Corporate compliance requirements for Cambodia companies.

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Corporate compliance requirements for Cambodia companies

This is a complete list of the corporate compliance requirements in Cambodia.

Once a company is registered, or even during the registration process, there are several compliance requirements that the company must meet and complete.

Let’s start with the company start up requirements.

What are the company set up requirements in Cambodia?

Company name

To reserve a company’s name, the name application must be submitted to the Ministry of Commerce’s Business Registration Department.

Once you have paid for the name reservation, the name will be reserved, and no other company will be able to use the name you have proposed.

Upon approval, the name will stay reserved for two weeks from the approval date. If you want to extend the reservation period, you must make another payment to reserve the company name for another two weeks. The previous period was three months, but from 1 October 2020, the MoC has issued the notification no. 2993 which amended on the period of reserving the company from three months to 2 weeks only.

Articles of incorporation

According to article 93 of the Law on Commercial Enterprises, the articles of incorporation must contain the following information:

  • The company name
  • The company’s registered office in Cambodia
  • The objectives of the company and restrictions on the business that the company can carry on
  • Authorised capital in Cambodian Riel (minimum capital of KHR 4 million)
  • The classes and maximum number of shares and the par value per shares that the company is authorised to issue
  • If the company is authorised to issue more than one class of shares, the articles of incorporation shall state the maximum number of shares and the par value per share and shall describe the rights, privileges, restrictions and conditions attached to each share
  • If the issue, transfer or ownership of shares of the company is to be restricted, a statement to that effect and a statement as to the nature of such restrictions
  • The name and address of each shareholder
  • The number of directors or maximum and minimum number of directors

Director(s)

A private limited company is required to have a minimum of one director, and public limited company must have at least three directors. There is no restriction on the nationality of the company directors.

Shareholder(s)

A private limited company must have 2 to 30 shareholders, and one individual can form a single-member private limited company. The shareholder(s) can be an individual or corporate.

Display of company name

All companies in Cambodia must display the company name in Khmer. If the name is displayed in a foreign language, the Khmer name must be positioned above and must be larger than the name in the other language.

The Khmer company name must be displayed on all seals, letterheads, signs and documents used for public purposes and on all public advertisements displayed on land, water or in the air within Cambodia.

Company record

Companies must keep records at the registered office in Cambodia.

The company records include:

  • Articles of incorporation
  • Accounting records
  • Copies of all notices required to be sent or filed in accordance with the law
  • Directors’ records
  • Minutes of meetings and directors’ resolutions
  • Resolutions of shareholders
  • Securities register

Registered office

The company must have a registered office in Cambodia which is stated in the company’s articles of incorporation.

Trademark registration

A trademark is any visible sign being capable of distinguishing the goods or services of a company. Signs include colours, devices, labels, letters, logos, names, numerals, signatures, slogans, shapes and words.

To register a trademark, an application must be submitted to the Ministry of Commerce with the following information:

  • Replication of the mark
  • A list of goods and services for which registration of the mark is requested
  • Details of the applicant

According to article 4 of the Laws Concerning Marks, Trade Names and Acts of Unfair Competition, a trademark may not be registered if it is:

  • Incapable of distinguishing the goods or services of one enterprise from those of other enterprises
  • Contrary to public order or morality or good custom
  • Likely to mislead the public or trade circles, in particular, the geographical origin of the goods or services concerned or their nature or characteristics
  • Identical with, or is in an imitation of or contains as an element, which may confuse the public as to whether it is associated with a government, government body or intergovernmental organisation
  • Identical with, or confusingly similar to, or constitutes a translation of, a mark or trade name which is well known in Cambodia for identical or similar goods or services of another enterprise
  • Identical with a mark already on the Register

A registered trademark is valid for 10 years since the date of filing the application and can be renewed as long as the renewal fee is paid. The registration may be cancelled if it can be demonstrated that the mark has not been used in the preceding five years.

Other reasons for removal of the registration of a mark is not complying with the conditions, the applicant no longer has an address in Cambodia, or it is shown to be identical to a mark owned by someone else.

Never miss an important deadline with our detailed compliance calendar.

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Compliance Calendar

 

Ongoing business compliance requirements for companies in Cambodia

Annual declaration

All companies must file an annual declaration stating the status of the company and report any changes to the Ministry of Commerce at the end of each year. Even though there have not been any changes, it is still required to file an annual declaration.

If a company fails to submit the declaration for three consecutive years, the company may be deemed as an illegal company and possibly be deregistered.

Changes that companies are required to report in the annual declaration include:

  • Company name
  • Address of the registered office
  • Registered capital
  • Name of the shareholders and number of shares held by each shareholder
  • Current address of the shareholders
  • Objectives of business
  • Form of company

Shareholders’ general meeting

The directors must organise the first shareholders’ general meeting within one year after the company is established. A notice of the meeting must be given in writing at least 20 days in advance to persons entitled to attend the meeting. The notice must state the date, place and agenda of the meeting. Subsequent meetings must be held after the financial accounts of the company have been finalised.

Accounting and tax compliance requirements for companies in Cambodia

Date of the financial year-end

The financial year in Cambodia begins on 1 January and ends on 31 December.

For newly established companies, the fiscal year is calculated for the first year from the date of incorporation to 31 December of the year of its creation.

Accounting records

A company shall prepare and maintain adequate accounting records for a period of 10 years after the end of the financial year to which the records relate. Directors are required to close account books of each financial year and propose the annual profits for submission to the shareholders and shareholders’ general meeting.

Not less than 21 days before each annual general meeting of shareholders or before the signing of a resolution in lieu of the annual general meeting, a company shall send a copy of the financial statements and supporting documents to each shareholder, except to a shareholder who has informed the company in writing that he does not want a copy of those documents.

Audit of Accounts

Companies that pass two of the following three tests in a financial year need to have their accounts audited:

  • Turnover of more than KHR 4 billion (approximately USD 1 million)
  • Assets of more than KHR 3 billion (approximately USD 750,000)
  • More than 100 employees

Additionally, those companies that do not pass the test above but nonetheless have public accountability must also be audited.  These companies include:

  • An entity that has issued securities (debt or equity) to the public
  • Any entity that holds assets in a fiduciary capacity, eg a bank, insurance company, broker, pension of mutual fund

Safekeeping of proper accounts and records

All books, records and documents must be kept for 10 years at the business premises in Cambodia. The financial accounts must be in Khmer language and Cambodian Riel.  The accounts can also be in another language and USD.

Documents, books and records that are required to be kept include:

  • Accounting books and records:
    • Accounting ledger
    • Accounting journal
    • Statement of accounts
    • Records of payment and receipts
    • Profit and loss statements
    • Balance sheets
    • Letter of credit, applications for letters of credit and bank drafts
    • Records of electronic funds transfer
    • Credit card transactions
    • Bank statements, including cheque records
    • Internal or external audit reports
  • Business records:
    • Purchase and sales records and contracts
    • Purchase orders and agreements
    • Royalty agreements, pricing agreements and warranty agreements
    • Warehouse records and reports
    • Manufacturing or production reports and records
    • Technical assistance contracts
    • Brokerage contracts and records of payment
  • Transportation and customs clearance documents:
    • Customs declarations and payment receipts
    • Cargo manifests and bills of lading
    • Required licenses, permits or certificates of origin
    • Delivery notes
    • Records related to duty and tax exemption, relief, refund and remission

Income tax return

The annual tax return must be filed within three months after the tax year-end.

Monthly returns must be filed and any tax owing paid by the 20th of the following month. However, if the 20th falls on a weekend or a public holiday, the deadline will be extended to the next working day.

The monthly tax returns include the prepayment of tax on income (1% of turnover), tax on salary return, VAT, withholding tax and any special taxes like Accommodation Tax, specific tax, public lighting tax (tax on tobacco and alcohol), tax on the sale of airline tickets, entertainment services.

Employment law in Cambodia

Annual leave

The Labour Law provides for annual leave to all employees of 1.5 days per month of employment.  The right to use paid leave is acquired after one year of service.

Any worker who has not worked for two continuous months is entitled, at the termination of his labour contract, to compensation for paid leave calculated in proportion to the amount of time he worked in the enterprise.

Every three years of continuous service, employees are given one extra day of annual leave.

Year of serviceLeave per year
1 – 318
4 – 619
7 – 920

Paid holiday

Employees in Cambodia are entitled to paid day-offs during festivals, memorials and religious holidays. The holidays will be announced by the government every year.

If the public holiday falls on a weekend, employees are given a day-off the next working day. There will be approximately, 21 paid holidays in 2021.

Weekly day-off

It is required by the law that all employees must get at least one full day off, which is normally a Sunday. Having the same employee work for more than six days a week is prohibited.

If having all the staff take a Sunday off affects the operation of the company, the following conditions may be applied:

  • Give the staff a day off on another day other than Sunday
  • Have the staff rest from Sunday noon to Monday noon
  • Give the staff a rest by rotating all the staff

Sick leave

Employees are entitled to sick leave when they provide certification from an authorised hospital and legally recognised doctor verifying the employee’s illness.

The Labour Law does not provide for sick leave, though the Ministry of Labour has issued guidelines that sick leave should be paid according to the following table:

Number of months of sick leavePercentage to be paid
One month100%
2 – 3 months60%
4 months or moreNo wage paid

Maternity leave

Expecting mothers are entitled to a 90-day maternity leave with pay after working for one continuous year. The 90 day period includes weekends and public holidays.  If the employee has not completed one year of work, she will be entitled to maternity leave without pay. Employees are entitled to 50% of their normal wages and benefits during maternity leave. It is up to the individual employer whether they would like to be more generous.

National Social Security Fund (NSSF)

The NSSF covers companies with any employees, which include:

  • Employees defined by the provisions of the Labour Law
  • Trainees, apprentices and individuals attending the rehabilitation centre
  • Seasonal or occasional workers

For the Employment Injury Insurance Scheme, employers are required to pay 0.8% of the assumed wage of the employee’s monthly salary before taxation. It is required that employers pay because the employee’s injury is considered as the employer’s responsibility as they create jobs for employees and at the same time, creates an occupational risk.

The minimum monthly salary to calculate the contribution is KHR 200,000 and the maximum is KHR 1.2 million.

Monthly wage (KHR)Assumed wage (KHR)Contribution (KHR) (0.8%)
0 – 200,000200,0001,600
200,001 – 250,000225,0001,800
250,001 – 300,000275,0002,200
300,001 – 350,000325,0002,600
350,001 – 400,000375,0003,000
400,001 – 450,000425,0003,400
450,001 – 500,000475,0003,800
500,001 – 550,000525,0004,200
550,001 – 600,000575,0004,600
600,001 – 650,000625,0005,000
650,001 – 700,000675,0005,400
700,001 – 750,000725,0005,800
750,001 – 800,000775,0006,200
800,001 – 850,000825,0006,600
850,001 – 900,000875,0007,000
900,001 – 950,000925,0007,400
950,001 – 1 million975,0007,800
1,000,001 – 1.05 million1.025 million8,200
1,050,001 – 1.1 million1.075 million8,600
1,100,001 – 1.15 million1.125 million9,000
1,150,001 – 1.2 million1.175 million9,400
1,200,001 and above1.200 million9,600

The benefits or compensation that NSSF provides to the NSSF members include:

  • Medical treatment benefit
  • Temporary disablement benefit
  • Nursing benefit
  • Permanent disablement benefit
  • Constant attendance benefit
  • Survivors benefit

Employees in Cambodia are also entitled to the Health Care Scheme.

The contribution rate is 2.6%, which the employee pays 1.3% of the salary and the employer pays the other 1.3%.

The calculation of the Health Care Scheme contribution is the same as the Employment Injury Insurance Scheme.

Monthly wage (KHR)Assumed wage (KHR)Contribution (KHR) (0.8%)
0 – 200,000200,0005,200
200,001 – 250,000225,0005,850
250,001 – 300,000275,0007,150
300,001 – 350,000325,0008,450
350,001 – 400,000375,0009,750
400,001 – 450,000425,00011,050
450,001 – 500,000475,00012,350
500,001 – 550,000525,00013,650
550,001 – 600,000575,00014,950
600,001 – 650,000625,00016,250
650,001 – 700,000675,00017,550
700,001 – 750,000725,00018,850
750,001 – 800,000775,00020,150
800,001 – 850,000825,00021,450
850,001 – 900,000875,00022,750
900,001 – 950,000925,00024,050
950,001 – 1 million975,00025,350
1,000,001 – 1.05 million1.025 million26,650
1,050,001 – 1.1 million1.075 million27,950
1,100,001 – 1.15 million1.125 million29,250
1,150,001 – 1.2 million1.175 million30,550
1,200,001 and above1.200 million31,200

How to register?

Companies with any employees are required by the Labour Law to register in the NSSF. New companies must register with the NSSF within 45 days of setting up the company.

The registration form can be downloaded from the NSSF website and the following information must be submitted:

  • From the company:
    • Business registration certificate
    • Identity number or passport number of the employer or representative
    • Employee registration form
    • Company sends the list of employees to the NSSF for registration
  • From the employee:
    • Personal information as required by the government regulations

Immigration in Cambodia

To legally enter Cambodia, you must obtain specific visas that are in accordance with your purpose of entry.

The following table provides the type of visas in Cambodia:

VisaDescription
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:

·      EB (business visa extension)

·      EG (general visa extension)

·      ER (retirement visa extension)

·      ES (student visa extension)

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

It is necessary that you follow and comply with the compliance requirements listed above as failure to do so may result in fines and/or penalties.

Feel free to get in touch with Acclime if you need any advice or help.

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