Memorandum and Articles of Association (M&A)

Article 93 of the Law on Commercial Enterprises states the required contents to be stated in the M&A:
(a) The name of the company;

(b) The company’s registered office in the Kingdom of Cambodia;

(c) The objectives of the company and any restrictions on the business that the company may carry on. Company objectives may include one or more types of businesses not contrary to any provision of law;

(d) The authorized capital to be stated in national currency (Khmer Riel);

(e) The classes and any maximum number of shares and the par value per shares that the company is authorized to issue.

(f) If the company is authorized to issue more than one class of shares, the articles of incorporation shall state the maximum number of shares and the par value per share and shall describe the rights, privileges, restrictions and conditions attached to each class.

(g) If a class of shares may be issued in series, the articles shall authorize the directors to fix the number of shares in each series, to determine the designation of each series, and to determine the rights, privileges, restrictions and conditions attached to each series.

(h) If the issue, transfer or ownership of shares of the company is to be restricted, a statement to that effect and a statement as to the nature of such restrictions.

(i) The name and complete address of each shareholder.

(j) The number of directors, or the maximum and minimum number of directors of the company.
The M&A may also include any other necessary provision (Article 94).

The M&A shall be signed or initialed by all the shareholders (Article 95).

About Daniel Noonan

I am an attorney licensed in the State of Illinois USA, acting as a business consultant in the developing economies of Southeast Asia (Cambodia, Laos, Myanmar).

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