Set up a company in Cambodia

How to set up a company in Cambodia?

• Outward investment activity is the transfer of investment capital from Vietnam to abroad, using profits earned from this investment capital to carry out business investment activities abroad.
• Investment activity to establish a company in Cambodia is the transfer of investment capital  from Vietnam by a Vietnamese investor to contribute capital, establish one of the types of enterprises prescribed in Cambodia on the basis of Vietnamese law on outward investment activities and of Cambodia with conditions for investors to be established.

Investors carry out company establishment activities in Cambodia

• Enterprises are established and operate in accordance with the Law on Enterprises and the Law on Investment.
• Cooperatives and unions of cooperatives shall be established and operate in accordance with the provisions of the Cooperatives Law.
• Credit institutions shall be established and operate in accordance with the Law on Credit Institutions.
• Business households shall be registered in accordance with the provisions of Vietnamese law.
• Individuals with Vietnamese nationality, except for the case specified in Clause 2, Article 17 of the Law on Enterprises.
• Other organizations making business investment in accordance with the provisions of Vietnamese law

Forms of company establishment in Cambodia

Investors can choose one of the following forms:

• Partnerships include: general partnerships and limited partnerships;
• Limited companies include private limited liability companies and limited joint stock companies.

Company establishment procedures in Cambodia

According to current law, to establish a company in Cambodia, Vietnamese individuals and organizations must carry out procedures for applying for an abroad investment license according to the Investment Law 2020, Decree 31/2021/ND-CP and establish a company according to the Enterprise Law of Cambodia. Therefore, the procedure for establishing a company in Cambodia is carried out as follows:

Process 1: Apply for an abroad investment license

Conditions for issuing Investment Registration Certificate of company establishment in Cambodia

• Investment activities to establish a company in Cambodia in accordance with the principle of carrying out outward investment activities, emphasizing compliance with the legal system on investment in Cambodia;
• The company’s business lines established in Cambodia are not in the lines and trades prohibited from outward investment specified in Article 53 and satisfy the conditions for outward investment for conditional outward investment lines specified in Article 54 of the Law on Investment 2020;
• Vietnamese investors investing in Cambodia have a commitment to arrange foreign currency by themselves or have a commitment to arrange foreign currency to carry out outward investment activities at the door of permitted credit institutions.
• Having an investment decision to establish a company abroad in accordance with the Law on Enterprises granted by Vietnamese agencies
• There is a document from the tax authority confirming the fulfillment of the investor’s tax payment obligations. The time of certification by tax authorities is not more than 03 months from the date of submission of investment project dossiers.

Dossier to issue Investment Registration Certificate of company establishment in Cambodia

For investment projects establishing companies in Cambodia that are not subject to approval of outward investment policies, investors shall submit dossiers of application for an Abroad Investment Registration Certificate to the Ministry of Planning and Investment. The dossier includes:

• Documents on registration of outward investment;
• Documents on the legal status of the investor;
• Decisions on outward investment shall be decided by investors in accordance with the Law on Enterprises;
• A written commitment to self-balancing foreign currency sources or a written commitment to arrange foreign currency for investors of a credit institution permitted under the provisions of Clause 3, Article 60 of the Law on Investment 2020.  In case an investor submits a written commitment to self-balancing foreign currency sources, it shall be enclosed with a document from a credit institution certifying the investor’s foreign currency account balance;
• For outward investment projects in conditional business lines specified in Clause 1, Article 54 of the Enterprise Law 2020, investors shall submit written approval from competent state agencies on satisfaction of conditions for outward investment in accordance with relevant laws (if any).
• A document from the tax authority certifying the investor’s fulfillment of tax payment obligations as prescribed in Clause 5, Article 60 of the Law on Investment 2020;
• Documents certifying the location of investment projects in foreign countries in the cases specified in Article 73 of Decree 31/2021/ND-CP include: (i) Investment licenses or documents of equivalent value of the receiving country or territory; (ii) Decisions on land allocation or land lease by competent agencies and organizations in the country or territory receiving the investment; (iii) Winning contracts or contracts; contracts for land allocation or land lease; investment and business cooperation contracts enclosed with documents proving the competence of the party involved in the contract for the location; (iv) Agreement in principle on the allocation of land, land lease, lease of business location, transfer of land use rights or assets attached to land; The business investment cooperation agreement is accompanied by documents proving the competence of the party involved in the agreement for the location.
• Documents determining the form of outward investment as prescribed in Article 74 of Decree 31/2021/ND-CP.

Order and procedures for issuing Investment Registration Certificate of company establishment in Cambodia

Step 1: Prepare and submit your application

• The investor shall declare information on the dossier of application for the Certificate of abroad investment registration on the National Investment Information System;
• Submit 03 dossiers (including 01 original dossier) to the Ministry of Planning and Investment within the next 15 days.

Step 2: Receive and process documents

• Dossiers shall be received by the Ministry of Planning and Investment when there are sufficient items of documents and quantities as prescribed;
• The Ministry of Planning and Investment checks the validity of the application. In case the application is invalid or has contents that need to be clarified, the Ministry of Planning and Investment shall notify the investor in writing within 05 working days from the date of receipt of the dossier;
• In case an outward investment project has a journalism, radio and television industry, the Ministry of Planning and Investment shall consult the Ministry of Information and Communications in writing as prescribed in Clause 2, Article 72 of Decree 31/2021/ND-CP. Within 07 working days from the date of receipt of the written comments, the Ministry of Information and Communications shall reply in writing to the Ministry of Planning and Investment;

Step 3: Get the result

• Within 15 days from the date of receipt of a valid dossier, the Ministry of Planning and Investment shall issue an Abroad Investment Registration Certificate, which records the investment project code as prescribed in Article 37 of Decree 31/2021/ND-CP, and copies it to the State Bank of Vietnam, The Ministry of Finance, the Ministry of Foreign Affairs, the Ministry of Labor, War Invalids and Social Affairs, the Ministry of Industry Management, the People’s Committees of the provinces or centrally-run cities where the investor has its head office or permanent registration, the tax office where the investor’s fulfillment of tax payment obligations is confirmed,  agency representing the owner of the investor (if any);
• In case the application is invalid or does not meet the conditions for issuing the Certificate of abroad investment registration, the Ministry of Planning and Investment shall issue a written notice of refusal to issue the Certificate of abroad investment registration clearly stating the reason for sending the investor.

Process 2: Deposit at the bank

Individuals and organizations must deposit funds at banks with the minimum amount prescribed by Cambodian law.

Process 3: Cambodia company formation

Step 1: Prepare your application

• Application form for incorporation of the Company (according to the form);
• Application for registration of the Company’s name on the list of Companies at the Ministry of Commerce of Cambodia;
• Deposit certificate at the Bank
• Draft the company’s charter according to the signatures of all members of the Company. (made 04 Khmer versions and 04 English versions).
• Lease contract for the Company’s headquarters in Cambodia (in Khmer and English, certified by local government agencies, and enclosed with electricity – water – post bills if any, made in 04 Khmer versions and 04 English versions).
• Photocopy of Passport or Identity Card of the Director of the Company (04 photos 4 x 6) with Notarized certification (04 Khmer versions and 04 English versions).
• Certificate of non-criminal offense from the local government (04 Vietnamese and 04 English versions).

Step 2: Apply

• The above dossier is submitted to the Ministry of Commerce of Cambodia, and upon request, it is necessary to fill in the information and sign the confirmation forms according to the regulations of the Ministry of Trade of Cambodia.
• Pay the fee for applying for a company establishment license in the amount of the fee according to current regulations.
• In addition, individuals and organizations can also apply online through the website of the Cambodian Ministry of Commerce: www.businessregistration.moc.gov.kh then fill in the information according to the instructions of the Ministry of Trade of Cambodia.

Step 3: Get the result

After about 07 working days from the date of submission of all valid documents, the Ministry of Commerce of the Kingdom of Cambodia will issue a license to register the Company in Cambodia.