Company secretary roles and responsibilities in Cambodia.

Cambodia has strengthened its corporate governance framework in recent years, including an explicit requirement for limited companies to appoint a company secretary. This change followed amendments to the Law on Commercial Enterprises promulgated on 29 January 2022, which introduced the concept of a company secretary and replaced earlier references to a registered agent in several provisions. The reform aims to clarify who receives official documents on a company’s behalf and to formalise responsibilities around records, filings and meeting administration.

Under the amended regime, a company secretary is a person with a permanent address in Cambodia. The role centres on maintaining official records, receiving legal documents and supporting the board and shareholders with compliant procedures.

This guide explains who needs a company secretary, what the role covers in practice and how the position supports compliance with the corporate governance requirement.

Legal requirements for company secretaries in Cambodia

Applicability and mandatory requirements

The 2022 amendment to the Law on Commercial Enterprises introduced the term “company secretary” in place of “registered agent” across several articles, making the appointment of a company secretary mandatory for limited companies. The law clarifies that the secretary is the person who receives and keeps official documents on the company’s behalf, including court summonses and records such as accounting statements and minutes.

In Cambodia, the Law on Commercial Enterprises governs partnerships and companies, including private and public limited companies. The secretary requirement applies to limited companies registered with the Ministry of Commerce. Other structures, such as representative offices or foreign branches, follow their own rules, so investors should confirm obligations based on their chosen form of presence.

Qualifications and appointment

The law states that a company secretary holds a permanent address in Cambodia. There is no requirement that the person be a Cambodian national, although residency in Cambodia is required.

The law does not prescribe a fixed term for the company secretary. Companies typically address appointment terms, removal and replacement procedures in their constitutional documents and board resolutions, then record any changes with the Registrar.

Key roles and responsibilities

Corporate governance and compliance

A company secretary helps the company align with Cambodian company law and related regulations by maintaining complete and accurate records and acting as the registered recipient of official documents. This includes holding accounting records, financial statements and meeting minutes, as well as receiving court notices and other formal communications directed to the company.

Maintaining statutory registers and core records is part of the role. In practice this covers shareholder and director registers, minute books and resolutions, as well as any required records or filings that reflect Cambodian practice.

Board and shareholder support

The secretary coordinates board and shareholder meeting. Typical tasks include preparing agendas, issuing notices according to the constitutional documents, collating board packs, recording minutes and preparing written resolutions for signature. Accurate minutes and records provide an official history of the board’s decisions and are commonly requested during due diligence and audits.

For shareholder meetings, the secretary helps ensure that notice periods, quorum and voting procedures are observed. After meetings, the secretary finalises minutes

Advisory functions

The secretary assists the board and management on practical governance matters, including meeting procedures, documentary standards and the timing of filings across the corporate calendar. This support helps directors in fulfilling their duties under Cambodian law and the company’s constitutional documents.

Benefits of appointing a company secretary

Mitigation of legal and compliance risks

A secretary who tracks deadlines and maintains orderly records reduces the likelihood of missed filings, penalties and disputes over board decisions. The role also ensures official documents are received and acknowledged in a timely way.

Streamlined corporate operations and record‑keeping

Meeting packs, minutes and registers are prepared consistently, which saves time for directors and supports efficient audits or due diligence.

Enhanced credibility and investor confidence

Consistent filings and clear governance documentation improve transparency, which investors and lenders value when assessing Cambodian entities.

Support for foreign investors unfamiliar with local regulations

International founders often benefit from guidance on the Ministry of Commerce portal, annual declaration procedures and tax timelines, which differ from other jurisdictions. A secretary with local experience helps bridge these gaps.

Conclusion

The introduction of a formal company secretary role brought Cambodia closer to common international practice and provided clarity around who receives official documents and how core records are kept. For limited companies, appointing a resident secretary is a defined legal requirement, and the position plays a central part in meeting obligations under company law, the Ministry of Commerce’s annual declaration regime, and the Law on Accounting and Auditing. With a clear remit that spans meetings, records and filings, an effective secretary gives boards the structure needed to operate confidently in Cambodia.

How Acclime can help with company secretarial services in Cambodia

Acclime provides end‑to‑end company secretarial support in Cambodia, including serving as the appointed resident company secretary, maintaining statutory registers and minutes, preparing and lodging changes with the Ministry of Commerce, coordinating the annual declaration window, and working alongside finance teams on annual tax timelines. The team monitors regulatory updates, manages reminders across the corporate calendar and liaises with authorities on a client’s behalf, which is particularly helpful for cross‑border groups and new entrants to the market.