An Overview of Incorporation of Private Limited Company (“PLC”) in Cambodia

The incorporation of a Private Limited Company in Cambodia involves registration with 3 (three)
separate ministries or authoritative bodies sequentially. These are the Ministry of Commerce
(“MOC”), the General Department of Taxation (“GDT”) and the Ministry of Labor (“MOL”)

The following are pre-requisites to facilitate the registration process:

1. Physical Office or Place of Business:

The GDT requires a taxpayer to have a physical office or a place of business. Investors who
intend to incorporate a PLC must therefore first secure a physical premise for its office or
place of business. This will be the registered address of the PLC.

The tenancy agreement should be executed by an authorised representative of the intended
PLC (e.g. a shareholder or its representative if the shareholder is an entity or a director of the
intended PLC) since the PLC has not been incorporated.

The tax reporting office will be the tax branch located in the same precinct (there are 9 tax
precincts in Phnom Penh) or province of registered address, unless the investors’ business is
classified as ‘Large Taxpayer’ where the reporting tax office is the National Tax Headquarters
at Toul Kork, Phnom Penh.

Please note that should the registered office is changed after incorporation, the PLC must
notify all 3 authorities. If the new registered office is located in a different precinct or district,
the present reporting tax office would conduct a full tax audit prior to permitting the change in
reporting tax branch.

2. Bank Account with a Cambodian Bank

A PLC must open an account with a bank in Cambodia after approval of registration by MOC
(i.e. temporary registration certificate issued after the MOC is satisfied with PLC’s application
and documents provided) but prior to registration with the GDT.

Most banks require:
· a minimum deposit of USD1,000 for a current account;
· valid E-Visa (minimum 6-month) of foreign nationals;
· Identity Card/Passport information;
· MOC’s temporary registration certificate;
· PLC’s board of directors’ resolution approving the opening of bank account and
authorised person to operate the bank account;
· Reference letter from same bank in home country (if available); and
· Certificate of Good Conduct (may be required by certain banks).

3. E-Visa (Minimum 6 months)

The 6-month E-Visa is not available on arrival at International airport or at any international
border crossing into Cambodia. The process to secure a 6-month or 12-month E-Visa is as
follows:

a. Obtain a 30-day E-Visa from the VISA counter (before exiting the immigration check)
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in arrival hall at Phnom Penh International Airport . The current fee is about USD35.
This E-Visa must be obtained even if a shareholder or its representative is from
ASEAN countries that are entitled to a free 30-day social visit VISA.

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It is advisable to obtain this 30-day E-Visa from Phnom Penh or Siem Reap International Airport as
some of the other international border crossing may not issue this VISA.

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The name of the PLC is subject to MOC’s approval. Hotel. leased or own residence). 4.g. Step 2: GDT 1. Once the above pre-requisite is in place. Approval of principal business activity(ies). directors. Preparation and submission of Articles of Incorporation (“AOI”) in Khmer and English. 5. Completion and submission of all necessary forms and information required by the MOC. The grounds for rejection include similarity to existing businesses that is not owned by same shareholders/owners or words that gives impression of relationship to royalty or ministers. E. 3 2. 3 There are certain businesses that are prohibited or restricted to foreigners. Certain names are not permitted. and any other required documentations. the bearer is prohibited from applying for a 6-month or 12-month E-VISA. the registration processes with can commence. 3. that are not owned by a Cambodian national. is not permitted to have investment in landed properties as its principal business activity. Residency of Director Whilst the Law on Commercial Enterprise does not contain any provision requiring a Director of a PLC to be residing in Cambodia. Search for availability of name. the fees and turnaround time to obtain the COR vary from precinct/province. a power of attorney must be provided to its authorized representative to be present at MOC to sign those documents. The 30-day E-Visa must be stamped ‘USED’ on exit from the immigration at Phnom Penh International Airport. Completion and submission of all necessary forms. 2. registered share capital or Articles in the AOI requires the submission of a new AOI to MOC. and reservation thereof (reservation tenure is 1 month). We are able to assist your Chairman in obtaining the COR subject to a separate fees quote. The MOC will notify of the appointment. Please note that any future changes to shareholders. information and payment of Registration Tax. the PLC must register with the GDT’s National Registration Center. 4. c. Page 2 of 3 . 6. The registration at MOC is complete once the Certificate of Incorporation is issued and the AOI is endorsed. the GDT has recently issued a directive that the Chairman of a PLC must be residing in Cambodia. A change in registered office only requires a notification to the MOC.g. The principal shareholder/Chairman must be physically present at MOC’s office to sign certain documents. If the principle shareholder/Chairman is not able to be present. The evidence of residency is the Certificate of Residence (“COR”) that can be obtained from police station located in the same precinct/province of the director’s residence (e. Patent Tax and Stamp Duty required by the GDT. The turnaround period is 2 to 3 working days and the cost for a 6-month VISA is about US$200 and a 12-month VISA is about US$350. Within 14 days of incorporation date. 2 Please ensure/insist the 30-day VISA is stamped ‘USED’. Step 1: MOC 1. The Chairman must be present personally at the police station with a copy of his residence tenancy agreement. However. Apply for a 6-month or 12-month E-VISA directly from immigration office located across the Phnom Penh International Airport or through a travel/VISA agent company. 2 b. A company which 51% or more of its shares. If the VISA is not stamped ‘USED’.

4. the GDT will issue its approval letter. The GDT will conduct a site visit of the registered office prior to approval. For the purpose of this quota. employees register) to the PLC. Stage 3: MOL 1. 2. At completion. d. 3. The registration MOL includes: a. it must register with the MOL within 6 months after incorporation. 4. Registration of PLC. However. 5. Registration of employees. Declaration of compliance or seek waiver from complying with 10% maximum limit of foreign employees (“10% quota”). The PLC is required to register with MOL within 6 months after incorporation. VAT Certificate and VAT Tax Identification Number (“VATTIN”). Registration of company’s employees’ policies. ‘staff handbook’ or collective agreements (if any). b. The PLC is also required to notify/register with the reporting tax branch within 14 days of approval from the approval by the National Registration Center. Patent Tax Certificate and notification of reporting tax branch. Officers from the MOL will conduct a site inspection of PLC’s business and if found satisfactory.3. Page 3 of 3 . the MOL would issue its approval letters and relevant registers (e. Please note that the PLC can commence business after approval of registration at GDT. a foreigner shareholder who is also a director is not considered as an employee. Application of work permits for foreign nationals. c. and e.g. The MOL is the authoritative body that has the right to declare the commencement of business in Cambodia.