Following closing (execution of the share purchase agreement) the existing shareholders of the company shall vote, act, sign and consent to all actions necessary by law or corporate governance to complete the following:
1. Sign a resolution to request and obtain the approval of the Ministry of Commerce (MoC) to transfer the purchase shares to the Buyer and to register the Buyer’s ownership with the MoC.
2. Deliver to the Buyer the amended Articles (signed by all existing shareholders of the Company, and all Directors), showing the Buyer as the owner of the purchase shares.
3. Deliver to the Buyer a full set of MoC transfer documents (signed and thumb printed), in English and in Khmer, that are necessary to transfer the purchase shares to the Buyer.
4. Prepare and execute all share transfer forms and fully comply with procedures required by the MoC to register the purchase shares in the name of the Buyer, including (if required by the MoC) personally appearing through their authorized representatives at the MoC.
5. Register the share transfer with GDT and obtain GDT stamp for evidence of payment of share transfer tax (0.1% of the contractual share sale price). The GDT will stamp the approved revised company Articles upon payment of the tax.
6. Deliver the amended Articles as filed and stamped at the MoC, together with the MoC approval letter confirming the filing of the Amended Articles, to the Buyer
Practical advice on doing business in Cambodia