To setup a company in Cambodia requires a number of administrative steps:

  • Opening a bank account
  • Registering with the Ministry of Commerce
  • Tax Registration
  • Annual Declaration with the Ministry of Commerce
  • Declaration of Opening with the Ministry of Labour

 

Open a  Company Bank Account

A preliminary step to setup a company in Cambodia is to open a business bank account with a domestic bank. The initial investment capital will need to be deposited and proof thereof submitted to the Ministry of Commerce in order to incorporate. For a private limited company, the investment capital is generally KHR 4 million (approximately USD 1,000), but may be higher depending on the business activities.

As banks require the certificate of incorporation in order to open a business account, and the Ministry of Commerce requires proof of the capital deposit in order to issue the certificate, this presents a conundrum. One solution is to open a personal bank account (often the founders already have one) where the investment capital can be deposited, and obtain the requisite proof from the bank to complete incorporation with the Ministry of Commerce. Once the certificate of incorporation is in hand, it can be submitted to the bank to convert the personal account into a business account. This solution depends on the specific practices of the bank, it is best to verify their recommended procedures as this is subject to change.

 

Register with the Ministry of Commerce to Setup a Company in Cambodia

To setup a company in Cambodia, the business must register with the General Department of Trade Services within the Ministry of Commerce. The process can be done either in person, or through the ministry’s online platform. While the requirements and process are essentially the same, online registration has the advantage of saving time and hassle. If in-person registration is preferred, the relevant forms can be downloaded in advance at the Ministry of Commerce’s website.

Before starting the process, the incorporators will need to prepare the Memorandum and Articles of Incorporation. This document is essential to the formation of the company, and will govern how it functions throughout the life of the business. It can be thought of as the constitution of the company.

According to the law, the Articles must contain at a minimum:

  • Name of the company
  • Registered office address in Cambodia
  • Objectives of the company, including any restrictions (see below for more information)
  • Authorized capital in Cambodian Riel
  • Share classes and any maximum number of shares, including the par value (see below for more information). If there are more than one class of shares, and potentially also share series, the Articles must specify the rights, privileges, restrictions and conditions attached to each.
  • A description of any restrictions on share issue, transfer, or ownership, if applicable.
  • Name and address of each initial shareholder, who must all sign the Articles
  • The specific number of directors, or a minimum and maximum range of directors.

While those are the minimum requirements, the Articles may go far beyond these basics. The law only states that the provisions must be “necessary”.

Standard Articles acceptable to the Ministry of Commerce are available from a number of sources, however these provide for little customization. A startup may wish to issue different classes of shares, restrict the transferability of shares, set forth voting rules for director meetings, amongst other deviations. These would need to be specified in the Articles and ensured that they are in compliance with the law so as to be acceptable to the Ministry of Commerce.

Once the Articles are finalized, to register online the first step is to simply create a user account; this just requires a name, personal information and contact details, and is free of charge.

Following log-in, the user is brought to a dashboard where they can select the type of business to setup. As laid forth in a separate post, the following types of companies may be registered through the online portal:

  • Private limited company
  • Public limited company
  • Foreign company (branch or representative office)
  • General partnership
  • Limited partnership
  • Sole proprietorship

Second, the business name has to be validated and reserved. After selecting the entity type, the user is prompted to enter the proposed name in both Khmer and English. For each language, the name can be automatically validated – meaning checked against prior registered company names to ensure it is available.

It should be noted that the company name is distinct from a trademark, which is maintained on a separate registry and affords different, though related rights (refer to our post on trademarks). Ideally, the business name can also be registered as a trademark; though this is not strictly necessary. As the trademark registration should be made in the name of the company, the application should best be submitted following incorporation. The company name cannot be misleading, offensive or confusing.

The fee for reserving a name is KHR 40,000 (approximately USD 10), and can be paid online through an ACLEDA bank account, or offline in person at the payment kiosk on the ground floor of the Ministry of Commerce in Phnom Penh.

Once submitted and paid for, assuming it is approved by the reviewing official, the business name will be set aside for three months time, allowing the founders to complete incorporation.

The next and second step to setup a company in Cambodia is to actually register the business with the Ministry of Commerce. This can only begin once the name has been approved, and must be completed within fifteen days of starting the application.

For incorporating a limited company, the first required information is to specify the business activities. A business is only allowed to act in accordance with its stated business activities, which also serves as the basis for its tax obligations. The user is presented with a long list of possible business objectives, each with sub-categorized business activities, which are based on the Standard Industrial Classification (“SIC Codes”). As the list is quite extensive, and deciding exactly which business activity or activities best apply to the startup can be time-consuming, it is recommended to determine which will be selected in advance.

Next, the share par value must be inputted, in Cambodian Riels and optionally in US dollar equivalent. The par value of a share sets a minimum price at which the company may sell shares. The default is 1,000 shares at a par value of KHR 4,000 (approximately USD 1); though this may be modified in the articles of incorporation.

For businesses that already have employees, the breakdown of male/female and Cambodian/foreign employees must be entered, together with position details (name, position, employee ID) and supporting documents such as work permits. As most businesses are incorporating before hiring, this step is not applicable.

The registered office address is often overlooked, but is important in terms of notifying the public where the business can be contacted. The company articles, accounts and other records must be kept at the registered office address, and any changes thereof must be recorded with the Ministry of Commerce.

To setup the company in Cambodia, proof of address must be submitted. In most cases a copy of a lease agreement is submitted, though a utility bill or land title might also be acceptable. This requirement does present founders with somewhat of a timing coordination challenge, as it is unlikely that a lease agreement in the name of the company exists at the time of incorporation. Assuming that a startup has decided on an office space, one solution would be to sign the lease in the personal name of the founder(s), with a provision transferring the lease to the company upon incorporation.

Regarding company directors, a private limited company must have at least one, and a public limited company at least three. Complete contact information, together with a copy of the directors’ identification card or passport and a consent form, must be submitted. According to the consent form, directors must not have been convicted of a crime and cannot be a government official in Cambodia.

Finally, complete information regarding the company’s initial shareholders must be submitted. This includes their contact information, shareholding, proof of identity (for individual shareholders) or power of attorney (for legal entities). The nationality of the majority of shareholders must also be specified, an important requirement regarding land-ownership, as only majority-Cambodian businesses may hold land in the country.

Finally, the information is presented for final review and approval before payment can be made. For applicants with an ACLEDA bank account, they can directly submit the application and then pay the registration fee online. Otherwise, payment can be made in cash to the Ministry of Commerce’s bank account with either the Foreign Trade Bank of Cambodia, Canadia Bank, or ACLEDA. Upon payment, the bank will issue a receipt, which must be brought to the Ministry of Commerce’s Department of Accounting and Finance.

Thereafter the online application can be submitted and will be processed in the order received. If there are any issues to be resolved, or the application is simply approved, an automated email will be sent to the address registered with the account.

Once approved, a digital certificate of incorporation will be made available on the registration dashboard; a hard-copy can also be obtained through the Business Registration Department. This is needed in order to register with the tax authorities, the next step in setting up a startup in Cambodia.

 

Tax Registration

Once the company is setup in Cambodia, meaning the certificate of incorporation is in hand, an application for tax registration must be submitted within two weeks to the General Department of Taxation. The Memorandum and Articles of Association, together with the original certificate of incorporation, will need to be submitted. The registration can be done in person at the GDT office, or online through its e-Tax service.

The GDT will register the business for value added tax, and will issue a taxpayer identification number, which identifies the company to the tax authorities and must be included on every invoice. The patent tax will also need to be paid at this time.

At the end of the process, the company will receive a taxpayer identification card, VAT certificate and patent tax certificate for the current year.

 

Annual Declaration with the Ministry of Commerce

Once the tax documents are in hand, it is back to the Ministry of Commerce to file the company’s annual declaration. This is essentially a short statement to inform the authorities that the business is still active, and subject to a modest official fee. The registered email should receive a message a month before the due date; failure to file the declaration for three years in a row results in the repeal of the business registration with the Ministry of Commerce.

 

Declaration of Opening with the Ministry of Labour

The final step to setup a company in Cambodia is to submit a declaration of opening to the Ministry of Labour, assuming the company has employees. If there are no employees at the time of incorporation, this can in principle wait until the first hiring.

For companies with eight or more employees, the declaration must be made prior to opening for business; for those with fewer, it can wait until after opening so long as it is done within the first thirty days. As part of the declaration, a number of documents need to be established and maintained – including the establishment register, payroll ledger, and internal regulations. The declaration of opening takes place in conjunction with a visit from the Labour Inspector, who will verify the premises and documentation.

Finally, for businesses with eight or more employees (and those that reach this threshold later on), they will need to register with the National Social Security Fund.

 

Return to Frontpage