Cambodia Ministry of Commerce issues Prakas 117 on business registration reform.

The Ministry of Commerce (MoC) has issued Prakas No. 117 on the Simplification of Business Registration, introducing changes to company naming rules, registration procedures, annual compliance requirements and corporate governance obligations. This update summarises the key provisions affecting businesses operating in Cambodia.

Based on current verbal guidance from the Ministry of Commerce, the Company Secretary requirement introduced under Prakas No. 117 is not yet being actively enforced. The MoC has indicated that further official instructions and professional training programmes will be introduced prior to full implementation.

Corporate naming restrictions for “Holding” and “Group”

Companies seeking to use the terms “Holding” or “Group” in their registered names must meet strict statutory criteria and obtain prior approval from the MoC. Key conditions include maintaining at least three registered subsidiary companies in Cambodia, holding a minimum 51% voting shareholding in each subsidiary and, for “Holding” companies, limiting the parent entity’s business objective to holding shares (Code 642).

Digital registration and filing requirements

All registrations, amendments and annual declarations must now be processed through the MoC’s Online IT Platform at www.registrationservices.gov.kh. Original hard copy documents must be submitted to the MoC within 30 days of online certificate issuance. Failure to submit hard copies may result in cancellation of registration. Company statutes and partnership agreements can be verified online via verify.gov.kh without notarisation.

Company Secretary requirement introduced

Prakas No. 117 introduces a requirement for companies to appoint at least one Company Secretary within three months of registration. This requires appointing a qualified individual or licensed professional firm, alongside a security deposit of KHR 4,000,000 for individuals or KHR 40,000,000 for legal entities. The Company Secretary is responsible for maintaining corporate records, board and shareholder resolutions and receiving official notices.

While these provisions are now part of the legal framework, practical enforcement is expected to follow further MoC guidance and training.

Annual Declaration of Commercial Enterprise (ADCE)

The MoC is now strictly enforcing the filing of the Annual Declaration of Commercial Enterprise (ADCE). The ADCE must be filed within three months prior to the registration anniversary date. Late filing carries a penalty of KHR 2,000,000 per year. Failure to file for three consecutive years will result in “Inactive/Passive” status and blacklisting of shareholders and directors.

Additional compliance and dispute safeguards

Additional measures include mandatory AML background checks for new shareholders and directors, alongside injunction complaints to block share transfers or registration amendments in the event of disputes or court orders.

Acclime continues to monitor developments related to Prakas No. 117 and will provide updates to clients as further official guidance is issued.