ONLINE REGISTRATION

In Cambodia, the registration of business enterprises can be done online through the internet.

To register online, you will use the government's official registration internet connection called the Online Business Registration Service (which is also called the Single Portal or the CamDX Platform). In this Guide, it will always be referred to as the Single Portal. Here is the link to that Single Portal: https://registrationservices.gov.kh/home-en/

In the Single Portal, you can send or upload the information that you need to provide for the registration of your business enterprise. You can respond to the questions you need to answer. You can upload the documents you need to submit and receive the digital versions of the documents you need.

The government ministries, departments, and agencies that are concerned with business registration, such as the Ministry of Commerce (MoC), the General Department of Taxation (GDT), the Ministry of Labor and Vocational Training (MLVT), and other government offices with functions relevant to your business, interact with you through the Single Portal.

Payment of registration fees can be made through the Single Portal.

Please be aware that while the registration can be done online, you need to do this when you are already in Cambodia, because of the preparations involved that can only be done when you are already in the country.

In this Guide, the registration of four types of business ownership structures is presented as listed below. Click the link to the particular type of structure that fits your business purpose and plan.

1

How to Register a

SOLE PROPRIETORSHIP

Business Enterprise

1. Definition and characteristics of a SOLE PROPRIETORSHIP business enterprise, including imposed prohibition:

- A Sole Proprietorship business enterprise is registered as solely owned and capitalized only by one person who is recognized as the sole proprietor.

- A foreign national who solely owns a business enterprise can have 100% ownership of it.

- A foreign national registered as the sole proprietor of a business enterprise can purchase, lease, or rent a place in a building and can also lease or rent a piece of land. However, a foreign national is prohibited by law from purchasing and owning the ground floor of the building structure and the land where the structure stands, and is likewise prohibited from purchasing and owning real estate property (land) in Cambodia.

- The sole proprietor takes sole responsibility for all liabilities that may be incurred by the business enterprise. This responsibility over liabilities includes the risk of losing not only the assets of the business enterprise but also the personal assets of the proprietor, if the business fails with debts, payable damages, or losses with payable obligations.

2. Preparations that need to be done before actually making the online registration of a SOLE PROPRIETORSHIP business enterprise:

- Prepare your passport. It still must have a remaining validity of at least six (6) months.

- Have an active mobile phone number in Cambodia.

- Have an email address.

- Have photos of yourself taken within the past 3 months.

- Open a savings or business account in the local bank. The recommended bank in Cambodia is the Advanced Bank of Asia (ABA), through which you can pay for your registration fee online.

- Secure a physical location in Cambodia that will serve as your office or place of business, with a specific address that you can write down in your application for business registration.

- Secure a lease agreement or rental contract to show proof of your occupancy of the place of your office or business enterprise in Cambodia.

- Have photos of the façade and entrance of the location of your office or place of business.

- Download the CamDigiKey mobile application from the Google Play Store. The government uses the CamDigiKey application as the single sign-in internet connection to access the government's Online Registration Service (Single Portal). Your account in the CamDigiKey app establishes your identity for verification and authentication before you enter the Single Portal for registration. To know more about CamDigiKey, use this link: https://camdigikey.gov.kh/

3. Steps in registering a SOLE PROPRIETORSHIP business enterprise in Cambodia:

3.1 Go to the Online Business Registration Service, or Single Portal, using your account in CamDigiKey.

3.2 Navigate to "Online Services". Choose the "Sole Proprietorship" and select "Incorporate a Sole Proprietorship".

3.3 Provide your proposed business name. The name will be reserved for you for up to 14 days.

3.4 Describe the business activity that you will do.

3.5 Enter the specific address of the place in Cambodia that you have secured to be your business office or place of business operation.

3.6 Enter your contact information.

3.7 Upload photos of yourself taken within the past 3 months.

3.8 Upload digital copies of your passport.

3.9 Upload digital copies of the lease agreement or rental contract of the place of your business enterprise, including the latest property tax receipt of the owner.

3.10 Upload photos of the façade and entrance of the location of your office or place of business.

3.11 Pay the registration fee (which is typically US$100 and up to US$200), using your credit or debit card, through the Advance Bank of Asia (ABA).

3.12 Expect to receive your digital Commercial Registration Certificate from the Ministry of Commerce within eight (8) working days, through the Single Portal. You will need to access it through your CamDigiKey account in the "My Company" section.

4. Additional Important Information

- You need to have a Work Permit. The business consulting company or agent you have appointed to assist you can facilitate your application for a Work Permit.

- If you plan to hire employees, you will need to complete the process of registration in the Single Portal with the Ministry of Labour and Vocational Training (MLVT).

- After the completion of incorporation with the Ministry of Commerce, you need to complete the process of registration with the General Department of Taxation (GDT) within fifteen (15) working days and provide the bank account information being asked for to avoid penalties or certificate revocation.

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

How to Register a

SINGLE-MEMBER PRIVATE LIMITED COMPANY

1. Definition and characteristics of a SINGLE-MEMBER PRIVATE LIMITED COMPANY, including imposed prohibition:

- A Single-Member Private Limited Company is a business enterprise that is formed and owned only by one person, but registered and classified as a "company".

- Being classified as a "company," it is legally recognized as a distinct entity with a legal personality that is separate from the legal personality of its owner.

- A foreign national registering a Single-Member Private Limited Company need not have a Cambodian partner and can have 100% ownership of the business enterprise.

- The single owner may also act as the sole director of the business operations of the company.

- In this type of business ownership, the responsibility for all liabilities in case the business fails, such as debts, payable damages, and losses with payable obligations, is limited only to the extent of capital invested by the owner into the enterprise, and does not put the owner's personal assets (such as house, cars, personal bank account, etc.) at risk of being subjected to legal seizures or attachments to settle unmet obligations.

- A Single-Member Private Limited Company is a specific variant of the business ownership structure that is classified as a Private Limited Company.

- This type of business enterprise is required to add "Private Limited Company" to its company name, or to write the suffix "Co., Ltd." at the end of the company name, to differentiate it from the company that is registered as a Public Limited Company (or PLC).

- A foreign national owning 100% of a business enterprise registered as a Single-Member Private Limited Company can purchase, lease, or rent a place in a building, but is prohibited by law from purchasing and owning the ground floor of the building structure and the land where the structure stands. It is likewise prohibited by law to purchase and own real estate properties (land) in Cambodia.

2. Preparations that need to be done before actually making the online registration of a SINGLE-MEMBER PRIVATE LIMITED COMPANY:

- Appoint a Cambodian business consulting firm or a competent representative who can help you in understanding documents written in Khmer (the Cambodian language) and in ensuring that the requirements of laws and regulations are followed.

- Prepare the business name that you will propose to identify your company, written in Khmer and in English.

- Prepare the Articles of Incorporation of your business enterprise to be registered as a Single-Member Private Company.

- Prepare a company seal.

- Prepare your passport with a remaining validity of at least six (6) months.

- Have an active mobile phone number in Cambodia.

- Have an email address.

- Have photos of yourself taken within the past 3 months.

- Prepare for the capital requirement of about US$5,000.00. The minimum required is $1,000.00, but it has been observed that declaring US$5,000.00 increases the government's confidence that you are serious about your business intentions.

- Be prepared for the basic registration fees that may all come up, more or less, about US$1,000.00. Broken down, they are as follows:

1. About US$540 for the Ministry of Commerce

2. About US$20.00 for business name reservation

3. Up to US$250.00 for registration with the General Department of Taxation (GDT)

4. Up to US$100.00 for the initial Patent Tax

5. Up to US$50.00 for the "Notice of Enterprise Opening" with the Ministry of Labor and Vocational Training (MLVT).

- Open a business account (aside from your savings account) in the local bank. The most recommended bank in Cambodia is the Advanced Bank of Asia (ABA), through which you can pay for your registration fee online.

- Secure a physical location in Cambodia that will serve as your office or place of business, with a specific address that you can write down in your application for business registration.

- Secure a lease agreement or rental contract to show proof of your occupancy of the place of your office or business enterprise in Cambodia.

- Have photos of the façade and entrance of the location of your office or place of business.

- Download the CamDigiKey mobile application from the Google Play Store. The government uses the CamDigiKey application as the single sign-in internet connection to access the government's Online Registration Service (Single Portal). Your account in the CamDigiKey app establishes your identity for verification and authentication before you enter the Single Portal for registration. To know more about CamDigiKey, use this link: https://camdigikey.gov.kh/

3. Steps in registering a SINGLE-MEMBER PRIVATE LIMITED COMPANY in Cambodia:

3.1 Go to the Online Business Registration Service (Single Portal) using your account in CamDigiKey.

3.2 Navigate to "Online Services". Choose the "Private" option, and select "Incorporate a Private Limited Company".

3.3 Provide your proposed business name. This will be held, reserved for you, for 14 days while you complete your business registration. Approval of the business name is usually given within four (4) days.

3.4 Upload the Articles of Incorporation of your business enterprise.

3.5 Describe the business activity that you will do, using the Standard Industrial Classification (SIC) codes, presented in the Single Portal.

3.6 Enter the specific address of the place in Cambodia that you have secured to be your business office or place of business operation.

3.7 Enter your contact information.

3.8 Upload photos of yourself taken within the past 3 months.

3.9 Upload digital copies of your passport.

3.10 Upload digital copies of the lease agreement or rental contract of the place of your business enterprise,

including the latest property tax receipt of the building or property owner.

3.11 Upload photos of the façade and entrance of the location of your office or place of business.

3.12 Submit the details required by the General Department of Taxation (GDT).

3.13 Pay all the registration fees (which, in all, typically come up to about US$1000.00), using your credit or debit card, through the Advance Bank of Asia (ABA).

3.14 Expect to receive your digital Commercial Registration Certificate, and the VAT and Patent tax Certificates within 8 working days, through the Single Portal. You will need to access them through your CamDigiKey account in the "My Company" section.

4. Additional Important Information

- Your bank account details must be submitted to the General Department of Taxation (GDT) within 15 working days after you have made your tax registration to avoid penalties.

- You may be required to visit the GDT office for fingerprinting and photographic identity authentication.

- If your company will hire at least one employee, you will need to register the employment with the National Social Security Fund (NSSF).

- The owner of a Single-Member Private Limited Company may later want to have another business partner or other investors, such as having another or several shareholders in the company. If this is done, the registration of the company will need to be transformed into a Private Limited Company, which is also referred to as a Standard Private Limited Company. This type of company may have two (2) shareholders upon registration and later can have up to thirty (30) shareholders.

- If all the shareholders of a Private Limited Company are foreign nationals, the company is legally classified as 100% foreign-owned, subject only to the prohibition of owning real estate properties (land) in Cambodia.

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

How to Register a

(Standard) PRIVATE LIMITED COMPANY

1. Definition and characteristics of a PRIVATE LIMITED COMPANY, including imposed prohibition:

- A Private Limited Company is a business enterprise that has at least two (2 )and up to thirty (30) shareholders.

- This business ownership structure is recognized as a distinct entity with a legal personality of its own that is separate from the legal personality of its shareholders.

- In this type of business ownership, the responsibility for all liabilities in case the business fails, such as debts, payable damages, and losses with payable obligations, is limited only to the extent of capital invested by each shareholder into the company, and does not put their personal assets (such as house, cars, personal bank account, etc.) at risk of being subjected to legal seizures or attachments to settle unmet obligations.

- If all the shareholders of a Private Limited Company are foreign nationals, the company is recognized as 100% foreign-owned.

- A 100% foreign-owned Private Limited Company can purchase, lease, or rent a place in a building, but is prohibited by law from purchasing and owning the ground floor of the building structure and the land where the structure stands. It is likewise prohibited from purchasing and owning real estate properties (land) in Cambodia.

- If fifty-one percent (51%) of the shareholders are Cambodians, the company can purchase real estate properties in Cambodia.

- As a private company, this type of business enterprise in Cambodia is required to add "Private Limited Company" to its company name, or to write the suffix "Co., Ltd." at the end, to clearly differentiate it from the company that is registered as a Public Limited Company (or PLC).

2. Preparations that need to be done before actually making the online registration of a Private Limited Company:

- Appoint a Cambodian business consulting firm or a competent representative who can help you in understanding documents written in Khmer (the Cambodian language) and in ensuring that the requirements of laws and regulations are followed.

- Prepare the business name that you will propose to identify your company, written in Khmer and in English.

- Prepare the Articles of Incorporation of the business enterprise to be registered as a Private Limited Company.

- Prepare a company seal.

- Prepare the passports of each shareholder. A passport must have a remaining validity of at least six (6) months.

- Have an active mobile phone number in Cambodia.

- Have an email address for the company.

- Have photos of shareholders taken within the past three (3) months.

- Prepare to declare a capital of about US$5,000.00. The minimum capital requirement for a Private Limited Company is $1,000.00, but it has been observed that declaring US$5,000.00 increases the government's confidence that you are serious about your business intentions.

- Be prepared for the registration fees that may all come up to, more or less, about US$1,000.00. Broken down, they are as follows:

1. About US$420.00 for the Ministry of Commerce (MoC), for the incorporation registration fee.

2. About US$20.00 for the MoC, for the business name reservation

3. About US$100.00 for the General Department of Taxation (GDT), for the Tax Identification Number (TIN) and digital tax profile.

4. Up to US$300.00 for the GDT, for the initial Patent Tax payment.

5. Up to US$30.00 for the Ministry of Labor and Vocational Training (MLVT), for the "Declaration of Opening an Enterprise".

6. About US$300.00 for Workplace Logbook and Quota, and work permits, if foreign nationals are hired.

- Open a business account for the company in the local bank, of not less than US$1,000.00. The most recommended bank in Cambodia is the Advanced Bank of Asia (ABA), through which you can pay for your registration fee online.

- Secure a physical location in Cambodia that will serve as the office or place of business of the company, with a specific address that can be written down in the application for business registration.

- Secure a lease agreement or rental contract to show proof of occupancy of the place of the company's office or business enterprise in Cambodia.

- Have photos of the façade and entrance of the location of the office or place of business.

- Download the CamDigiKey mobile application from the Google Play Store. The government uses the CamDigiKey application as the single sign-in internet connection to access the government's Online Registration Service (Single Portal). Your account in the CamDigiKey app establishes your identity for verification and authentication before you enter the Single Portal for registration. To know more about CamDigiKey, use this link: https://camdigikey.gov.kh/

3. Steps in registering a Private Limited Company in Cambodia:

3.1 Go to the Online Business Registration Service (Single Portal) using your account in CamDigiKey.

3.2 Navigate to "Online Services". Choose the "Private" option, and select "Incorporate a Private Limited Company".

3.3 Provide the proposed company name. This will be held, reserved for 14 days, while the business registration is being completed. Approval of the business name is usually given within four working (4) days.

3.4 Upload the Articles of Incorporation of the company.

3.5 Describe the business activity that the company will do, using the Standard Industrial Classification (SIC) codes presented in the Single Portal.

3.6 Enter the specific address of the place in Cambodia that has been secured to be the office or place of the company's business operation.

3.7 Enter the contact information of the person authorized by the shareholders to represent the company.

3.8 Upload photos of shareholders taken within the past 3 months.

3.9 Upload digital copies of the shareholders' passports.

3.10 Upload digital copies of the lease agreement or rental contract of the place of the company's office or business operations, including the latest property tax receipt of the building or property owner.

3.11 Upload photos of the façade and entrance of the location of the company's office or place of business.

3.12 Submit the details required by the General Department of Taxation (GDT).

3.13 Pay all the registration fees (which, in all, typically may come up to about US$1000.00), using your credit or debit card, through the Advance Bank of Asia (ABA).

3.14 Expect to receive your digital Commercial Registration Certificate, and the VAT and Patent tax Certificates within 8 working days, through the Single Portal. You will need to access them through your CamDigiKey account in the "My Company" section.

4. Additional Important Information

- The details of the company's bank account must be submitted to the General Department of Taxation (GDT) within 15 working days after tax registration has been completed to avoid penalties.

- The company's authorized representative may be required to visit the GDT office for fingerprinting and photographic identity authentication.

- If the company hires employees, the employment will need to be registered with the National Social Security Fund (NSSF).

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

How to register a

PUBLIC LIMITED COMPANY

1. Definition and characteristics of a PUBLIC LIMITED COMPANY, including imposed prohibition:

- A Public Limited Company is a business enterprise that has at least two (2) shareholders and a board of at least three (3) directors. The number of shareholders is unlimited.

- This is a type of business registration that is required for large business operations (such as those undertaken by financial institutions, banks, insurance companies, etc.).

- This type of business enterprise is allowed to raise capital from the general public by issuing shares of stock through the Cambodia Securities Exchange (CSE) under the rules of the Securities and Exchange Regulator of Cambodia (SERC).

- This company is recognized as a business entity with its own legal personality that is separate from the legal personality of its shareholders.

- In this type of business entity, the responsibility for all liabilities in case the business fails, such as debts, payable damages, and losses with payable obligations, is limited only to the extent of capital invested by each shareholder into the enterprise, and does not put their personal assets (such as houses, cars, personal bank accounts, etc.) at risk of being subjected to legal seizures or attachments to settle unmet obligations.

- If all the shareholders of the company are foreign nationals, it is recognized as 100% foreign-owned.

- A Public Limited Company that is 100% foreign-owned can purchase, lease, or rent a place in a building, but is prohibited by law from purchasing and owning the ground floor of the building structure and the land where the structure stands. It is likewise prohibited from purchasing and owning real estate properties (land) in Cambodia.

- If fifty-one percent (51%) of the shareholders are Cambodians, the company can purchase real estate properties (land) in Cambodia.

- This type of company is required to follow strict financial reporting standards and to submit audited annual reports.

- As a Public Limited Company, it is required to add the letters "PLC" at the end of its company name to differentiate it from the company that is registered as a Private Limited Company.

2. Preparations that need to be done before actually making the online registration of a Public Limited Company:

- Appoint a Cambodian business consulting firm or a competent representative who can help in understanding documents written in Khmer (the Cambodian language) and in ensuring that the requirements of laws and regulations are followed.

- Prepare the business name, written in Khmer and in English, that would identify the company being registered.

- Prepare the Articles of Incorporation of the business enterprise to be registered as a Private Limited Company.

- Prepare a company seal.

- Prepare the passports of each shareholder. A passport must have a remaining validity of at least six (6) months.

- Have an active mobile phone number in Cambodia.

- Have an email address for the company.

- Have photos of shareholders taken within the past three (3) months.

- Prepare to declare a capitalization of at least US$5,000.00 or higher. If your company intends to operate in specialized or heavily regulated industries such as commercial banking, microfinance, insurance, or telecommunications, the relevant registration and regulating authorities, or the National Bank of Cambodia, may enforce a higher amount of capitalization depending on the industry your company will be classified.

- Be prepared for the registration fees that may all come up to, more or less, about US$1,500.00. Broken down, they are as follows:

1. About US$540.00 for the Ministry of Commerce (MoC), for the verification of incorporation documents and issuance of the digital Certificate of Incorporation.

2. About US$25.00 for the MoC, for business name reservation

3. Up to US$150.00 for registration with the General Department of Taxation (GDT) for the issuance of the Tx Identification Number (TIN).

4. Up to US$300.00 for the initial payment of the Patent Tax, if the company is classified as a Medium Taxpayer, and up to US$750.00 if the company is classified as a Large Taxpayer.

- Open a business account for the company in the local bank. The most recommended bank in Cambodia is the Advanced Bank of Asia (ABA), through which you can pay for your registration fee online.

- Secure a physical location in Cambodia that will serve as the office or place of business of the company, with a specific address that can be written down in the application for business registration.

- Secure a lease agreement or rental contract to show proof of occupancy of the place of the company's office or business enterprise in Cambodia.

- Have photos of the façade and entrance of the location of the office or place of business.

- Download the CamDigiKey mobile application from the Google Play Store. The government uses the CamDigiKey application as the single sign-in internet connection to access the government's Online Registration Service (Single Portal). Your account in the CamDigiKey app establishes your identity for verification and authentication before you enter the Single Portal for registration. To know more about CamDigiKey, use this link: https://camdigikey.gov.kh/

3. Steps in registering a PUBLIC LIMITED COMPANY in Cambodia:

3.1 Go to the Online Business Registration Service, or Single Portal, using your account in CamDigiKey.

3.2 Navigate to "Online Services". Choose the "Private" option, and select "Incorporate a Private Limited Company".

3.3 Provide the proposed company name. This will be held, reserved for 14 days, while the business registration is being completed. Approval of the business name is usually given within four (4) days.

3.4 Upload the Articles of Incorporation of the company.

3.5 Describe the business activity that the company will do, using the Standard Industrial Classification (SIC) codes presented in the Single Portal.

3.6 Enter the specific address of the place in Cambodia that has been secured to be the office or place of the company's business operation.

3.7 Enter the contact information of the person authorized by the shareholders to represent the company.

3.8 Upload photos of shareholders taken within the past three (3) months.

3.9 Upload digital copies of the shareholders' passports. A passport must have a remaining validity of at least six (6) months.

3.10 Upload digital copies of the lease agreement or rental contract of the place of the company's office or business operations, including the latest property tax receipt of the building or property owner.

3.11 Upload photos of the façade and entrance of the location of the company's office or place of business.

3.12 Submit the details required by the General Department of Taxation (GDT).

3.13 Pay all the registration fees (which, in all, typically come up to about US$1,500.00), using your credit or debit card, through the Advance Bank of Asia (ABA).

3.14 Expect to receive your digital Commercial Registration Certificate and the VAT and Patent Tax Certificates within 8 working days through the Single Portal. You will need to access them through your CamDigiKey account in the "My Company" section.

4. Additional Important Information

- The company's bank account details must be submitted to the General Department of Taxation (GDT) within 15 working days after tax registration has been completed to avoid penalties.

- The company's authorized representative may be required to visit the GDT office for fingerprinting and photographic identity authentication.

- If the company hires employees, the employment will need to be registered with the National Social Security Fund (NSSF).

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.

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