How to Register a Limited Company in Cambodia



Step 0: Prerequisite and required documents

Prerequisites

  • Have a Memorandum and Articles of Association

  • Open a bank account

  • Put the initial capital in the bank account

  • Calculate your share value

  • Choose a company name

  • Collect all the necessary documents for registration – see below

What do you need to register? Please check you have all the documents ready before attempting to register.

  • Company name in both khmer and english

  • Company single share value

  • Scanned copy of proof of location (utility bill, rental agreement, land title)

  • An e-mail address

  • Scanned copies of Khmer ID or Passport for all shareholders/directors

  • Digital copy of employee details

  • A digital copy (scanned copy) of your memorandum and articles of association.

  • A digital copy of Director’s consent

  • A bank account. For the payment online, you need a bank account at ACLEDA bank. If you don’t, you can still perform your payment offline, through another bank, by going to the ministry of commerce.

  • Proof of Investment capital. The amount will depend on your business activities, it is formally $1000, however we have found that practically this can be up to $5000. You should open a business account in any bank you want to and put the required amount on it. The bank will issue a proof that you actually made a deposit and then you have to provide it to the MoC. The MoC needs to know that you have enough capital to operate the business initially.

  • Passport Photograph

Step 1: Register as a new user on the MoC website

The first step before registering your business is to create a new account on the Ministry of Commerce website.

  • On the right side of the page, click on “Register as new user”.

  • On the new page, do not check the “create an organization” box, you will do it later.

  • Fill the form about your account details, user details and contact details. Be careful, you can chose your language preference between khmer or english.

  • When you’re ready, click on “create” and you will discover your dashboard, you are now registered as a user ! If you want, you can login later as well and find this dashboard.

Cost : free

Step 2: Reserve a business name

The second step is to reserve a name for your business. Business registration and reserving a company name are two distinct processes, as you will need to wait for the approval of your business name to register.

On the left side of the page, check “reserve a company name”. Provide the information about your company name in khmer and english. Validate both names to verify if they are valid. The supporting documents are not compulsory. Submit whenever you are ready.

Once you have submitted, you will be led to a fee payment page.

Step 3: Payment

Reserving a business name costs 40,000 Riels, that you will have to pay either online or offline. For the payment of the registration fee and any other fee payment online, only ACLEDA bank is linked with the online system. If you have a bank account in another bank, you have to pay offline.

Once you chose “submit”, you see a “fee payment” screen. You have to choose between ACLEDA and Electronic Funds Transfer.

If you HAVE an ACLEDA bank account

If you choose ACLEDA : you will get access to an ACLEDA pop-up page

  • Select payment preferences

  • Give account details

  • Request an OTP number (you will have to write a 6 digit-number that you will receive on your mobile phone upon request)

  • Once you see the transaction result, go “back to merchant”

  • Save or print your payment receipt which appears

Cost : 10 USD/40 000 riels

Step 4: Wait for approval

Once you have completed your payment and have received your payment receipt, your company name will be considered as “reserved”. You now have to wait until your company name is reviewed and approved by the authorities. Once it is confirmed, your name is reserved for three months for you to register your business within this period. If you need more time to register, you can pay a fee and extend the reservation for another 3 months.

You can also check the status of your registration at any time at the bottom of the screen. At this stage you will see in “my unfinished business” that your company name is waiting for approval. Once your request is approved, you will receive an email and a new dashboard will appear. You are now ready to register !

Step 5: Register a business

It is now time to register your business. You can not register your business until you have your company name approved. This requires you to fill in your personal and business information, as well as upload the required documents. Once you receive the approval of registration, you will be able to print your certificate of incorporation, which means you are registered as a company at the Ministry of Commerce.

Note that from the moment you start your application, you have 15 days to complete it, otherwise you will need to begin the application process again.

If you want to register a limited company (private/public) or a foreign company.

Choose “Companies” and then “Incorporate a Private Limited Company/Incorporate a Public Limited Company” in the left menu. You will have to fill in the following sections.

Section 1: Your business

General details

  • Check the box “select a reserve name” and then chose the name of the company (that you already reserved) in the “drop-down bar”.

  • Upload your memorandum and articles of association

Business activities

  • Define your business objective. This is the general activity of your company. Business objectives are associated with codes and proposed in the drop-down bar. You just have to pick the one which fits best with your company objective.

  • Define your main business activities. They are more precise than the business objective and again choose the one that is most appropriate in the drop-down bar.

Share par value

  • You have to write your share par value in both USD and Riel. This will be in your Memorandum & Articles of Association

Number of employees

  • You need to give the number of male and female employees

  • Then you need to give both the number of Cambodian employees and number of foreign employees

  • “Employee position details” have to be uploaded. Please refer to our template and fill it with the information about your staff

  • Any supporting documents that you think may be appropriate can also be uploaded

Section 2: Addresses

Fill the details of your office address and upload your proof of location on the same page

Tick the box if the postal address is the same as your office address.

Provide your email address and your phone number.

Section 3: Directors

If you are one of the directors, you can push the “add me as a director” button, then your information will be automatically filled for the page. If you are not one of the directors, then you should manually fill the information of the directors.

Chose the proof of identity you want to use (passport or ID) and give its details. Then upload the proof of ID you already scanned.

Tick the box if you are the chairman of the Board of Directors. The chairman means the most senior person in the business.

Tick the “consent box” that insures you have not been convicted for any crime and that all the information you provided is true. Upload the director consent. Then you can add another director’s details if there is another one.

Section 4: Shares & shareholders

“More than one class of share” Yes/no. For most companies, this will be no, if you are unsure, then select no

Select in the drop-down bar if the shareholder is an individual

If one of the directors you gave information about are part of the shareholders, then tick the box “select from the list of directors” and select him/her. The information you already filled will be automatically saved. You can also add yourself as a shareholder, by pushing the corresponding button

If shareholders are not directors or yourself, please fill in the information. You can also add another shareholder by pushing the button at the end. Every time you add a shareholder, it is asked how many shares each of them owns and you will need to upload their proof of ID.

After you have added every shareholder, select the nationality of the majority shareholders, as well as the percentage of the majority shareholders.

Section 5: Review the information

You have now filled all the necessary information for your application, you will need to review the information and be sure that it is all correct and all required documents are uploaded. Click on the icon buttons at the top to modify.

DO NOT SUBMIT YOUR APPLICATION YET. Refer to step 6 about the fee payment.

Cost : register a private/public limited company: 1680000 Riels/USD 420

Step 6: Payment

Do not submit your application, but click on “Save and exit” when you are sure all the information is correct. From this moment, you have 15 days to pay and go to the Ministry of Commerce with your receipt, as they will only save your data for two weeks. If you do not do the payment within this period, you will have to do all the business registration steps again. Process the payment by going to one of these banks as stated in Step 3 Payment.

Step 7: Wait for the approval of your registration

Once you have completed and submitted your registration online, you have to wait for the Ministry of Commerce approval. An automatic e-mail will be sent to you when your registration has been submitted. You will receive an email when :

  • You successfully completed your application

  • Your application is under internal review

  • Your application has been approved

  • You have to return your application. If there is something incorrect in your application, you will have to correct what is notified as the “return reason” and do a second application within 15 days.

  • Your application is definitely rejected, so you will not be able to register your business.

Step 8: Print your certificate

Assuming that your registration has been approved, you will now have to print your certificate of incorporation. It contains a stamp, a QR code and a signature. You can obtain the physical copies upon request to the Business Registration Department of the Ministry Of Commerce.

In the thumb index “my items” of your dashboard, click on your company name and then to “request extract or certificate” on the up left side of the page.

Choose “certificate” rather than business extract, and “view as a PDF”, then click on “Submit”.

Your certificate of incorporation will be opened in another page and you will be able to print it out. You will need this to register with the tax department. You can come back at any time to the MoC online system to print it again.

Step 9: File annual declaration

Limited liability companies will have to file an annual declaration through the Ministry of Commerce’s registration website. Within 1 month from your registration, you will get informed by email to update your annual declaration. There will also be overdue reminders at 1 month and 2 months. If you forget to do this, you may receive a fee. If you do not file the annual declaration for three years, your business registration and license may be cancelled. You will need to have registered for tax before you can file the annual declaration as you will need your tax registration number (TIN).

Section 1 : Search for your company in the database (with the company’s name or company number) and click on it.

Section 2: Log in with the account for the registration

Section 3: File the annual declaration. The information you will need: company addresses, director details, shareholdings, and annual return reminder details. You also need your TIN (Tax Identification Number) and Tax registration date.

Section 4: Pay the annual fee online if you have the ACLEDA bank, if you do not have an ACLEDA bank you will have to go to the Ministry of Commerce to pay.

Cost : 80000 Riels/USD 20

3 months delay : penalty of 1,000,000 Riels can apply

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