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Investment Guide Cambodia : Company Law and Commercial Registration


Afsana Ahmmed:
Investment Guide Cambodia : Company Law and Commercial Registration[/b][/i]

The initial issue faced by most investors is whether their business objectives will be best served by a direct equity investment through a locally-registered business enterprise, or by entering into distribution, franchising, management, financing, leasing, technical assistance, or other contractual arrangements with existing registered Cambodian legal entities.

This chapter addresses the permitted legal forms of business entity and their registration procedures at the Ministry of Commerce (“MOC”). Business and commercial enterprises in Cambodia must be registered at the MOC at least 15 days prior to the commencement of business activities. A business entity is deemed to exist on the date a certificate of incorporation is issued by the MOC.

The incorporation of a company is governed by: the Law on Commercial Rules and Commercial Register, promulgated on 19 June 1995 (“LCRCR”); the Law on the Amendment of the Law on Commercial Rules and Commercial Register, promulgated on 18 November 1999 (“LACRCR”); and the Law on Commercial Enterprises promulgated on 19 June 2005 (“LCE”).

The MOC issued Announcement No. 0052 PNRB, dated 4 January 2013, stating that effective from 8 January 2013, all payments for public services of the MOC shall comply with the Joint Prakas on Public Service Provision of the MOC.

The above legislation replaced the former practice of business structures operating on the basis of contractual arrangements. The LCRCR, LACRCR, and LCE provide a comprehensive framework to establish and operate various types of business organization forms.

At present, the available forms of business entities in Cambodia are;

A limited liability company;
A branch office;
A representative office;
A partnership; and
A sole proprietorship.
The three types of limited liability company available are:

A single-member private limited company;
A private limited company; and
A public limited company.
A partnership may take the form of a general or limited partnership.



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