How to Register a Company in Cambodia: A Step by Step Guide | To adjust (2023)

This guide will provide you with an overview of how to register a company in Cambodia.

The process of establishing a company in Cambodia requires making decisions and meeting many legal requirements. There are three main stages that you will have to go through which are pre-registration stage, registration stage and post-registration stage.

Let's see how companies are registered in Cambodia.

Phase 1: Pre-registration

There are several conditions that you must meet before you can register a company with the authorities. This includes deciding on a business entity, appointing company officers, renting an office and drafting the company's articles of association.

Select the appropriate business entity

The first step you need to take when starting a company is choosing the right business entity. There are six entities available in Cambodia, namely:

1. Self-employed businessman
2. Partnership
3. Limited liability company
   1. Private limited liability company
   2. Public limited company
   3. Limited liability company with one member
4. representation
5. Foreign branch
6. branch

Select company executives

A private limited company must have at least one director and a public limited company must have at least three directors. There is no restriction on the nationality of company directors.

A private limited company must have 2 to 30 shareholders and an individual can establish a limited company with one member.

Registered agent

The company must have a registered agent who is a legally competent natural person and a resident of Cambodia. A registered agent has the authority to receive official documents and documents from the courts on behalf of the company.

Founding Law

The articles of association must contain the following information:

• Amount of share capital, share capital and paid up capital
• Business activities of the company
• The period of establishment of the company
• Company goals and objectives
• Company Name
• Headquarters
• Number of shares, classification of shares (if any), number of shares for each classification, rights attached to each share and par value for each share
• Name and number of board members and board members
• Place and manner of holding the general meeting of shareholders
• Procedures for appointing, replacing and terminating board and board members
• The process of using profits and distributing dividends

Headquarters address

If the company intends to establish its business operations in Phnom Penh, the company must register an 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 the mayor or Phnom Penh
• Copy of the company's articles of association (if a limited liability company)
• Copy of registration certificate
• Copy of the operating license of the Ministry of Commerce
• Copy of the ID or passport of the person who signed the request
• Photo of the front entrance to the office
• Land ownership or lease agreement

Phase 2: Registration

Once you have completed the first stage, you will be able to register your company with the government authorities.

Establishment of a company with a Business Registration Department

The company must be registered throughElectronic registration servicesfalls under the Ministry of Economy and Finance (MEF)Cambodia Data Exchange System (CamDX).. To register online, you will need to create a user account which requires a name, personal information and contact information.

Once you've chosen the type of company you want, you'll need to reserve a company name. You will need to enter a suggested name in Khmer, which suggested names will be highlighted automatically. You can also enter the name in another language, usually English. Next, you'll need to select the type of job you want to set up

The fee for reserving a company name is HRK 40,000. Once you have paid to reserve the name, the name will be reserved and no other company will be able to use the name you have suggested.

Once approved, the name will remain reserved for two weeks from the date of approval. If you wish to extend the reservation period, you must make another payment to reserve the business name for another two weeks. The previous period was three months, but from October 1, 2020, the Ministry of Culture issued the notification no. 2993 which changed the company retention period from three months to just two weeks.

You will then need to select your business operations according to the Standard Industrial Classification (SIC codes), provide a registered office lease and the necessary shareholder and director information.

The capital of the company must be at least 4 million KHR (1000 USD).

Once the registration is approved by the MOC, you will receive a certificate of registration which can be obtained from the Registration Department and issued online.

The registration process costs KHR 2,155,000. The registration fee can be paid online via ABA payment or credit/debit card payment. It usually takes 2 – 3 weeks to register a company in Cambodia, however, the stated goal of the Ministry of Commerce is to reduce this time to 8 – 10 working days to complete all steps.

When registering with the Ministry of Commerce the following documents must be uploaded:

• Land ownership or lease agreement for company location
• Current photograph not older than three months of the director, shareholder (if the shareholder is a natural person) and/or representative (if the shareholder is a legal person) with a white background

• Identity card or passport of the manager, the shareholder (if the shareholder is a natural person) and/or the representative (if the shareholder is a legal person)
• Articles of Association in English and Khmer
• Reference document (can be a letter stating the permission of the existing company to use a similar company name, special licenses and related documents)
• Letter of authorization if the person completing the application is your agent

What is the Cambodia Data Exchange System (CamDX)?

CamDXis a company registration platform that makes company registration more convenient and easy if your company needs to register with MoC, GDT, MLVT and other ministries. This platform saves the time of registering and obtaining digital licenses or certificates and costs much less than the previous process.

All business and commercial enterprises in Cambodia must be registered through the newonline 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 electronic business registration and unique but decentralized data exchange between information systems that offer a standardized and secure way of providing and using services.

CamDx ensures confidentiality, integrity and interoperability between many different parties in data exchange.

Phase 3: Subsequent registration

After successful registration, you must complete certain post-registration obligations, such as collecting the company seal, opening a company bank account and registering with the National Social Insurance Fund.

Company seals

After registering the company, you must obtain company seals from the seal maker and they must conform to the format specified by the MOC. The MPC will then register the seal of the company.

Verification and approval of registration documents

The documents that must be sealed at the Department of Administration and General Affairs are the articles of association and the certificate of incorporation.

Tax return

To register for the tax, you will need to fill out the General Tax Administration application on the website of the registration service.

The following documents must be attached:

• Proof of payment of real estate tax or details of corporate assets
• Bank account details (must be submitted in digital format within 15 working days of tax registration. Otherwise the certificates issued by the G.G.T. will be revoked)

Opening a business bank account

The company must open a bank account and pay the share capital to the bank. The bank account statement that the capital has been deposited must then be submitted to the online registration within fifteen days of receipt of the incorporation certificate.

Some banks in Cambodia are:

• ACLEDA Bank
• Canadian Bank
• Foreign Trade Bank of Cambodia
• Union Commercial Bank
• ANZ Royal
• Vattanac banka
• Maybank Kambodža
• Advanced Bank of Asia Limited

Notification to the Ministry of Labor and Vocational Education

Before starting their activity, all companies must submit a written declaration to the Ministry of Labor and Vocational Education.

Companies with at least eight employees must have internal regulations that adapt the general provisions of labor law, including conditions of employment, payment of wages, benefits, working hours, health and safety measures and personal leave. The internal regulation must be submitted within three months of the establishment of the company.

Apply to the National Social Insurance Fund

Employers who have at least one employee must register with the National Social Security Fund (NSF).

The employer should complete the company registration forms and the employee applications and submit them to the ESYE together with the necessary supporting documents.

The accompanying documents mentioned in the company registration are:

• Certificate of incorporation of the company
• Patent tax certificate
• List of employees
• Identity card or passport of the representative of the company

Once registration is complete, the employer must report the monthly Social Security contribution by the 15th of each month.

Capital and foreign exchange restrictions in Cambodia

Cambodia's national currency is the Riel (KHR), but most transactions are done and denominated in US dollars.

The LCE sets the minimum number and price of shares to be issued by the company, requiring the company to issue at least 1,000 shares with a minimum par value of KHR 4,000 per share. Therefore, the required minimum company capital is 4,000,000 KHR (approximately 1,000 USD). A company can have several classes of shares with different rights. However, some licensed activities must 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 registered commercial banks or branches of foreign banks must have a minimum registered capital of USD 75,000,000
• Subsidiaries of foreign investment grade banks must have a registered capital of at least USD 50,000,000
• Non-investment grade foreign bank branches must have at least USD 75,000,000 in registered capital
• Locally registered specialty banks must have at least $15,000,000 in registered capital
• MFIs licensed to accept deposits must have a minimum share capital of USD 30,000,000. MFIs without a deposit-taking license must have a minimum share capital of USD 1,500,000.

Transfer of funds

Currently, there are no restrictions on the transfer of funds to or from Cambodia, nor are there any general restrictions on foreign exchange transactions as long as they are conducted through authorized intermediaries such as commercial banks.

In addition, there is no difficulty in purchasing foreign currencies, which can be purchased freely through the local banking system. In times of economic or financial crisis, the National Bank of Cambodia (NBC) may impose temporary restrictions on the work of authorized intermediaries. A recipient of overseas funds of USD 10,000 or more must complete a preliminary declaration to submit to the NBC.

conclusion

If you need help registering a company in Cambodia, please don't hesitate to get in touchTo adjust.