercial enterprise (ADCE) submitted to the MoC within 90 days of the date in the MoC notification
• Financial statements submitted to ACAR within three months plus 15 days of year-end (unaudited) or six months plus 15 days (audited)
• Monthly NSSF contributions for employees

Non-compliance can result in additional tax of 10 to 40% of the underpaid amount and monthly interest at 1.5%. Persistent failures risk licence suspension or MoC deregistration. See our guide to annual filing requirements in Cambodia for a full compliance calendar.