Setting up a private limited company in Cambodia.

This is the ultimate guide to setting up a private limited company in Cambodia.

If you are contemplating opening a company in Cambodia, you should consider a private limited company as it limits the liability of the shareholders and provides 100% foreign-ownership.

Let’s see the requirements and steps of setting up a private limited company in Cambodia.

What is a private limited company?

A private limited company is a type of limited liability company and is the most common business entity in Cambodia. A private limited company must have 2 to 30 shareholders and requires a minimum of one director who can be either a local or foreigner.

The private limited company cannot issue shares or securities to the public and may have one or more restrictions on the transfer of each class of its shares. The private limited company is a separate legal entity and will not be personally liable for the company’s debts.

A private limited company that has only one shareholder is called a single-member private limited company.

What is a single-member private limited company?

The single-member private limited company is a private limited company that has one person as the shareholders and a minimum of one person as the director. The single-member private limited company can be converted to a private limited company upon the shareholder’s approval to increase company shareholders.

Can foreigners set up a private limited company in Cambodia?

Yes, the private limited company can be 100% foreign-owned, 100% Cambodian-owned or a combination of Cambodian and foreign shareholdings.

Advantages of setting up a private limited company

• Limits the liability of a shareholder to their capital contributions
• 100% foreign-ownership
• Separate legal entity
• Uninterrupted existence

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Disadvantages of setting up a private limited company

• Restricted from selling or transfer its shares to the public
• Number of shareholders cannot exceed 30
• Share cannot be quoted in the stock exchange

Requirements for setting up a private limited company

Company name

The company name must include the words Private Limited Company or Ltd at the end of the name.

Directors

The private limited company and single-member private company must have a minimum of one director who can be either a local or foreigner and must be a natural person.

Shareholders

A private limited company must have between 2 to 30 shareholders, while single-member private limited companies have only one shareholder. The shareholder can be either an individual or a corporate entity.

Registered agent

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.

Registered office address

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

Registered capital

The minimum share capital for setting up a private limited company is KHR 4 million.

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 address of each shareholder
• 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
• The procedure for profit utilisation and dividend distribution

Documents

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 3 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

Steps to setting up a private limited company in Cambodia

Online registration with the MEF’s CamDX system

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.

You will then 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 KHR 40,000. 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.

Next is registering the company which can only be made once the name has been approved and must be completed within 15 days.

First, you must specify the business activities of the company. The company is only allowed to conduct its stated business activities. The applicant must select a business activity based on the Standard Industrial Classification (SIC Codes).

The lease agreement of the registered office must be submitted. The utility bill or land title is also acceptable. Contact information, identity card or passports and the consent form of the company directors must also be submitted. For shareholders, their contact information, shareholding, proof of identity for individuals or power of attorney for legal entities must be submitted.

Once completed, the application will be reviewed and approved. 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.

Once approved, a digital Certificate of Registration will be issued on the business registration online system, and the hard copy can be obtained at the Department of Registration.

Post-registration requirements

Opening a corporate bank account and depositing the required capital

After registering the company and receiving the certificate of incorporation, you can use that to open a corporate bank account and deposit the required capital into the bank. The capital should be a minimum of KHR 4 million (USD 1,000).

Tax registration

Next, you must register for tax with the General Department of Taxation (GDT). You will need to submit the articles of incorporation and Certificate of Registration. Tax registration can be done at CamDX’s online registration service.

Once registered, the GDT will issue a taxpayer identification number and receive a taxpayer identification card, VAT certificate and patent tax certificate. 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.

Registration with the National Social Security Fund and Ministry of Labour and Vocational Training

Finally, the company must submit an opening declaration with the Ministry of Labour and Vocational Training.

Companies with eight or more employees will have to register with the National Social Security Fund (NSSF).

How long does the registration process take?

To register a company in Cambodia usually takes 3 – 4 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.

Conclusion

Setting up a private limited company in Cambodia is one of the most common choices for investors because of its advantages and ease of incorporation.

To ensure your registration for a private limited company is processed successfully, we recommend engaging with Acclime’s professional corporate services.