Establishing and maintaining a business in Cambodia involves meeting several legal and administrative requirements. In addition to company registration, business owners must comply with various corporate governance positions, documentation duties and operational standards. These include appointing directors, managing shareholder meetings, filing financial records and ensuring employee rights.
This guide outlines the essential governance roles and ongoing compliance obligations for companies operating in Cambodia, providing a comprehensive reference for entrepreneurs and business owners.
- A private limited company in Cambodia requires at least one director and up to 30 shareholders.
- Companies must file an annual declaration, maintain accounting records for 10 years and conduct audits if they meet certain thresholds.
- A registered office and accurate records (in Khmer and optionally another language) must be maintained within Cambodia.
- Employee entitlements include annual leave, paid public holidays and maternity leave, with conditions guided by Cambodia’s Labour Law.
- Foreign nationals must hold the appropriate visa class and obtain a work permit before working in Cambodia, with permits renewed annually.
Company setup requirements in Cambodia
Before a company can operate in Cambodia, several formation requirements must be met, spanning the choice of company name through to the composition of directors and shareholders. These requirements apply to both private and public limited companies.
Company name
To reserve a company name, an application must be submitted to the Ministry of Commerce (MoC). Upon payment and approval, the name is reserved for two weeks, and an additional payment is required to extend this period. Once registered, companies must display their name in Khmer on public documents and signage, with the Khmer version appearing above and in a larger font than any foreign language version.
Articles of incorporation
As stipulated by Article 93 of the Law on Commercial Enterprises, the articles must include:
- Company name and registered address
- Objectives
- Authorised capital
- Share classes and par values
- Restrictions on share ownership or transfer (if any)
- Shareholder names and addresses
- Number of directors
Directors and shareholders
A private limited company must have at least one director, while a public limited company requires at least three. There are no nationality or residency restrictions.
Private limited companies must have two to 30 shareholders, except for single-member companies. Shareholders can be individuals or corporations. For a detailed overview of the roles of directors and shareholders, see our guide to understanding directors’ and shareholders’ roles and duties.
Company records and registered office
Companies incorporated in Cambodia must maintain a defined set of corporate records and a registered office within the country.
Businesses must maintain:
- Articles of incorporation
- Accounting records
- Shareholder and director resolutions
- Notices and meeting minutes
These records must be stored at the company’s registered office in Cambodia. Every company must maintain a physical office address in the country, which must be listed in its articles of incorporation.
Trademark registration
To register a trademark, submit an application to the MoC with:
- A reproduction of the mark
- A list of goods/services
- Applicant details
Trademark registration is valid for ten years and renewable indefinitely. Marks can be rejected or cancelled if they mislead, violate public order or duplicate existing trademarks. For businesses seeking protection beyond Cambodia, the country’s membership of the Madrid Protocol allows international trademark registration through a single application.
Annual filing and governance obligations
Companies in Cambodia have recurring obligations that keep their registration and governance status current: filing an annual declaration with the MoC and holding shareholders’ general meetings on a defined schedule.
Annual declaration
Companies must file a declaration with the MoC annually, even if no changes have occurred. Failing to do so for three consecutive years may result in the company being classified as inactive, which can lead to dissolution and deregistration, and places its directors and shareholders on an alert list that blocks them from registering new companies or filing amendments with the MoC until the issue is resolved.
Shareholders’ general meeting
An initial meeting must occur within the first year of establishment. Notice must be given at least 20 days prior, and future meetings are to be held after finalising annual financial accounts.
Accounting and tax compliance
Cambodia’s financial year runs from 1 January to 31 December, with a company’s first year ending on 31 December of its incorporation year. Companies must also meet defined recordkeeping, audit and tax filing obligations to remain compliant.
Accounting records
Companies must maintain records for ten years and provide financial statements to shareholders at least 21 days before the annual meeting. Documents must be in Khmer and Cambodian Riel though English and US Dollar versions are permitted with proper approval.
Alongside accounting ledgers and financial statements, companies must retain the underlying business records and, where relevant, transportation and customs documents that support their accounts. The full breakdown of required documents and the ten-year retention rule is set out in the accounting in Cambodia guide.
Audit requirements
Audit is mandatory if a company meets at least two of the following criteria:
- Turnover exceeds KHR 4 billion (approx. USD 1 million)
- Assets exceed KHR 3 billion (approx. USD 750,000)
- More than 100 employees
Companies with public accountability (e.g., banks, insurers) must be audited regardless of their size.
Tax returns filing deadline
Tax returns must be filed on both an annual and monthly basis, with the format and deadline depending on the return type.
- Annual: Filed within three months of the financial year-end
- Monthly: Due by the 20th of each following month for hard copy filing, and the 25th of each following month for electronic filing.
Taxes include prepayment on income (1% of turnover), tax on salary, VAT and withholding taxes, and specific and public lighting taxes. Companies file tax returns through the General Department of Taxation’s (GDT) e-filing system.
Employment and social security compliance
Cambodia’s Labour Law sets out minimum leave entitlements that apply to all employees, alongside a weekly rest requirement and paid time off for illness and childbirth.
| Leave type | Entitlement | Conditions |
|---|---|---|
| Annual leave | 1.5 days per month (18 days annually) | An extra day is granted every three years of continuous service |
| Paid public holidays | 22 designated days per year | If a holiday falls on a weekend, the following weekday is given off |
| Weekly rest day | One full day per week, typically Sunday | Alternative arrangements may be made if operations are affected |
| Sick leave | 100% of salary for month one; 60% for months two and three; unpaid beyond three months | Requires certification from a licensed doctor |
| Maternity leave | 90 days at 50% of wages | Requires at least one year of continuous employment; unpaid if under one year |
National Social Security Fund
All businesses employing workers must register with the National Social Security Fund (NSSF), which covers three schemes covering occupational risk, health care and pensions. Employers and employees share pension contributions equally, with the combined rate increasing in phases over time.
Immigration in Cambodia
To legally enter Cambodia, individuals must obtain specific visas that align with their purpose of entry. The following table provides the types of visas in Cambodia:
| Visa | Description |
|---|---|
| Tourist visa (T-class) | Issued to foreigners who intend to stay in Cambodia for 30 days or less |
| Ordinary visa (E-class) | Issued to foreigners who intend to stay in Cambodia for an extended period of time. There are four types of extensions:
|
| Khmer (K-class) | Issued to Cambodian descendants that enter Cambodia with a foreign passport |
| Official visa (B-class) | Issued to foreign employees of organisations who enter Cambodia with the government’s invitation |
| Courtesy visa (C-class) | Issued to employees of international NGOs that have an MoU with the Ministry of Foreign Affairs |
Foreigners who intend to work in Cambodia are required to obtain a foreigner work permit, evidenced by the issue of a Foreign Employment Card, from the Ministry of Labour and Vocational Training. The work permit is renewable on an annual basis.
Conclusion
Understanding and fulfilling governance and compliance obligations is crucial to operating a legal and sustainable business in Cambodia. From company registration and corporate governance to financial audits, employment rights, taxation and immigration compliance, Cambodian regulations are designed to ensure transparency and accountability in the business environment. Businesses that stay current with tax and social security obligations can operate efficiently and avoid penalties.
How Acclime can help with corporate compliance in Cambodia
Acclime helps businesses in Cambodia stay compliant with all corporate requirements. Our services cover company setup, maintaining statutory records, preparing and filing annual declarations, managing tax and accounting obligations and ensuring proper employment compliance, including NSSF registration and work permits. With local expertise and ongoing support, we make it easier for businesses to meet their obligations and operate with confidence.
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Acclime helps businesses, from funded startups to multinational corporations, start and operate in Cambodia and beyond, navigating local regulatory complexities to maximise opportunities while ensuring compliance. As a trusted partner, we provide premier advisory and corporate services across Cambodia and the Asia-Pacific region.
