Prior to entering into an agreement to purchase shares in an existing limited company in Cambodia, it is recommended that the purchaser obtain the following documents for review:
- Memorandum of Association (in English and in Khmer) (“M&A”);
- Certificate of Incorporation;
- Approval letter from the Ministry of Commerce confirming the registration;
- Company Bylaws (if any);
- Any contracts or understandings that limit the power of the Company to enter any agreements such as loan agreements;
- the most recent Annual Declaration to the General Tax Department; and
- current VAT and Patent Tax certificates,
Due to the difficulty with performing a litigation search in Cambodia, the target company may provide a Certification Letter certifying the absence of pending or undisclosed lawsuits.