This guide will provide you with an overview of how to register a company in Cambodia.

The process of setting up a company in Cambodia requires you to make decisions and complete several statutory requirements. There are three main stages you will have to go through, which are the pre-registration stage, registration stage and post-registration stage.

Let’s see how companies are registered in Cambodia.

Stage 1: Pre-registration

There are several requirements you must complete before you are able to register the company with the relevant authorities. This includes deciding on a business entity, appointing company officers, renting an office and drafting the company’s articles of incorporation.

Select a suitable business entity

The first step to make when establishing a company is choosing the right business entity. There are six entities available in Cambodia, which are:

1. Sole proprietorship
2. Partnership
3. Limited liability company
   1. Private limited company
   2. Public limited company
   3. Single-member private limited company
4. Representative office
5. Foreign branch office
6. Subsidiary

Decide on company officers

A private limited company is required to have a minimum of one director, and public limited company must have at least three directors. There is no restriction on the nationality of the company directors.

A private limited company must have 2 to 30 shareholders, and one individual can form a single-member private limited company.

Registered agent

A company is required to have a registered agent who is a legally competent natural person and a resident in Cambodia. The registered agent has the authority to receive official papers and documents from courts on behalf of the company.

Articles of incorporation

The articles of incorporation must include the following information:

• Amount of authorised capital, issued capital and paid-up capital
• Company’s business activities
• Company period of incorporation
• Purposes and objectives of the company
• The name of the company
• The domicile of the company
• The number of shares, shares classification (if any), number of shares for each classification, rights attached to each share and nominal value for each share
• The name and number of the members of the board of directors and members of the board of commissioners
• The place and procedures for holding a general meeting of shareholders
• The procedures of appointment, replacement and dismissal of the members of the board of directors and board of commissioners
• The procedure for profit utilisation and dividend distribution

Registered office address

If the company is going to locate its business operations in Phnom Penh, the company must register the address with the Phnom Penh Municipal Office. If the office intends to locate its business address in Siem Reap, it must register the address with the Siem Reap Municipal Office.

Documents to be submitted include:

• Application form to Mayor or Phnom Penh
• Copy of the company’s articles of incorporation (if a limited company)
• Copy of registration certificate
• Copy of business license from the Ministry of Commerce
• Copy of identity card or passport of the person who signed the application
• Photo of the front entrance of the office
• Land title or lease agreement