Cambodia’s commercial-enterprise framework is governed by the Law on Commercial Enterprises (2005), as substantially amended by the Law on the Amendment of the Law on Commercial Enterprises (Royal Kram No. NS/RKM/0122/003, effective January 29, 2022), and the related Law on Commercial Rules and Register and its 2022 amendment. Business registration is now primarily conducted online through the government’s integrated registration portal at registrationservices.gov.kh using a CamDigiKey digital identity account.

1. What types of business entities can be formed in Cambodia?

The Law on Commercial Enterprises recognizes the following principal forms:

• Private limited company (LLC): By far the most common structure for foreign investors. Shareholders’ liability is limited to their capital contribution.
• Public limited company: Less common; subject to additional regulatory requirements.
• Partnership: General and limited partnership forms are available.
• Sole proprietorship: Recognized since the 2022 amendment. The business has no separate legal personality from the owner; the owner bears unlimited liability. The business name must include “Sole Proprietorship” or the permitted abbreviation.
• Branch of a foreign company
• Representative office

2. How does an investor set up a private limited company? What are the minimum capital requirements?

Registration is conducted through Cambodia’s Online Business Registration portal (registrationservices.gov.kh), which integrates the Ministry of Commerce, General Department of Taxation, and Ministry of Labour and Vocational Training through the CamDX data-exchange platform. The process generally proceeds in seven steps: (1) creating a CamDigiKey account; (2) logging in; (3) completing the application and uploading documents; (4) paying fees online; (5) awaiting the registration decision; (6) responding to any requests for additional information; and (7) downloading the digital certificates.

Where the application is complete and correct, registration — including commercial registration, tax registration, enterprise-opening notification, and enterprise-establishment registration — may be completed within approximately 8 working days.

The minimum registered capital for a private limited company is US$1,000, or the equivalent in Cambodian Riel (KHR 4,000,000). A higher amount applies in practice to certain licensed sectors and to projects registered with the Council for the Development of Cambodia. See Capital Requirements.

The company receives a single unified registration number, which serves as its identity number across government registrations.

3. What is a company secretary and is one required?

Yes. Following the 2022 amendment, all companies (not sole proprietorships) must appoint a company secretary who has a permanent address in Cambodia. The company secretary is responsible for receiving and maintaining company documents and serves as the official contact for notices and official communications. This requirement replaced the former registered-agent concept.

4. Can a company be 100% foreign-owned?

Yes. A private limited company may be 100% foreign-owned for most business activities. A Cambodian partner is not required unless the company will hold title to land, in which case a minimum of 51% Cambodian shareholding is required. Both single-shareholder and multiple-shareholder companies are permitted.

5. What government registrations, permits, and licenses are required?

All companies must obtain:

• Commercial Registration Certificate (also called a Certificate of Incorporation) from the Ministry of Commerce.
• Patent Tax Certificate and VAT certificate from the General Department of Taxation.
• Office registration letter from the relevant local authority.

Depending on the business activity, additional sector-specific licenses from the relevant ministry may be required (e.g., for tourism, banking, construction, transportation, media, healthcare, agro-industry, etc.). Since 2022, company information changes (such as director and shareholder amendments) can be processed digitally through the CamDX system.

6. How long does registration take?

Where the application is complete, the integrated online process can be completed within approximately 8 working days. For projects seeking CDC investment incentives (QIPs), a separate CDC registration process applies with a 20-working-day statutory timeline.

7. When is registration required? What are the penalties for failure to register?

A company engaging in commercial activity must be listed on the Commercial Register of the Ministry of Commerce. Tax registration with the General Department of Taxation (GDT) is required within 15 working days of commercial registration.

Failure to register with the GDT can result in fines of up to KHR 10 million (approximately USD 2,500) and the possibility of criminal charges and imprisonment of up to one year. The GDT may register non-compliant companies on its own initiative and determine effective dates, potentially resulting in liability for back taxes, penalties, and interest.

8. Are share certificates issued? How are shares transferred?

Share certificates are recognized by the Law on Commercial Enterprises but their issuance is not common in practice. Neither the Ministry of Commerce nor the CDC maintains a register of share certificates. The document evidencing shareholding is the company’s most recent Memorandum and Articles of Association as filed with and approved by the Ministry of Commerce.

A share transfer is effected by amending the shareholding in the M&A and completing the approval and registration process with the Ministry of Commerce (and the CDC, where applicable). Bearer securities and endorsement of shares in bearer form were repealed by the 2022 amendment.

9. Does Cambodia have Special Economic Zones?

Yes. The CDC approves and oversees Special Economic Zones (SEZs) operating in Cambodia, located in Phnom Penh, Sihanoukville, Kampot, Kandal, Poipet, Koh Kong, Banteay Meanchey, and Svay Rieng, among others. All legal business activities are permitted within SEZs. QIPs located in SEZs are eligible for all standard QIP benefits and additionally may benefit from VAT exemption on imports.