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Doing Business in Cambodia
 
 
 

Forms of Business Organisation

The “Law Bearing upon Commercial Regulations and the Commercial Register” was first enacted in May 1995 and modified in November 1999. This law defines the meaning of “Merchant”, “Trade”, “Trading Activities”, etc. and stipulates the obligation of the companies, including the foreign business, to register and the procedures of commercial registration.

The “Law on Commercial Enterprise” was adopted by the National Assembly on April 26, 2005, and promulgated in May 19, 2005, as the first comprehensive company law in Cambodia. This Law applies to the “Partnership,” which falls into the category of a General Partnership or a Limited Partnership; “Limited Company,” which is either a Private Limited Company or a Public Limited Company; and “Foreign Business” as well.

A partnership or company shall continuously maintain a registered office and a registered agent, who is a legally competent natural person in Cambodia; register with the Registrar the specific location of the office and the name of the agent (Article3); and display its name in the Khmer language, which shall be placed above and shall be larger than the name in another language.

Limited Company

The “Law on Commercial Enterprise” authorises the formation of a “limited company,” including “private limited companies” and “public limited companies,” to carry on business in Cambodia.

As for a Private Limited Company, the general requirements are:

1. The company may have from 2 to 30 shareholders.
2. When a private limited company is established by one person, it shall be called a “Single Member Limited Company.”
3. The company may not offer its shares to the public.
4. The company has one or more restrictions on the transfer of each class of its shares.
5. The company shall be considered as a private limited company once registered in compliance with prescribed forms determined by a Prakas of the Ministry of Commerce.

Creation of a Limited Company

One or more competent natural persons or legal persons may create a limited company by filing an Article of Incorporation with officials at the Ministry of Commerce, and a “Certificate of Incorporation” shall be issued by the Ministry of Commerce after filing. A company comes into existence and acquires a legal personality on the date when the company is registered.

Shares

The company shall issue a minimum of 1,000 shares with a par value of not less than 4,000 Riels (approximately US$1) per share and has only one class of shares and the right of the holders of these shares is equal, unless otherwise provided in the articles. The shareholder’s liability to the company is limited to the price of the shareholder’s subscription. When there is unanimous shareholder agreement, the existence of such agreement has to be written on the share certificate.

Khmer Nationality

A company shall be deemed to be of Khmer nationality if the company has a place of business and a registered office in Cambodia and more than 51% of the voting shares of the company are held by a natural or legal person of Khmer nationality.


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