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    BUSINESS REGISTRATION IN CAMBODIA

    Cambodia is situated between Vietnam, Laos, and Thailand, in the Southeast Asian region. The three primary industries in Cambodia are agriculture, tourism, and forestry. Aside from these industries, Cambodia’s clothing and textile industries are flourishing. For Cambodia, textile and clothing exports are quite profitable.

    Since registering a company in Cambodia just needs two shareholders and a minimum of one director, it’s quite simple. To incorporate a business in Cambodia, a foreigner does not need to be present in person. As a result, doing business in Cambodia is quite easy.

    KEY REQUIREMENTS FOR CAMBODIA COMPANY REGISTRATION

    TIMELINE FOR SETTING UP A BUSINESS IN CAMBODIA

    Incorporation of a Company
    2 to 3 Weeks
    Corporate Bank Account Opening
    2 to 4 Weeks

    ELIGIBLE BUSINESS STRUCTURES FOR COMPANY REGISTRATION IN CAMBODIA

    Limited Liability Company

    This type of entity’s liability is limited at the initial investment. The stockholders are not personally liable. In Cambodia, this entity type is the most often used type of corporate structure. This type of organization requires a minimum capital of KHR 4 million, or around USD 1,000. A foreign investor’s venture is often approved by the Council for the Development of Cambodia (CDC).

    The demands of the directors and members can be accommodated by this kind of flexible corporate organization. Limited liability companies come in three different formats, which are as follows:

    • Individual Limited Company
    • Public Limited Company
    • LLC with a single member.

    Branch Office

    If a foreign business wants to grow in Cambodia, opening a branch office is a good alternative. By establishing a branch office in Cambodia, owners of foreign businesses can create an extension of their main firm.

    A Branch Office’s role in Cambodia is to support the overseas parent company’s operations and revenue-generating activities.

    All of the Branch Office’s debts and liabilities must be paid by the parent firm.

    The corporate name of the parent firm and the name of the branch office must be the same.

    Representative office

    Establishing a Representative Office (RO) in Cambodia is an alternative for foreign investors who wish to learn more about conducting business and exploring opportunities for investment in the nation.

    Before deciding to establish a firm in Cambodia, a Representative Office helps international investors carefully evaluate the viability of doing business in the country.

    It is forbidden for Representative Offices operating in Cambodia to engage in commercial operations such as frequent product purchases and sales, manufacturing, processing, or construction-related activities. Because of this, Representative Offices in Cambodia are exempt from the Corporate Income Tax.


    ELIGIBILITY CRITERIA FOR COMPANY REGISTRATION IN CAMBODIA

    Registered Business Address

    To conduct business, the Company needs a physical registered office. This is one of the conditions for registering a business in Cambodia.

    Agent

    To complete the tasks in Cambodia, the Company has to choose an agent. When conducting business, this agent is required to act on behalf of the firm or partnership. The agent needs to be a natural person living in Cambodia.

    Using a Khmer Name

    A Khmer name must be used by the applicant seeking company registration in Cambodia. The name in Khmer must also be presented if the applicant is a foreign corporation and wishes to display a name in another language. The Khmer name has to be more prominent than the other name. The name of the business must appear in Khmer on all official letterheads and documentation.

    Company Secretary

    To handle all business-related formalities, the corporation must choose a company secretary.

    Keeping Records

    All businesses must keep records in their registered place of business in compliance with the Law on Commercial Enterprises such as:

    • The documents of incorporation
    • The annual accounts
    • Minutes of the Meeting
    • Resolutions
    • Copies related to all notices on the company

    DOCUMENTS REQUIRED FOR COMPANY REGISTRATION IN CAMBODIA

    • The leasing agreement or land title of the business’s location
    • A recent, white-background photo of the director, shareholder (if they are a physical person), and/or representative (if they are a legal organization) taken no more than three months ago
    • The director’s passport or national identity card, the shareholder’s (if a physical person), and/or representative’s (if a legal entity)
    • Articles of Incorporation in Khmer and English
    • Reference document (may include special permits, related paperwork, or a letter granting authorization to use a name similar to an already-existing business)
    • Authorization letter if the representative completes the application

    PROCEDURE FOR COMPANY REGISTRATION IN CAMBODIA

    Submit the information

    An applicant for business registration in Cambodia must comply with Article 5 of the Sub decree on Business Registration through the Information Technology System. All attachments then need to be uploaded into the system. Additionally, the applicant has the option to request that a representative submit the online application. Documents and information must be uploaded to this website.

    Online Records

    For the business registration procedure, all information must be provided online and sent to the appropriate ministries. The government would be required to tell the applicant if any inaccurate information was submitted.

    Examining the application

    In accordance with Article 8, the application will be reviewed by the ministry after submission. The applicant would receive the certificate from the Ministry of Commerce if the application was complete and error-free. The certificate would be given online. It can be printed out if the applicant wants a physical copy.

    The cost of registering is KHR 2,155,000. The registration cost may be paid online using ABA Pay or a credit or debit card. In Cambodia, registering a corporation typically takes two to three weeks. However, the Ministry of Commerce has indicated that it hopes to reduce this time to eight to ten working days.

    POST-INCORPORATION PROCEDURES FOR BUSINESS REGISTRATION IN CAMBODIA

    Company seals

    The applicant needs to obtain company seals from a seal maker after registering the business, and they should follow the format specified by the MOC. The MOC will subsequently register the company seal.

    Tax Registration

    The applicant must fill out the General Department of Taxation’s application form found on the registration service website in order to register for taxes. The corporate tax rate is 20%. The rate is 30% for oil and gas firms.

    The following documents need to be included:

    • Evidence of paid property taxes or the company’s property information
    • Information about bank accounts (which must be sent digitally within 15 working days of the tax registration. The GDT would cancel the provided certificates if this wasn’t done.)

    Corporate Bank account opening in Cambodia

    The initial capital must be deposited into a bank account that the company opens. Within fifteen days of receiving the certificate of incorporation, a bank statement confirming the capital deposit must be submitted to the online registration.

    The Ministry of Labor’s evaluation

    After obtaining business and tax registrations, the applicant must submit the entire procedure for review to the Ministry of Labour and Vocational Training. An administrative number will be given by this ministry to the applicant for Cambodian business registration. The administrative number would serve as proof of the business’s registration acceptance. 

    The Council of Development of Cambodia (CDC) would confirm the accuracy of the documentation within 20 days if the project is not on the negative list.

    Register with the National Social Security Fund

    Companies are required to register with the National Social Security Fund (NSSF) if they employ one person or more. Along with the necessary supporting documentation, the employer must fill out the forms for the Registration of an Enterprise and the Registration of Employees and submit them to the NSSF.

    The following supporting documents are listed on the Registration of an Enterprise:

    • The certificate of incorporation of the company
    • List of workers
    • Patent tax certificate
    • Identity card or passport of the company’s representative

    The employer must file the monthly NSSF contribution by the 15th of each month once the registration is complete.


    COMPLIANCES FOR COMPANY REGISTRATION IN CAMBODIA

    • Meeting of the Board of Directors

    Meetings of the Board of Directors shall take place no less than once every three months. This would apply to all Cambodian businesses.

    • Financial Statements

    Annual Financial Statements must be released in compliance with MOC regulations. The shareholders’ meeting must take place 21 days before this.

    • Submitting the Annual Declaration

    Every year, the corporation is required to file its annual declaration. This would be sent with the company’s status to the Ministry of Commerce (MOC).

    PROS AND CONS OF REGISTERING A COMPANY IN CAMBODIA

    PROS

    Government Scheme

    Government Scheme

    The Qualified Investment Project (QIP) initiative has been launched by the government. For resident enterprises in Cambodia, this program offers several benefits, such as duty-free subsidies on equipment and other types of operations, as well as a nine-year exemption from corporation tax. In addition, the value of new equipment and assets may depreciate by up to 35%.

    Different Traditions and Cultures

    Different Traditions and Cultures

    Cambodia is renowned for its rich cultural heritage. One of the biggest and oldest religious structures in the world is the well-known temple of Angkor Watt. Under the Khmer Empire, this temple was constructed.

    Oil and Gas Reserves

    Oil and Gas Reserves

    One of the most intriguing facts about the growth of tourism in Cambodia is its availability of old oil and gas reserves. As a result, investors should consider registering a business in Cambodia.

    Tourism Industry

    In Cambodia, the tourism sector is growing rapidly, generating a large portion of the country’s GDP. To encourage sustainable growth, the government introduced the idea of eco-tourism, which draws in more visitors from overseas. Tourism and related activities account for more than 10% of the nation’s GDP.

    CONS

    Corruption Registering a Company in Cambodia

    Corruption

    Corruption has impacted nearly every industry in Cambodia, ranging from minor payments to expedited administrative procedures to corruption in multimillion-dollar companies.

    Taxation Registering a Company in Cambodia

    Taxation

    The criminal provisions of the tax law in Cambodia are very serious. Article 125 of the Law on Taxation states that a taxpayer is deemed negligent if they fail to file a tax statement or pay tax by the deadline, or if the amount of tax paid is less than the amount established by tax regulations by no more than 10%.

    Infrastructure Registering a Company in Cambodia

    Infrastructure

    The transportation and utility infrastructures of Cambodia might not be as developed as those of certain other countries. This might lead to higher running costs and logistical challenges.

    WHY CHOOSE RELIN CONSULTANTS FOR BUSINESS REGISTRATION IN CAMBODIA?

    Relin Consultants has a team of experts who know Cambodia’s company registration requirements and procedures. Our team will prepare all the required documents and help you with post-registration requirements, such as opening a corporate bank account. 

    Contact us at Relin Consultants for further assistance with company registration in Cambodia.

    FAQs

    Can a foreigner own a business in Cambodia?

    Yes, a foreigner can own a business in Cambodia. It provides potential investors with a wide range of tax benefits and incentives. Except the ownership of land by foreign investors, the majority of sectors in Cambodia are open to 100% foreign direct investment.

    How long does it take to register a company in Cambodia?

    In Cambodia, registering a business typically takes two to three weeks.

    Is Cambodia a good country to do business in?

    For several factors, including its open market economy and continuous efforts to increase transparency, accountability, and effectiveness in the business sector, Cambodia is now a desirable location for investors. It is also a member of the World Trade Organization (WTO).

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