Shareholder Representative

Authorized Shareholder Representative

In the standard form of M&A, the person who represents a corporate shareholder is called the Authorized Representative. It is the Authorized Representative who signs shareholder resolutions and official documents requiring the corporate shareholder’s signature.

One of the key functions of an Authorized Representative is to sign official documents, applications etc. that need to be executed by the corporate shareholder. The Authorized Representative is often an individual that is based in Cambodia. This is mainly for logistical reasons, as Cambodian authorities sometimes require that the representative sign documents in the physical presence of the official. Examples include share transfer applications, capital increase applications, etc.

It is the common practice of the MoC to identify the Authorized Representative in the M&A of the company and for the Authorized Representative to sign the M&A on behalf of the corporate shareholder.

The powers of the Authorized Representative are set out in a resolution (and power of attorney) of the corporate shareholder. Government officials may ask to sight this resolution, along with the corporate documents of the Cambodian company to confirm the authority of the Authorized Representative to act. Cambodian officials require a specific resolution and PoA with respect to certain matters – such as share transfers, capital increases etc – of which they will keep a copy for their records. Cambodian officials take a cautious approach, and want to satisfy themselves that the person purporting to represent a corporate shareholder is duly authorized.

Only in rare circumstances will the Authorized Representative of the corporate shareholder need to act, and there are few circumstances where he/she is required to appear in person before Governmental officials (i.e. share transfer application, capital increase application, CDC applications, Cadastral land transfer applications etc).

In order to change the shareholding structure, the MoC would require a resolution of the corporate shareholder (which would need to be executed in accordance with its constitutional documents and jurisdictional formalities). The limited powers of the Authorized Representative only relate to the Cambodian company, not to the corporate shareholder company itself.

It is possible to have more than one authorized representative. We suggest having a representative based in Cambodia, if possible, for logistical reasons.

About Daniel Noonan

I am American lawyer working as a business consultant in the developing economies of Southeast Asia (Cambodia, Laos, Myanmar) since 2007.

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