Création de société

What changed in 2025–2026

Business registration in Cambodia has changed significantly over the past year. Investors and existing companies should note:

• Prakas No. 117 (9 December 2025, in force 8 January 2026). The Ministry of Commerce (MOC) introduced a mandatory company secretary, a new filing window for the Annual Declaration of Commercial Enterprise (ADCE), "inactive" status for persistent non-filers, online registration of all corporate changes and a single online dissolution process.
• Prakas No. 044 and Notification No. 1755 (26 May 2026). Hard copies of articles of incorporation are no longer required; documents are verified through verify.gov.kh. Foreign branches are registered fully online. Prior approval-in-principle is required before registration only for listed regulated sectors. Company-secretary requirements were relaxed.
• New MOC portal and CamDigiKey login. Corporate updates and ADCE filings are made only through businessregistration.moc.gov.kh. Since an MOC notification dated 23 August 2026, the portal is accessed by CamDigiKey login. Companies whose information was submitted on or before 31 July 2026 must file a "Request for Account Ownership" to keep managing their records online.

Choosing a vehicle

A Cambodian private limited company is the standard vehicle for most foreign-invested operating businesses. Foreign investors may hold 100% of the shares in most sectors (see Foreign ownership and land below). The right structure depends on ownership, activities, financing, licensing and exit plans.

Other forms exist under the Law on Commercial Enterprises, including the public limited company, the general and limited partnership, and the sole proprietorship. They are less commonly used by foreign investors.

Which route: plain company, QIP or SEZ company?

• Plain MOC-registered company. Suitable for most trading, services and smaller manufacturing businesses that do not need investment incentives.
• Qualified Investment Project (QIP) through the Council for the Development of Cambodia (CDC)**. For projects seeking tax and customs incentives under the Law on Investment 2021. The company is first registered with the MOC, and the project is then registered with the CDC. QIPs carry additional obligations, including an independent audit.
• Company in a special economic zone (SEZ). For manufacturers and exporters located in a zone. Zone-specific procedures and services apply in addition to company registration.

Special purpose vehicles (SPVs)

Cambodian law has no separate SPV legal form. An SPV is an ordinary company under the Law on Commercial Enterprises, usually a private limited company or single-member private limited company, whose articles and agreements confine it to one project, asset or relationship. It is registered, taxed and maintained in the same way as any other company.

Common uses

• 51/49 land-holding company. A company in which Cambodian shareholders hold at least 51% of the shares, so that it can own land (see Foreign ownership and land below).
• Project or asset holding. Holding a single property, plant, licence or concession apart from the investor's other businesses.
• Joint ventures**. Ring-fencing a joint venture's assets, liabilities and governance in a dedicated company.
• Project finance**. Acting as the borrower, so that lenders can take security over the project company's shares and assets.
• QIP holding**. Holding a project registered as a QIP with the CDC, keeping the incentivised activity separate from other operations.

Some Cambodian instruments refer to special purpose companies expressly:

• Public-private partnerships. The Law on Public-Private Partnerships (2021) allows a "Special Purpose Company" to act as the private partner where a project requires it. It must be a commercial entity registered in Cambodia, established within 60 working days after the PPP contract is signed, with a novation agreement signed within 14 working days of its registration.
• Infrastructure bonds. Prakas No. 046 on the Issuance of Infrastructure Bonds (30 May 2025) provides for project bonds issued by an infrastructure company created as a special purpose vehicle, and for securitisation bonds issued by a special purpose vehicle (the latter to be governed by a separate regulation).
• REITs**. SERC Guideline No. 004/26 (19 January 2026) permits a real estate investment trust fund investing in property jointly with others to do so through an unlisted special purpose vehicle company that holds the property.

Key points

• Governance. A shareholders' agreement and tailored articles should cover board composition, reserved matters, deadlock, funding obligations, transfer restrictions and exit. The articles are the constitutional document registered with the MOC, so key protections should appear in both documents and the two should be consistent.
• Nominee risk. An SPV does not cure a nominee arrangement. Shareholdings used to meet the 51% land rule must be genuine (see Nominee risk below).
• Tax. An SPV is a separate taxpayer with its own registration and filings. Dividends paid to a non-resident shareholder are subject to 14% withholding tax, in addition to any advance tax on dividend distribution. Share transfers must be notified to the GDT within 15 working days of MOC approval, and incoming shareholders can inherit a proportion of the company's tax debts (Prakas No. 584 of 29 July 2026).
• Sector approvals. Licences, concessions and QIP registrations are generally held by the specific company. Changes of ownership or control may need approval from the licensing authority or the CDC.
• Upstream holding company. Where the SPV is owned through a foreign holding company, the holding jurisdiction affects withholding tax. Cambodia's double tax agreements in effect cover Brunei, China, Hong Kong, Indonesia, Korea, Macao, Malaysia, Singapore, Thailand and Vietnam. Treaty rates (typically 10% instead of 14%) require prior GDT approval and are subject to each treaty's conditions, including beneficial ownership.

Foreign ownership and land

Business ownership. Cambodia's investment regime is open, and 100% foreign ownership is permitted in most sectors. Certain activities are prohibited to foreign investors or require Cambodian participation under the investment regulations' negative list, and some sectors have their own licensing or ownership rules. These should be checked before the structure is settled.

Land**. Under Article 44 of the Constitution, only Cambodian natural persons and Cambodian legal entities may own land. A company is a Cambodian legal entity for this purpose if at least 51% of its shares are held by Cambodian nationals or Cambodian legal entities. Foreign investors can therefore hold up to 49% of a land-holding company. Only the shareholdings stated in the articles count, and private agreements contrary to the 51% requirement are void. Alternatives include long-term or perpetual leases, economic land concessions, and, for buildings, ownership of up to 70% of the private units in a co-owned building above the ground floor.

Nominee risk. Arrangements in which a Cambodian person holds shares or land on behalf of a foreign investor to avoid ownership restrictions carry serious legal risk. Side agreements, pledges and powers of attorney may not be enforceable, and the foreign investor may have no effective remedy if the nominee acts against its interests. We advise on lawful alternatives, including structured 51/49 companies with appropriate governance protections, leases and trust arrangements, and on the risks of each.

Step-by-step: online registration

Since 2020, registration with the MOC, the General Department of Taxation (GDT) and the Ministry of Labour and Vocational Training (MLVT) has been made through one combined online application. The government states that business registration, tax registration and the labour notifications are issued within 8 working days where the application and documents are correct and complete.

Document checklist

Documents issued abroad may need certification, legalisation and Khmer translation. We confirm the requirements for each document before filing. Online submissions are filed through the businessregistration.moc.gov.kh portal.

Timelines and costs

Typical timeline

The government processing period for the combined MOC, GDT and MLVT registration is 8 working days once a complete application is filed. The overall timetable is usually driven by other factors:

• preparing, certifying and translating documents from overseas shareholders;
• any prior approval-in-principle for regulated sectors, which must be obtained before registration;
• bank account opening and KYC review;
• post-registration licences from line ministries; and
• the foreign manpower quota and work permits for foreign staff.

Because these factors differ for each business, we do not publish standard timelines. We confirm the expected timetable for your matter in our service proposal.

Cost elements

A formation budget should allow for:

• government registration fees for the MOC, GDT and MLVT, paid online at filing;
• patent tax (an annual business registration tax payable to the GDT);
• certification, legalisation and translation of foreign documents;
• the registered office lease;
• the company secretary;
• any sector licence fees; and
• professional fees.

Our fees

We do not publish fixed fees or fee ranges. Each matter is priced individually: once we understand your business, ownership and activities, we issue a written service proposal (quotation) setting out the scope of work, our fees and the expected timetable.

After incorporation: compliance calendar

ADCE penalties and inactive status. Late ADCE filing attracts a penalty of KHR 2,000,000 per year. An entity that fails to file for three consecutive years is classified as "inactive", and its shareholders and directors are placed on the MOC watch list, which bars them from MOC services, including new registrations and corporate changes, until the position is regularised. The ADCE applies to companies, foreign branches and representative offices.

Company secretary. Prakas No. 117 requires every company to appoint a company secretary and record the appointment with the MOC. Following Prakas No. 044, any individual may be appointed (unless specific laws restrict this), the former security deposit for professional company secretaries no longer applies, and company-secretary details are filed and updated online free of charge.

ACAR penalties. Late filing of financial statements attracts a penalty of KHR 2,000,000 per month of delay, up to KHR 12,000,000 per accounting period for enterprises.

Labour onboarding

• Opening declaration. The MLVT notification of the opening of the enterprise is made through the combined online registration. The Labour Law requires the declaration before the enterprise opens; employers with fewer than eight permanent workers and no machinery have 30 days after opening.
• LACMS and FWCMS. Set up the enterprise's Labour Automated Central Management System (LACMS) account and link it to the Foreign Workers Centralized Management System (FWCMS), as the MLVT requires.
• NSSF. Register the enterprise with the National Social Security Fund (NSSF) within 30 days after opening, and register each employee within 3 days of the start of employment.
• Hiring and dismissal. Declare each hiring and dismissal to the MLVT in writing within 15 days.
• Foreign staff. Foreign employees generally may not exceed 10% of the Cambodian workforce (3% office, 6% skilled, 1% unskilled), unless the MLVT approves more. A new enterprise may apply for a quota once it starts operating. Each foreign employee needs a work permit, applied for within 90 days of first entering Cambodia, after the quota is approved.

Sector licences

Under Prakas No. 044, companies may generally choose their business objectives freely. However, the following regulated sectors need prior approval-in-principle from the competent authority before MOC registration can be completed:

• banking;
• telecommunications;
• tourism;
• casinos and gambling;
• non-bank financial services; and
• mining.

Many other activities need a licence or permit from a line ministry or local authority after registration, and some licences must be renewed periodically. We prepare a licence map for each business so that every approval is identified before operations begin.

Changes and dissolution

Corporate changes. Changes to the company name, registered office, business objectives, directors, shares, capital and similar particulars must be registered through the MOC online system. Filings generally require a shareholder resolution, a request letter, any required ministry approval and identification for new individuals. New individual shareholders and directors are subject to background checks through the system. Share transfers involving corporate shareholders carry additional document-certification requirements.

Dissolution. A company must first settle its tax obligations, complete a tax audit and obtain a Certificate of Tax Clearance from the GDT. Dissolution and deregistration are then filed through the online system, generally with a shareholder resolution, liquidation report, closing report and the appointment letter of an ACAR-licensed auditor. The closure must also be declared to the MLVT within 30 days.

The new SME Facilitation Unit

Royal Decree No. NS/RKT/0926/918 of 26 September 2026 established an SME Facilitation Unit attached to the Office of the Council of Ministers, as a single window for SME registration, licence and permit applications. The unit was still in preparation as at 4 October 2026, and whether foreign-owned SMEs may use it has not been announced. Until it opens, registration continues through the channels described on this page.

How MLV can help

• Structuring advice: choice of vehicle, shareholding, joint ventures, 51/49 land-holding structures and nominee-risk review
• SPV set-up for land holding, joint ventures, project finance, PPPs and QIPs, including shareholders' agreements, tailored articles, upstream holding and treaty review with our tax team
• Preparing articles of association, resolutions and the full registration dossier
• Filing the combined online registration with the MOC, GDT and MLVT
• GDT follow-up, including bank-account submission and tax-representative formalities
• Bank account opening support
• Registered office arrangements
• Company secretary services
• Annual compliance support: ADCE, patent tax, corporate records and a compliance calendar
• CamDigiKey account claims and portal access for existing companies
• Regularising late ADCE filings and inactive status
• Labour onboarding, foreign manpower quota and work permits
• Sector licence mapping and applications
• Corporate changes, share transfers and notarisation coordination
• Dissolution and deregistration
• QIP registration through the CDC

Frequently asked questions

Official sources

• Ministry of Commerce, Business Registration System
• Online Business Registration (single portal information and user guide)
• CamDigiKey
• Document verification
• General Department of Taxation
• Ministry of Labour and Vocational Training
• Foreign Workers Centralized Management System
• National Social Security Fund
• Accounting and Auditing Regulator
• Council for the Development of Cambodia
• Law on Public-Private Partnerships (2021), English translation
• GDT, double tax agreements

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