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This guide will provide you with an overview of how to register a company in Cambodia.
The process of setting up a company in Cambodia requires you to make decisions and complete several statutory requirements. There are three main stages you will have to go through, which are the pre-registration stage, registration stage and post-registration stage.
Let’s see how companies are registered in Cambodia.
Stage 1: Pre-registration
There are several requirements you must complete before you are able to register the company with the relevant authorities. This includes deciding on a business entity, appointing company officers, renting an office and drafting the company’s articles of incorporation.
Select a suitable business entity
The first step to make when establishing a company is choosing the right business entity. There are six entities available in Cambodia, which are:
- Sole proprietorship
- Limited liability company
- Private limited company
- Public limited company
- Single-member private limited company
- Representative office
- Foreign branch office
Decide on company officers
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.
A private limited company must have 2 to 30 shareholders, and one individual can form a single-member private limited company.
A company is required to have a registered agent who is a legally competent natural person and a resident in Cambodia. The registered agent has the authority to receive official papers and documents from courts on behalf of the company.
Articles of incorporation
The articles of incorporation must include the following information:
- Amount of authorised capital, issued capital and paid-up capital
- Company’s business activities
- Company period of incorporation
- Purposes and objectives of the company
- The name of the company
- The domicile of the company
- The number of shares, shares classification (if any), number of shares for each classification, rights attached to each share and nominal value for each share
- The name and number of the members of the board of directors and members of the board of commissioners
- The place and procedures for holding a general meeting of shareholders
- The procedures of appointment, replacement and dismissal of the members of the board of directors and board of commissioners
- The procedure for profit utilisation and dividend distribution
Registered office address
If the company is going to locate its business operations in Phnom Penh, the company must register the address with the Phnom Penh Municipal Office. If the office intends to locate its business address in Siem Reap, it must register the address with the Siem Reap Municipal Office.
Documents to be submitted include:
- Application form to Mayor or Phnom Penh
- Copy of the company’s articles of incorporation (if a limited company)
- Copy of registration certificate
- Copy of business license from the Ministry of Commerce
- Copy of identity card or passport of the person who signed the application
- Photo of the front entrance of the office
- Land title or lease agreement
Stage 2: Registration
Once you have completed the first stage, you will be able to register your company with the government authorities.
Company incorporation with the Business Registration Department
The company must be registered through the Online Registration Services under the Ministry of Economy and Finance’s (MEF) Cambodia Data Exchange (CamDX) system. To register online, you will need to create a user account, which requires a name, personal information and contact details.
After selecting your desired company type, you will need to reserve a company name. You will have to enter a proposed name in Khmer, which the proposed names will be automatically checked. You can also have the name registered in another language, usually English. You will then have to select the type of business you want to set up
The fee for reserving the company name is KHR40,000. 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 two weeks only.
You will then need to choose your business activities according to the Standard Industrial Classification (SIC codes), submit the registered office’s lease agreement and required shareholder’s and director’s information.
The capital of the company should be a minimum of KHR 4 million (USD 1,000).
Once the MOC has approved the registration, you will receive the Certificate of Registration which can be obtained at the Department of Registration and issued online.
The registration process costs KHR 2,155,000. The registration fee can be made online through the ABA pay or credit card/debit card payment. To register a company in Cambodia usually takes 2 – 3 weeks, however, the stated aim of the Ministry of Commerce is to reduce this time to 8 – 10 working days to complete all the steps.
The following documents must be uploaded when registered with the Ministry of Commerce:
- Land title or lease agreement of the enterprise’s location
- Current photo of no longer than three months of director, shareholder (if the shareholder is a physical person) and/or representative (if the shareholder is a legal entity) with white background
- National identification card or passport of director, shareholder (if the shareholder is a physical person) and/or representative (if the shareholder is a legal entity)
- Articles of incorporation in both English and Khmer
- Reference document (can be a letter specifying an already-existing company’s permission to use a similar company name, special licenses and related documents)
- Authorization letter if the one who fills out the application is your representative
What is the Cambodia Data Exchange System (CamDX)?
CamDX is the business registration platform which makes company registration more convenient and easier if your business is required to register with the MoC, GDT, MLVT and other ministries. This platform saves time registering and obtaining digital licenses or certificates and costs much less than the previous procedure.
All business and commercial enterprises in Cambodia must be registered through the new online registration service, including representative offices and branches.
The CamDX system is a Single Window Service developed by the Ministry of Economy and Finance that provides support for online business registration, and a unified yet decentralised data exchange between information systems that offer a standardised and secure way to provide and consume services.
CamDx ensures confidentiality, integrity and interoperability between a multitude of different data exchange parties.
Stage 3: Post-registration
After successful registration, there are some post-registration compliances you must complete, such as collecting company seals, opening a corporate bank account and registration with the National Social Security Fund.
After registering the company, you must get company seals from a seal maker and should be in accordance with the format outlined by the MOC. The MOC will then register the company seal.
Have registration documents stamped and approved
Documents that need to be stamped at the Department of Administration and General Affairs are the articles of incorporation and certificate of incorporation.
To register for tax, you must complete the application form from the General Department of Taxation on the registration service website.
The following documents must be attached:
- Proof of paid property tax or property information of the enterprise
- Bank account information (must be provided in digital form within 15 working days after tax registration. Failure to do so would result in the revoke of the given certificates from GDT)
Opening a corporate bank account
The company must open a bank account and deposit the initial capital into the bank. A bank statement that the capital has been deposited must then be submitted to online registration within fifteen days after receiving the certificate of incorporation.
Some banks in Cambodia are:
- ACLEDA Bank
- Canadia Bank
- Foreign Trade Bank of Cambodia
- Union Commercial Bank
- ANZ Royal
- Vattanac Bank
- Maybank Cambodia
- Advanced Bank of Asia Limited
Notify the Ministry of Labour and Vocational Training
Before starting the business operations, all companies must submit a written declaration to the Ministry of Labour and Vocational Training.
Companies with at least eight employees must have internal regulations that adapt the general provisions of the labour law, including conditions of hiring, wages payment, benefits, work hours, health and safety measures and personal leaves. The internal regulations must be filed within three months of the company’s incorporation.
Register with the National Social Security Fund
Employers who have at least one employee must register with the National Social Security Fund (NSSF).
The employer needs to complete the Registration of an Enterprise and Registration of Employees form and file them with the NSSF together with the required supporting documents.
The supporting documents listed on Registration of an Enterprise are:
- Company’s certificate of incorporation
- Patent tax certificate
- List of employees
- Identity card or passport of the company’s representative
Once the registration is complete, the employer must file the monthly NSSF contribution by the 15th every month.
Capital and foreign currency restrictions in Cambodia
Cambodia’s national currency is the Riel (KHR), but most transactions are made and denominated in US dollars.
The LCE establishes a minimum number and price of shares to be issued by a company, obliging the company to issue a minimum of 1,000 shares with a minimum par value of 4,000 KHR per share. So the required minimum capital of a company is 4,000,000 KHR (approximately 1,000 USD). The company may have a number of classes of shares with various rights. However, certain licensed activities are required to meet higher capital requirements.
Minimum registered capital requirements
According to Prakas B7-016-117 issued by the National Bank of Cambodia (NBC), the following minimum registered capital requirements apply to licensed banks, specialized banks, and microfinance institutions (MFIs):
- Locally incorporated commercial banks or foreign bank subsidiaries shall have a minimum registered capital of 75,000,000 USD
- Branches of investment-grade foreign banks shall have a minimum of 50,000,000 USD in registered capital
- Branches of non-investment grade foreign banks shall have a minimum of 75,000,000 USD in registered capital
- Locally incorporated specialized banks must have a minimum of 15,000,000 USD in registered capital
- MFIs with a deposit-taking license must have a minimum of 30,000,000 USD in registered capital. MFIs without a deposit-taking license must have a minimum of 1,500.000 USD in registered capital.
Currently, there are no restrictions on funds transferred into or out of Cambodia, as well as no ordinary restrictions on foreign exchange operations as long as they are conducted through authorized intermediaries such as commercial banks.
Additionally, there are no difficulties in buying foreign currencies, which can be freely purchased through the local banking system. In times of economic or financial crises, the National Bank of Cambodia (NBC) may impose temporary restrictions on the operations of authorized intermediaries. The transferee of funds overseas equivalent to or more than USD10,000 must complete a prior declaration that is submitted to the NBC.
If you need help with registering a company in Cambodia, do not hesitate to get in touch with Acclime.
Acclime helps established multinational companies and startups start and operate their business in Cambodia and beyond. By seamlessly navigating our clients through the complexities of the local regulatory systems, we maximise opportunities while ensuring compliance and good governance.