Shareholder Representative

Authorized Shareholder Representative

Under the standard form of Memorandum and Articles of Association (M&A) of a Cambodian company, 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, and other instruments that need to be executed by the corporate shareholder. The Authorized Representative is often an individual based in Cambodia, primarily for logistical reasons — Cambodian authorities sometimes require the representative to sign documents in the physical presence of the official. Examples include share transfer applications, capital increase applications, and CDC applications.

It is the common practice of the Ministry of Commerce (MoC) to identify the Authorized Representative in the M&A 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 request this resolution, together with the corporate documents of the Cambodian company, to confirm that the Authorized Representative is duly authorized. Cambodian officials require a specific resolution and PoA for certain matters — such as share transfers, capital increases, and CDC applications — of which they will keep a copy for their records.

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

It is possible to have more than one authorized representative. Having a representative based in Cambodia is recommended for practical reasons.

Digital Updates

Since the expansion of Cambodia’s CamDX online registration system in January 2024, certain changes to company information — including updates to director and shareholder details — can be processed digitally through the Ministry of Commerce’s online platform at registrationservices.gov.kh. However, some transactions (including those requiring Cadastral thumb-printing or government-official presence) continue to require in-person steps. The practical requirements for each transaction type should be confirmed with the relevant authority.