Required governance positions in Cambodian businesses.

Public officers such as the director, the company secretary, and the board chairman play an essential part in every company in Cambodia.

Having a clear understanding of all the required governance positions and their responsibilities is, therefore, essential for a successful corporate operation.

To help you get a better understanding, we have put together all the essential governance positions in a Cambodian company together with their responsibilities and requirements.

Director

A public limited company must have at least three directors, while a private limited company requires at least one director who must not be under the age of 18 years.

Directors are permitted to be the company’s shareholders. Each director is elected for a two-year term with the possibility of being re-elected. Directors are responsible for supervising a company’s operations and affairs. It is not required to have a resident director, and there are no restrictions on the nationality of the company directors.

The following are the directors’ duties that should be incorporated in the articles of incorporation:

• Appointment and dismissal of all officers and determination of the specific rights of such officers
• Establish the salaries and other forms of compensation of such officers
• Set the salary or other forms of further compensation for directors and submit them to the company shareholders for approval
• Issue notes, debentures, bonds, and other evidence of the company’s debt and establish their absolute, contingent, and relative characteristics
• Propose amendments or annulments to the articles of incorporation to the shareholders
• Propose an agreement of consolidation or merger between the company and any other party to the shareholders
• Propose the sale of all or a significant part of the company’s assets to the shareholders 
• Propose a liquidation or dissolution of the company to the shareholders
• Declare dividends in accordance with accounting principles and the terms of payment of each class of shares eligible to receive dividends
• Issue shares in the company to the extent specified in the by-law’s articles of incorporation
• Borrow money
• Issue, reissue or sell the company’s securities
• Give a guarantee on behalf of the company
• Mortgage, pledge, hypothecate, or create a security interest in all or any company property to secure any obligation of the company
• Close account books of each financial year and submit the annual accounts to the shareholders’ general meeting

The board chairman 

A chairman is elected by the board of directors from among its members. The chairman can be removed from the position of chairman, but not from his/her position of a director, by a majority vote of the directors.

Company secretary

The company secretary complies and maintains the minutes of every meeting of the board of directors along with written reports of the directors’ written communications. The company secretary is required to provide all the minutes and reports produced to the company directors.

Under legislation passed in January 2022, a resident Company Secretary if required for every company in Cambodia. The Company Secretary must be a natural person resident in Cambodia and the company is required to notify the Registrar of the appointment. There is no requirement for the company Secretary to be a Cambodian national.

Auditor

Every company (unless exempted) must appoint an auditor by ordinary resolution at its first annual general meeting of shareholders and at each subsequent annual general meeting. The auditor must hold office until the close of the following annual general meeting, and the incumbent auditor continues in office until a successor is appointed.

Generally, a company is exempted from audit if it passes two of the three following tests:

1. Assets under USD 750,000
2. Annual Revenue under USD one million
3. Less than 100 employees (measured at year end)

If the company has issued securities (debt or equity) to the public an audit is required, no matter the size of the company.

Conclusion

For a company to run smoothly and efficiently, it must fill all the necessary governance positions, and the public officers must comply with all legal requirements and fulfil their responsibilities as outlined above.

To ensure proper compliance with these duties, reach out to our experts. We can assist and guide the public officers in understanding their responsibilities and liabilities under the laws and regulations of Cambodia.

As part of our Cambodian office, Acclime has multijurisdictional in-country specialists that are well-equipped with the right knowledge and tools to ensure a seamless company formation and operations in Cambodia and beyond.