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 PLCs 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;
MOCs temporary registration certificate;
PLCs 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)
1
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.

1
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.

Page 1 of 3
 2
b. The 30-day E-Visa must be stamped USED on exit from the immigration at
Phnom Penh International Airport.
c. 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. 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.

4. 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, the GDT has recently issued a directive that the
Chairman of a PLC must be residing in Cambodia.

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 directors residence (e.g. Hotel,
leased or own residence). The Chairman must be present personally at the police station
with a copy of his residence tenancy agreement. However, the fees and turnaround time to
obtain the COR vary from precinct/province.

We are able to assist your Chairman in obtaining the COR subject to a separate fees quote.

Once the above pre-requisite is in place, the registration processes with can commence.

Step 1: MOC
1. Search for availability of name, and reservation thereof (reservation tenure is 1 month). The
name of the PLC is subject to MOCs approval. Certain names are not permitted. 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.
3
2. Approval of principal business activity(ies).

3. Preparation and submission of Articles of Incorporation (AOI) in Khmer and English, and any
other required documentations. Completion and submission of all necessary forms and
information required by the MOC.

4. The principal shareholder/Chairman must be physically present at MOCs office to sign certain
documents. If the principle shareholder/Chairman is not able to be present, a power of attorney
must be provided to its authorized representative to be present at MOC to sign those documents.
The MOC will notify of the appointment.

5. The registration at MOC is complete once the Certificate of Incorporation is issued and the AOI is
endorsed.

6. Please note that any future changes to shareholders, directors, registered share capital or Articles
in the AOI requires the submission of a new AOI to MOC. A change in registered office only
requires a notification to the MOC.

Step 2: GDT
1. Within 14 days of incorporation date, the PLC must register with the GDTs National Registration
Center.
2. Completion and submission of all necessary forms, information and payment of Registration Tax,
Patent Tax and Stamp Duty required by the GDT.

2
Please ensure/insist the 30-day VISA is stamped USED. If the VISA is not stamped USED, the
bearer is prohibited from applying for a 6-month or 12-month E-VISA.
3
There are certain businesses that are prohibited or restricted to foreigners. E.g. A company which
51% or more of its shares, that are not owned by a Cambodian national, is not permitted to have
investment in landed properties as its principal business activity.

Page 2 of 3
3. The GDT will conduct a site visit of the registered office prior to approval.
4. At completion, the GDT will issue its approval letter, VAT Certificate and VAT Tax Identification
Number (VATTIN), Patent Tax Certificate and notification of reporting tax branch.
5. 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.

Stage 3: MOL
1. The MOL is the authoritative body that has the right to declare the commencement of business in
Cambodia.
2. The PLC is required to register with MOL within 6 months after incorporation.
3. The registration MOL includes:
a. Registration of PLC;
b. Registration of employees;
c. Declaration of compliance or seek waiver from complying with 10% maximum limit of
foreign employees (10% quota). For the purpose of this quota, a foreigner shareholder
who is also a director is not considered as an employee;
d. Registration of companys employees policies, staff handbook or collective agreements
(if any); and
e. Application of work permits for foreign nationals.
4. Officers from the MOL will conduct a site inspection of PLCs business and if found satisfactory,
the MOL would issue its approval letters and relevant registers (e.g. employees register) to the
PLC.

Please note that the PLC can commence business after approval of registration at GDT. However, it
must register with the MOL within 6 months after incorporation.

Page 3 of 3