CBG Instructional Guide
100% BUSINESS OWNERSHIP
Content of CBG Instructional Guide
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DIFFERENT TYPES OF BUSINESS STRUCTURES WHERE 100% FOREIGN OWNERSHIP IS ALLOWED
In Cambodia, even if you are a foreign national, you can legally own 100% of your business enterprise. Listed below are the types of business structures where 100% foreign ownership is allowed. Each one is listed with its basic characteristics and the prohibitions that must be observed when its registered owner is a foreign national.
Click any of the links below to see the business structure that best fits your business purpose and plan.
1
Ownership of a business enterprise registered as a
SOLE PROPRIETORSHIP
- This type of business structure is registered to be solely owned by one person.
- It can be 100% fully owned by a foreign national.
- A foreign national registered as the sole proprietor of a business enterprise can purchase or rent a place in a building, but is prohibited by law from purchasing and owning the ground floor of that building. It can lease a piece of land but is prohibited by law from purchasing and owning real estate property (land) in Cambodia.
- The sole proprietor takes responsibility for all liabilities incurred by the business enterprise, including the risk of losing not only the assets of the business but personal assets as well, if the business fails with debts, payable damages, or losses with payable obligations.
READ IMPORTANT ADVISORY
The government registration authorities strongly advise foreign entrepreneurs and investors in Cambodia to appoint a local (Cambodian) business registration agent or representative to assist with the registration process, particularly in receiving and understanding documents written in Khmer.
While the content of this Registration Guide was based on available and obtainable data from the relevant government sources, it may only provide the basic information needed to be known by those who are planning to establish a business enterprise in Cambodia. There could also be changes without notice or inadvertent errors in the content. To ensure a greater understanding and more specific knowledge of the registration and financial requirements, the Cambodia Business Guide (CBG) advises the users of this Registration Guide to further consult matters needing more clarification with an established business consulting firm in Cambodia with competence to assist in the registration process. We can recommend a licensed and reputable business consulting firm or agent.
2
Ownership of a business enterprise registered as a
SINGLE-MEMBER PRIVATE LIMITED COMPANY
- This type of business enterprise structure is owned by a single individual, but it is classified as a "company".
- As a "company", it is legally recognized as a distinct entity with a legal personality that is separate from the legal personality of its single owner.
- If the business enterprise is registered with a single owner who is a foreign national, the company is legally recognized as 100% foreign-owned.
- The owner of a Single-Member Private Limited Company also acts as the director of the business operation of the company.
- Being specified in its registration as a private company with limited ownership liability, the responsibility for all liabilities of the business enterprise is limited only to the extent of capital invested by its single owner into the enterprise. It does not put the owner's personal assets (such as personal possessions, cars, personal bank account, etc.) at risk of being subject to legal seizures or attachments to settle unmet obligations if the business fails with financial debts, payable damages, and losses with payable obligations.
- A Single-Member Private Limited Company that is 100% foreign-owned can purchase or rent a place in a building, but is prohibited by law from purchasing and owning the ground floor of that building. It can lease a piece of land but is prohibited by law from purchasing and owning real estate property (land) in Cambodia.
- The registration of a Single-Member Private Limited Company requires more documentary support (such as Articles of Incorporation, among others) and annual reports (such as Annual Declaration of Commercial Enterprise) to be submitted to the Ministry of Commerce.
- Being classified as a "company", it is required to write "Private Limited Company" or "Co., Ltd." at the end of its business name to clearly differentiate it from a Public Limited Company.
READ IMPORTANT ADVISORY
The government registration authorities strongly advise foreign entrepreneurs and investors in Cambodia to appoint a local (Cambodian) business registration agent or representative to assist with the registration process, particularly in receiving and understanding documents written in Khmer.
While the content of this Registration Guide was based on available and obtainable data from the relevant government sources, it may only provide the basic information needed to be known by those who are planning to establish a business enterprise in Cambodia. There could also be changes without notice or inadvertent errors in the content. To ensure a greater understanding and more specific knowledge of the registration and financial requirements, the Cambodia Business Guide (CBG) advises the users of this Registration Guide to further consult matters needing more clarification with an established business consulting firm in Cambodia with competence to assist in the registration process. We can recommend a licensed and reputable business consulting firm or agent.
3
Ownership of a business enterprise registered as a
(Standard) PRIVATE LIMITED COMPANY
- In relation to its business registration, it is also referred to as the "Standard Private Limited Company".
- In Cambodia, a business enterprise that is registered as a Private Limited Company has several shareholders. It has at least two (2) shareholders upon registration and can have up to thirty (30).
- If all the shareholders are foreign nationals, it is legally recognized in Cambodia as 100% foreign-owned.
- A Private Limited Company that is 100% foreign-owned can purchase or rent a place in a building, but is prohibited by law from purchasing and owning the ground floor of that building. It is also prohibited by law from purchasing and owning a real estate property (land) in Cambodia.
- If at least fifty-one percent (51%) of the shareholders are Cambodians, the company is no longer 100% foreign-owned. In this corporate status, it is no longer prohibited to purchase and own real estate property (land) in Cambodia.
- A Private Limited company is recognized as a distinct entity with a legal personality that is separate from the legal personalities of its shareholders.
- In this type of business enterprise structure, the responsibility for all liabilities of the company is limited only to the extent of capital invested by the shareholders into the company. It does not put a shareholder's personal assets (such as personal possessions, cars, personal bank account, etc.) at risk of legal seizure or attachment to settle unmet obligations if the business fails and has debts, payable damages, and other payable obligations.
- The registration of a Private Limited Company requires more documentary support (such as Articles of Incorporation, among others) and annual reports (such as Annual Declaration of Commercial Enterprise) to be submitted to the Ministry of Commerce.
- Being classified as a "company", it is required to write "Private Limited Company" or "Co., Ltd." at the end of its business name to clearly differentiate it from a Public Limited Company.
READ IMPORTANT ADVISORY
The government registration authorities strongly advise foreign entrepreneurs and investors in Cambodia to appoint a local (Cambodian) business registration agent or representative to assist with the registration process, particularly in receiving and understanding documents written in Khmer.
While the content of this Registration Guide was based on available and obtainable data from the relevant government sources, it may only provide the basic information needed to be known by those who are planning to establish a business enterprise in Cambodia. There could also be changes without notice or inadvertent errors in the content. To ensure a greater understanding and more specific knowledge of the registration and financial requirements, the Cambodia Business Guide (CBG) advises the users of this Registration Guide to further consult matters needing more clarification with an established business consulting firm in Cambodia with competence to assist in the registration process. We can recommend a licensed and reputable business consulting firm or agent.
4
Ownership of a business enterprise registered as a
PUBLIC LIMITED COMPANY
- This type of business enterprise can be 100% owned by a group of foreign nationals who hold shares of stock in the enterprise.
- While it must have at least two (2) shareholders upon registration, in its operation, it is allowed to sell shares to the public, so the number of shareholders, or stockholders, is unlimited.
- It is recognized as a distinct entity with a legal personality that is separate from the legal personalities of its shareholders.
- In this type of business enterprise structure, the responsibility for all liabilities of the company is limited only to the extent of capital invested by the shareholders into the company. It does not put a shareholder's personal assets (such as personal possessions, cars, personal bank account, etc.) at risk of legal seizure or attachment to settle unmet obligations if the business fails and has debts, payable damages, and other payable obligations.
- A Public Limited Company that is 100% foreign-owned can purchase or rent a place in a building, but is prohibited by law from purchasing and owning the ground floor of that building. It is also prohibited by law from purchasing and owning a real estate property (land) in Cambodia.
- If at least fifty-one percent (51%) of the shareholders are Cambodians, the company is no longer 100% foreign-owned. In this corporate status, it is no longer prohibited to purchase and own real estate property (land) in Cambodia.
- A business enterprise classified as a Public Limited Company (PLC) in Cambodia requires, in its registration, more documentary support (such as Articles of Incorporation, among others) and annual reports (such as Annual Declaration of Commercial Enterprise) to be submitted to the Ministry of Commerce.
- Being classified as a "company", it is required to write "Public Limited Company" or "PLC" at the end of its business name to clearly differentiate it from a Private Limited Company.
READ IMPORTANT ADVISORY
The government registration authorities strongly advise foreign entrepreneurs and investors in Cambodia to appoint a local (Cambodian) business registration agent or representative to assist with the registration process, particularly in receiving and understanding documents written in Khmer.
While the content of this Registration Guide was based on available and obtainable data from the relevant government sources, it may only provide the basic information needed to be known by those who are planning to establish a business enterprise in Cambodia. There could also be changes without notice or inadvertent errors in the content. To ensure a greater understanding and more specific knowledge of the registration and financial requirements, the Cambodia Business Guide (CBG) advises the users of this Registration Guide to further consult matters needing more clarification with an established business consulting firm in Cambodia with competence to assist in the registration process. We can recommend a licensed and reputable business consulting firm or agent.
