On 29 January 2022, Cambodia has adopted two laws amending the Law on Commercial Enterprise and the Law on Commercial Rules and Register. The amendments of these two laws are made to address the advancement and modernisation in carrying out businesses in Cambodia.

Historically, the Law on Commercial Enterprise was adopted in 2005 upon Cambodia’s accession to the World Trade Organisation in 2004. The Law on Commercial Rules and Register, on the other hand, was adopted in 1995 and was amended only once in 1999.

Amendment Law to the Law on the Commercial Enterprise

The key features are as follows:

New provisions on sole proprietorship

• Previously, the Law on Commercial Enterprise only discuss businesses under the form of partnership and limited company. The Amendment Law now addresses the business under the form of sole proprietorships.
• Sole proprietorships that fall under the taxpayer classification must register their business with the Ministry of Commerce (“MOC”). Unlike a limited company, a sole proprietorship does not require a Memorandum and Article of Association (“M&A”), and the By-Law as part of its constitutional documents.
• The term “Sole Proprietorship” or its abbreviation shall be indicated after or below the name of the sole proprietorship. It can be dissolved voluntarily, by the death of the sole proprietor, or through a court judgment.

Requirement of company secretary’s appointment for limited company

• The limited company must appoint a company secretary who is a natural person and register such an appointment with the Registrar.
• The company secretary must have a permanent address in Cambodia and has the right to receive and keep the relevant documents of the company including receiving the summon from the court and keeping accounting records, financial statements, and any minute of meetings.

Appointment of the shareholder’s nominee

• A shareholder who does not wish to reveal their identity in the M&A of the limited company can appoint a natural or legal person to act as his/her nominee.
• This appointment shall be made in a form of a nominee agreement and to be entered into between the shareholder and the nominee. The agreement shall be filed with MOC.

Local branch of partnership and limited company

• Previously, the Law on Commercial Enterprise does not contain any provisions relating to the local branch of a locally incorporated limited company. The Amendment Law has now specified the characteristics of the local branch for partnership and limited company.
• The local branch acts as the agent of the principal. It does not have a separate legal personality from the principal.

Following from the Amendment Law, the forms of legal entities conducting businesses in Cambodia may take the form of:

• Sole-proprietorship.
• Partnership: (i) General Partnership, or (ii) Limited Partnership.
• Limited Company: (i) Private Limited Company, or (ii) Public Limited Company.
• Foreign Company: (i) Representative Office, (ii) Branch of Foreign Company, or (iii) Subsidiary.
• Local Branch of Partnership or Limited Company.

Amendment Law to the Law on Commercial Rules and Register

The key features are as follows:

The adjustment of requirements for application for Commercial Registration

• For Business Owner: A sample of the applicant’s signature and company seal is no longer required, while the logos of the company shall be provided if any. However, the applicant must provide a telephone number and/or email address for purposes of this registration.
• For Company: The confirmation certificate justifying capital deposit issued by the bank (where company account is opened), sample signature of shareholders, and sample seal of the company is no longer required to be submitted. However, the applicant shall now indicate the telephone numbers and/or email addresses of its shareholders in the application.

Certificate of Incorporation with a 1-month trial period

• Upon a Certification of Incorporation being issued to the company, such certification can be revoked within one month from the date of issuance if there was any fraudulent act committed or inaccurate information submitted during the application or if there is a valid complaint regarding the issuance of the Certificate of Incorporation.

Compliance with Law on Accounting and Auditing of Cambodia

• The Amendment Law expressly requires a company registered in Cambodia to comply with the Law on Accounting and Auditing of Cambodia and related regulations for matters pertaining to accounting and auditing.

If you have any questions or require additional information, please contact Daron Wong, Sok Ren Polina, or Lorn Lienghuy at SokSiphana&associates (a member of ZICO Law).

This alert is for general information only and is not a substitute for legal advice.