Daniel Noonan

In Cambodia, it is common and accepted practice to use certification by a lawyer to witness the signing of documents and to validate the identity of the persons signing. While a notary public can be used for the same task there are only certain instances where ONLY certification by a Notary Public will be accepted … Read More

In Cambodia, a “patent certificate” has nothing to do with intellectual property protection – which is under the authority of the Ministry of Industry and Handicrafts. The patent certificate signifies registration of a specific line of business with the tax department where the company is located in Cambodia.  A company may have more than one … Read More

Cambodian law recognizes pre-incorporation status and the validity of pre-incorporation contracts. Any debts or legal obligations incurred by the company while in a pre-incorporation status may be adopted by the company once it has been incorporated.

Registering a new limited company in Cambodia, requires proof that the required minimum capital (US$1,000) has been deposited into a bank in the Kingdom of Cambodia. Therefore, a bank account must be established at a licensed bank in the Kingdom of Cambodia in order to complete company registration/incorporation. For a project company seeking investment incentives … Read More

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 … Read More

There are 2 different types of annual declarations in Cambodia: The Annual Declaration of Commercial Enterprise is filed with the MOC every year from the date of online re-registration for each year following re-registration. This process is now done online through the MOC website and is a confirmation of the company’s current directors, shareholders, capital, … Read More

The M&A may be amended by a Special Resolution of the shareholders. A limited liability company may amend its M&A several times and at any time (LOCE Article 235) by a Special Resolution.   Written notice of a general meeting of the shareholders to amend the articles must be given at least twenty (20) days … Read More

Article 119 of the Law on Commercial Enterprises states the M&A may provide for the rights of the directors to: (1) Appoint and remove all officers and determine the specific rights for such officers; (2) Set the salaries and other compensation of such officers; (3) Fix the salary or other compensation for directors and submit … Read More

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 … Read More

Reserve company name online with Ministry of Commerce; Draft Memorandum and Article of Association of the company and submit to MOC with supporting documents to  register a limited company or branch office in Cambodia; Obtain company bank account; Register with General Department of Tax following MOC approval and obtain Patent Tax certificate (estimate 1 month … Read More