The Ministry of Commerce (the “MOC”) of Cambodia with the aim of ensuring that business is increasingly secure, efficient and convenient, issued Prakas No. 117 on Simplification of Business Registration on 9 December 2025 (the “Prakas”). The Prakas introduces several key changes beyond only registration simplification including requirements such as appointment of a company secretary, a new filing deadline in respect of Annual Declarations of Commercial Enterprise (ADCEs), required registration for certain corporate changes, and new requirements for share transfers, amongst others.
I. Mandatory Appointment of Company Secretary
A company secretary is responsible for organizing board and shareholder meetings, preparing agendas and minutes, maintaining company records and financial statements, and handling official documents and court summonses. They also act as a liaison between shareholders, directors, and government authorities, ensure compliance with laws and regulations, and provide necessary information to auditors. Additionally, they may sign documents on behalf of the company.
The Prakas mandates companies to appoint, and submit the name to the MOC of, one or more company secretar(ies). A company secretary refers to a natural person appointed by a company and entrusted with specific authority.
Below is a summary of the qualifications and requirements for the company secretary.
Requirements | Company Secretary | Company Secretary (Natural Person) |
Term | Unlimited | Unlimited |
Eligible Entities/Degrees | Law firms, accounting firms, auditing firms, or equivalent entities | Degree in law, economics, finance, business, or similar field |
Required Designation/ Experience | Representative of the legal entity to act as a qualified company secretary | Minimum 2 years of work experience in related field |
Residency | Duly registered in Cambodia | Permanent residence in Cambodia |
Mandatory Training Program | Representative must complete the MOC training program and obtain associated qualifications | Must complete the MOC training program and obtain associated qualifications |
Security Deposit | 40,000,000 (Forty million) Riels | 4,000,000 (Four million) Riels |
ID Validity | 3-year validity | 3-year validity |
II. Compliance Requirements for ADCE
All entities, including companies, foreign branches, and representative offices registered with the MOC, must file an ADCE every year via the MOC’s online system. A filing must be made within 3 months of each anniversary after registration of the entity. If the deadline is missed, there is a 15-day grace period for the filing. Failure to file within this period is subject to a fine of 2,000,000 Riels (approximately US$500).
If an entity fails to file its ADCE for three consecutive years, the MOC will classify it as “Inactive”, which may lead to dissolution and deregistration procedures, after fulfilling tax obligations through a tax audit process and obtaining a Certificate of Tax Clearance from General Department of Taxation (GDT). In addition, the directors and shareholders of that entity will be placed on a “Watch List,” preventing them from registering new businesses or making changes to existing ones with the MOC until all issues are resolved.
III. Entity Names Containing “HOLDING” or “GROUP”
Private and public limited companies wishing to use “HOLDING” or “GROUP” in their names must meet the following requirements and must obtain an approval from the MOC to do so.
Requirements | “HOLDING” Companies | “GROUP” Companies |
Subsidiaries | Have at least 3 subsidiaries registered in Cambodia | Have at least 3 subsidiaries registered in Cambodia |
Voting Shares | Hold at least 51% of voting shares in each subsidiary | Hold at least 51% of voting shares in each subsidiary |
Business Objective | Must have business code 642 (Holding Activities) | No restriction |
Business Operations | Prohibited | No restriction |
IV. Registering Corporate Changes
Any corporate changes must be registered via the MOC’s online system including a name change, a change of registered office, changes to business objectives, share transfers, capital increases/reductions, changes to directors or their details, etc.
For changes, a company must generally submit:
- Resolution of shareholders;
- Request letter;
- Copy of approval letter from relevant ministry (where applicable); and
- Copy of ID or Passport and 4x6cm photos (white background) of any new individual shareholders, directors, or representatives of corporate shareholders.
All new individuals will undergo personal background checks through the online system for anti-corruption and anti-money laundering compliance.
New Requirements for Share Transfer
If a company seeks to transfer shares and has shareholders that are legal entities (the “Corporate Shareholders”), regardless of the jurisdiction in which such Corporate Shareholders are registered, it must comply with the below requirements:
Documents | Corporate shareholder (Seller) | Corporate shareholder (Buyer) |
Registration documents (Memorandum and Articles of Association and Certificate of Incorporation) | Not applicable | Certified by a notary public in Cambodia or embassy or consulate or foreign chamber of commerce recognized by the MOC. |
Share Transfer Resolution | – Certified by a notary public in Cambodia or embassy or consulate or foreign chamber of commerce recognized by the MOC; OR
– Request to complete the share transfer procedure through online system in the presence of registrar official of the MOC. | Certified by a notary public in Cambodia or embassy or consulate or foreign chamber of commerce recognized by the MOC. |
Even though applied for via the online system, companies are still required to submit the documents mentioned above, including an amended Memorandum and Articles of Association (if any) in original hard-copy to the MOC within 30 days from the date of registration of the corporate changes through the MOC’s online system.
V. Complaint Mechanism with the MOC
Should there be any concerns about serious harm, loss of benefits, or abuse of rights, any person may submit a formal complaint to the MOC either as a general complaint or a complaint to prohibit share transfer or registration of corporate changes.
A shareholder of the company may initiate a complaint prohibiting a share transfer or registration of corporate changes only based upon a court ruling of preservative relief, ruling of provisional attachment, execution title by the competent authorities, or written complaints. If the MOC finds valid grounds in the complaint, it will block a share transfer or registration of corporate changes by placing them on an official watch list until the dispute is resolved, upon receiving a request letter and payment of an applicable public service fee.
VI. Dissolution and De-registration
An entity that has fulfilled its tax obligations, completed a tax audit, and obtained a Certificate of Tax Clearance from the GDT may proceed with dissolution and de-registration through the online business registration system at www.registrationservices.gov.kh. The required documents include a resolution of shareholders, liquidation report, annual closing report, and appointment letter for an auditor licensed by the Accounting and Auditing Regulator.
In conclusion, the Prakas provides a comprehensive upgrade to the current system by eliminating unnecessary documentation for business registration and corporate changes, expanding the list of competent authorities authorized to certify and notarize documents, and consolidating the company dissolution process. These measures make business registration and corporate changes in Cambodia faster, more efficient, and more convenient. In addition, the Prakas introduces certain procedural and ongoing compliance requirements that businesses should be aware of when managing their corporate records and filings.
Disclaimer: The information provided herein is for information purposes only and may not be relied upon as constituting legal advice.
