Understanding directors’ & shareholders’ roles and duties in Cambodia.

In this ultimate guide, you will learn everything you need to know about directors and shareholders of a company in Cambodia.

Directors and shareholders have an important job in running a company, and there are several roles and duties that they must carry out.

Let’s have a look at what it takes to be a director and shareholder in Cambodia.

Directors

What is a director?

Company directors are individuals who shall manage the business and affairs of a company.

Roles of a director

Roles of directors in a Cambodian company include:

• Appointing and removing officers
• Determine the salary and other compensations of officers of the company
• Propose to the shareholders any changes, or the removal of the articles of association, or an agreement of merger or consolidation between the company and third parties
• Propose to the shareholders the dissolution or liquidation of the company
• Declare dividends in accordance with the accounting principles and the terms of payment of each class of shares entitled to receive dividends
• Issue, reissue or sell the security of the company
• Issue notes, bonds, debentures and other evidence of debt of the company and fix their absolute, relative and contingent characteristics
• Issue shares in the company to the extent authorised in the memorandum and articles of association
• Close account books of each financial year and propose the annual profits for submission to the shareholders and shareholders’ general meeting

Who can be a director?

The following individuals are qualified to be a director:

• Legally competent individual
• 18 years and above
• Can be of any nationality

Unless stated in the articles of incorporation or bylaws, there are no other qualifications a director must meet.

Appointment of a company director

The initial directors of the company shall hold office until the first General Meeting of the company. Thereafter, directors are elected by an ordinary resolution of shareholders who have the right to vote. Each director is elected for a term of two years and may be re-elected.

Resignation of a company director

A director can resign by submitting a written notice to the company.

The resignation may take effect immediately or at the time that is stipulated in the notice. If the director is the last remaining director in the company and resigns before a new director is appointed, he/she will be liable for any damages to the company caused by his/her resignation.

Removal of a director

The company director may be removed by a majority of the shareholders entitled to vote for the director.

Duties of a director

Directors of Cambodian companies must exercise fiduciary duties and statutory duties.

Fiduciary duties

Directors must act in good faith and the best interests of the company. They must exercise the care, skill and diligence that a reasonable person would exercise under the same circumstances.

Statutory duties

Statutory duties of a director include:

• Act in good faith and within powers
• Act in a way that would most likely promote the success of the company
• Avoid conflicts of interest
• Not accept benefits from third parties
• Disclose interest in proposed or existing contracts with the company
• Exercise independent judgement

Liabilities of a director

Directors in Cambodia can be both civilly and criminally liable for intentional and unintentional acts that occur.

Directors are liable for not submitting the company taxes when they knew that the taxes were due and did not report to the General Department of Taxation. They are also liable if they do not disclose their interest in the company regarding contracts with the company, or their material interest in any person who is a party to a contract or proposed contract with the company.

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Shareholders

What is a shareholder?

A company shareholder can be a person or company who holds at least one share in a company, which partially makes them the owner of the company. A shareholder’s liability to the company is limited to the price of the shareholder’s subscription.

Who can be a shareholder?

Qualifications of a shareholder include:

• Ages 18 and above
• Can be a local citizen or a foreigner
• Can be either a company or an individual

Can the shareholder be a director?

Shareholders may be the director of a company; however, it is not required unless specified in the articles of incorporation.

What are the shareholders duties?

Some duties of a shareholder are:

• Appoint or remove company directors by an ordinary resolution
• Increase or reduce the company capital
• Approving the financial statements of the company
• Attend general shareholder meetings and use their voting rights

Rights of shareholders

The rights of shareholders include the right to:

• Registration of their ownership, conveyance or transfer of shares
• Obtain relevant information on the company
• Participate in general shareholder meetings
• Vote in general shareholder meetings

What is a minority shareholder?

A minority shareholder is a shareholder who owns less than 5% of the company’s total shares.

Rights of a minority shareholder

Rights of the minority shareholder include:

• The right to seek information
• The right to voice an opinion
• The right to redress

Conclusion

Directors and shareholders must act in accordance with their rights and duties to avoid breach of duty.

Contact Acclime whenever you need guidance on opening a company and becoming a director or shareholder in Cambodia.