Company registration in Cambodia

Business climate in Cambodia

Advantages for foreign investors

Registering a company in Cambodia in 2024 is an attractive option for foreign investors for a number of reasons. The most important advantages that make Cambodia a desirable place to do business are stability, dynamic economic development and a positive attitude towards foreign capital.

Stability in Cambodia stems from the socio-political situation in the country. This creates confidence for entrepreneurs that their business will operate in a predictable and safe environment. Company incorporation in Cambodia is supported by government agencies, which makes the process simpler and easier to understand for foreigners.

The favourable attitude towards foreign investors in Cambodia comes in the form of transparent and simplified procedures for starting and running a business. The government endeavours to attract foreign capital by facilitating the company registration process and providing various incentives and benefits.

Possibility to open a business with 100% foreign capital

Opening a company in Cambodia in 2024 offers a lucrative opportunity for foreign investors, allowing them to operate a business with 100% foreign capital. This key advantage opens the door to full control of the business without the need for local partners or shareholders, a significant difference from many other countries where such requirements are mandatory.

Establishing a company in Cambodia with wholly foreign capital allows entrepreneurs to avoid the complexities and constraints of having local partners. This provides greater flexibility in business management and strategy, allowing investors to realise their plans and vision without compromise. It also helps to attract investors who are looking for complete autonomy in decision-making and wish to avoid potential conflicts or disagreements with local shareholders.

This policy is part of Cambodia's efforts to attract foreign investment and strengthen its economy. It reflects the country's desire to integrate into the global economy and create a favourable investment environment that attracts foreign capital and promotes economic growth.

Thus, the ability to launch a business in Cambodia with 100 per cent foreign capital in 2024 offers significant advantages for international investors seeking to expand their influence and strengthen their position in the Asian market.

Agreements on avoidance of double taxation with other countries

Incorporating a company in Cambodia in 2024 involves an important aspect related to tax planning and management: consideration of Cambodia's double tax treaties with other countries. These agreements play a key role in determining the tax obligations of foreign investors and companies operating in Cambodia and can significantly influence the decision on where to register a business.

Double tax treaties establish clear rules for determining tax liabilities and prevent situations where income is taxed twice. This is particularly important for companies engaged in international trade or with assets in several countries. Starting a business in Cambodia with these treaties in mind allows for better management of tax risks and optimisation of the tax burden.

These treaties also provide legal certainty for foreign investors as they establish a stable and predictable tax framework. This is an important factor when making investment decisions, as entrepreneurs seek to minimise tax risks and maximise the return on their investments.

Overall, when incorporating a non-resident company in Cambodia, taking into account international double tax treaties is a key element of strategic planning and can have a significant impact on the financial health and success of a business in the international arena.

Optimal business niches for investment

Starting a business in Cambodia in 2024 offers a variety of opportunities to invest in different business niches, given the country's rapidly growing economy and open investment policy. Some of the optimal business niches that may be of interest to foreign investors include sectors such as tourism, agriculture, light industry, and the property market.

Setting up a business in Cambodia can be particularly promising in the tourism sector because of its cultural and historical heritage, including world-famous attractions such as the temples of Angkor. Opening hotels, travel agencies or businesses related to organising excursions and adventure tourism can be a successful option in this area.

The agriculture sector is also an attractive area for doing business in Cambodia. Opportunities include the production and export of agricultural products such as rice, tropical fruits and vegetables. In addition, the development of biotechnology and improved agricultural techniques may offer new prospects for investment.

Light industry, including textiles and footwear, is already one of Cambodia's key export sectors. Investing in the production and export of textile products, as well as developing supply chains and improving production technology, can yield significant returns.

The property market in Cambodia is also experiencing growth, particularly in major cities such as Phnom Penh. Opportunities include developing residential and commercial projects, investing in construction, and providing property management services.

Legal forms for starting a business in Cambodia

Each form has its own unique requirements and characteristics to consider when starting a firm in Cambodia, especially in terms of taxation, corporate governance and degree of liability. When deciding on the type of legal entity, it is also important to consider the business model and long-term goals of your enterprise.

Conditions for registering a business in Cambodia

Stages of company registration

Setting up a company in Cambodia consists of several key steps, starting with the online registration process with the Cambodian Ministry of Economy and Finance (MEF). This digitised process greatly simplifies the procedure and makes it more transparent.

Next, the business must be registered with the General Department of Taxes, where a tax number and VAT certificate are issued. This is a mandatory step as it establishes the company's tax obligations and allows it to operate legally.

Overall, the process of registering a company in Cambodia has become more simplified and transparent due to digitalisation. However, despite this, it is important to thoroughly research all the requirements and stages of registration to ensure that your business complies with all the country's legal regulations.

List of documentation for company registration in Cambodia

• Attestation of identity: an authorized passport of the originators and administrators of the enterprise.
• Attestation of lawful domicile of the enterprise: this could be an utility account or a rental pact.
• Correspondence from the overseer of the enterprise: a declaration affirming the originators and administrators have no felonious record, and a law enforcement dossier from the nation of origin corroborating the absence of felonious record.
• Charters and enterprise inauguration manuscripts: encompass the goals and managerial framework of the enterprise.
• Application for Enrollment: a fulfilled and endorsed enterprise enrollment questionnaire.

It is important to note that all documents must be prepared in accordance with Cambodian law and may require notarisation or translation into Khmer.

Requirements for company name and registered office

Enrolling a firm in Cambodia necessitates meeting specific stipulations regarding the denomination and domicile of the firm. One of the pivotal facets is to select an exclusive appellation for the firm, which must be sanctioned during the enrollment procedure. The appellation of the firm assumes a significant role as it mirrors its persona and sets it apart from other enterprises in Cambodia.

The appellation should be distinctive and should not coincide with already extant appellations of other firms in Cambodia. This helps avert perplexity and furnishes legal lucidity. It is imperative that the appellation reflects the essence of the firm's commerce and adheres to all legal and cultural norms of the nation. Alongside this, when initiating a firm in Cambodia, it is crucial to ascertain that the firm appellation is translated into Khmer and that it resonates fittingly.

Minimum number of directors and shareholders

Corporation enrollment in Cambodia mandates particular conditions associated with the minimal number of executives and stakeholders, contingent on the juridical structure of the entity.

For exclusive restricted accountability entities (LLCs), at minimum one executive is obligatory, who could be either a Cambodian dweller or an alien. The quantity of stakeholders in such entities can fluctuate from pair to thirty, rendering the LLC a favored format for minor and intermediate-sized enterprises owing to the adaptability in administration and the prospect of incorporating multiple financiers or affiliates.

Public restricted entities, which possess the capability to dispense stakes and additional securities to the communal market, necessitate a minimum of three executives. This guarantees superior command and equilibrium of accountability, which is notably pivotal for entities with more substantial communal and regulatory sway. Such entities must encompass at least two stakeholders.

An essential facet of enlisting a business in Cambodia is also having a enlisted agent and enrolled headquarters within the nation, which is indispensable to ensure that the entity is lawful and recognized under Cambodian statute and government benchmarks.

Thus, when instituting a corporation in Cambodia, it is indispensable to pay heed to these prerequisites as they are pivotal to the prosperous enrollment and efficient functioning of the enterprise.

Obtaining a licence for certain types of activities

Commencing an enterprise in Cambodia necessitates securing the pertinent commercial permissions for specific activities. The process of acquiring permissions fluctuates contingent on the sector and nature of activity of your enterprise.

Permissions are granted by the pertinent department contingent on the extent of your enterprise. For instance, a publishing enterprise will necessitate a permission from the Cambodian Ministry of Information, whereas a tourism-oriented enterprise must request to the Cambodian Ministry of Tourism. Permissions are revalidated annually, and noncompliance with the requisites to acquire or revalidate permissions can culminate in penalties or enterprise cessation.

The need to maintain and submit financial statements

Enrolling a commercial endeavor in Cambodia in 2024 involves significant responsibilities concerning fiscal disclosure. The primary facets of fiscal disclosure hinge on the category and magnitude of your enterprise.

All commercial ventures in Cambodia are obligated to formulate and deliver fiscal declarations on an annual basis. Those enterprises mandated to have their fiscal declarations externally scrutinized must lodge their scrutinized fiscal declarations with the Accountancy and Scrutiny Regulatory Authority (ASRA) utilizing the ASRA electronic filing mechanism no later than 6 months and 15 days following the culmination of their fiscal period, which for the majority of enterprises is fiscal period ending on 15 July 2024.

Businesses that are not mandated to have their 2023 monetary declarations externally scrutinized must dispatch their monetary declarations via the ACAR e-filing mechanism no later than 3 lunar cycles and 15 days subsequent to the culmination of their accounting epoch, which for the majority of businesses is accounting for 15 April 2024. Enterprises must initially enroll with the ACAR web-based system and then finalize the blueprints furnished by ACAR to convey their monetary declarations. Upon completion, these manuscripts must be uploaded and submitted to ACAR.

It is noteworthy to discern that commencing from 2023, all enterprises are mandated to utilize the Ministry of Commerce's electronic mechanism to dispatch an annual commercial enterprise plea. This must be executed within three lunar cycles from the jubilee date of the enterprise's re-registration in the Ministry of Commerce's online mechanism. A levy of 2,000,000 Khmer riel (about US$500) will be imposed for tardy submission.

Minimum authorised capital to open a company in Cambodia

Inaugurating a venture in Cambodia mandates the establishment of a minimal certified capital for an enterprise. Pursuant to Cambodian legislation, the minimum certified capital for commencing an enterprise is 4 million Khmer Riel, which approximates to around US$1,000. This prerequisite is applicable to all types of enterprises, encompassing private and public entities with limited liability.

The aforementioned certified capital must be deposited upon enterprise enrollment and substantiated by suitable documentation, typically encompassing a bank attestation of deposit. This furnishes the fiscal groundwork for the enterprise to inaugurate activities and stands as one of the pivotal stipulations for its official enrollment in the nation.

Taxation system in Cambodia

The enrollment of a non-resident enterprise in Cambodia in 2024 necessitates specific fiscal obligations that hinge on assorted variables, comprising the magnitude of the enterprise and the nature of its commerce.

The traditional corporate income levy (CIT) ratio in Cambodia stands at 20 per cent for substantial and sizable ratepayers as well as incessant establishments (PEs). Diminutive ratepayers are liable to graduated CIT ratios spanning from 0% to 20%. Particular CIT ratios are applicable to particular industries, e.g. for petroleum and gas distillation and particular minerals, the CIT ratio stands at 30%. Assurance companies are levied at 5% of total premium income and 20% of other non-insurance/reinsurance income.

Domiciled ratepayers are taxed on worldwide income, whereas non-natives are solely levied on income garnered in Cambodia. Incessant establishments are levied solely on income amassed in Cambodia.

My Second Home Programme in Cambodia

Initiating an enterprise in Cambodia in 2024 may pique the interest of overseas stakeholders given the availability of the My Second Home (CM2H) initiative, formally sanctioned and acknowledged by the Cambodian Ministry of the Inner and General Bureau of Migration. This initiative permits non-natives to dwell in Cambodia on a "Gold Visa" basis for a decade. CM2H holders are eligible to petition for Cambodian nationality following 5 years of habitation.

Specific prerequisites must be satisfied to partake in the initiative: being a denizen of a country acknowledged by the Cambodian administration, obtaining approval from the Ministry of the Inner, being above 18 years of age, and possessing no criminal dossier in Cambodia.

The initiative furnishes the chance to acquire Cambodian nationality after 5 years of habitation in Cambodia. Cambodia accedes to dual nationality, which amplifies the allure of this initiative to overseas stakeholders seeking to broaden their horizons and accrue supplementary advantages from residing and engaging in commerce in Southeast Asia.

Conclusion

In 2024, the procedure of initiating a corporation in Cambodia is garnering the interest of overseas stakeholders owing to the nation's fortitude, vibrant economic expansion, and hospitable foreign investment regulations. Founding a corporation in Cambodia grants entry to an extensive array of corporate segments such as hospitality, agrarian, illumination manufacturing, and real estate spheres. The corporate enrollment process in Cambodia is customized to suit the requirements of overseas stakeholders, rendering the procedure more straightforward and uncomplicated.

However, it is imperative to strategize sagaciously and meticulously assemble all the requisite records, accounting for fiscal and juridical intricacies. Cambodia's fiscal regimen encompasses an array of levy rates that fluctuate contingent on the magnitude and particulars of the enterprise. Rigorous adherence to all lawful requisites and standards is pivotal for triumphant enterprise in the realm.

Furthermore, the "My Second Home" initiative furnishes overseas investors with perks in acquiring a protracted residency permit and avenues to procure Cambodian permit, constituting an additional impetus for commercial undertakings in the locale.

As a result, Cambodia presents distinctive opportunities for overseas entrepreneurs with an interest in broadening their perspectives and delving into unexplored markets in Southeast Asia.