On 21 October 2025, the Non-Bank Financial Services Authority of the Kingdom of Cambodia issued Prakas No. 080 on the “Private Placement of Bonds” (“Prakas No. 080”), establishing a comprehensive legal framework governing the issuance and post-issuance obligations for private bond offerings or placements in Cambodia.
A. THE BASICS
WHAT IS A BOND PRIVATE PLACEMENT?
| A bond offer made to no more than 30 individuals that is not publicly disseminated by any means.
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WHO IS ELIGIBLE TO MAKE A PRIVATE PLACEMENT?
| A legally registered company or enterprise in Cambodia that is able to:
· Provide financial reports for the latest financial year, which must be subjected to an independent audit;
· Obtain a resolution from its shareholders or board of directors approving the private bond placement; and
· Obtain a credit rating from a credit rating agency recognized by the Securities and Exchange Regulator of Cambodia (“SERC”).
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WHAT ARE THE REQUIREMENTS FOR SECURED BONDS?
| · The issuer must meet the above eligibility requirements and provide collateral;
· The collateral may be immovable property, perpetual lease rights, and/or other assets approved by the SERC;
· The collateral must be certified by the competent authority or relevant persons to be free from any encumbrance that could impair the bondholders’ rights and in case the collateral is an immovable property or a perpetual lease right, the collateral’s value must be appraised by a valuation company accredited by the SERC;
· The maximum amount raised from the private placement cannot exceed 70% of the value of the collateral as of the date of the bond placement application or otherwise agreed by all investors and permitted by the SERC; and
· In case the bond is secured by a guarantor, such guarantor must obtain a credit rating from a credit rating agency recognized by the SERC |
B. WHAT ARE THE APPROVAL AND COMPLIANCE REQUIREMENTS OF THE BOND ISSUERS?
| COMPLIANCE REQUIREMENT | DESCRIPTION | TIMEFRAME |
| Approval of the Bond Private Placement: | The SERC must approve the application | 20 working days to approve or reject the application from the date of full application receipt, |
| Continuous Compliance Obligations: | Notify the SERC of any failure to pay principal or interest. | Immediate notification |
| Notify the SERC upon the occurrence of events related to the changes of the issuer’s articles of incorporation, changes related to the bonds, etc. | Within 7 working days or any other timeframe as determined by the SERC upon occurrence of the relevant event. | |
| Notify the SERC annually upon receipt of the credit rating report. | Within 7 working days or any other timeframe as determined by the SERC upon receipt of the report. | |
| Annually submit the audited financial statements to the SERC. | Within 90 days of the financial year or any other timeframe as determined by the SERC. |
C. WHAT ARE THE CONSEQUENCES OF NON-COMPLIANCE?
In addition to general administrative sanctions, non-compliance with Prakas No. 080 is subject to other specific monetary fines as follows:
| VIOLATION | SANCTION |
| Unauthorized private placement (without prior SERC approval) | Fine of KHR 500,000,000 (approximately US$125,000) or 1% of the issuance size, whichever is greater |
| Violation of post-issuance obligations (e.g., reporting, registration, etc.) | Administrative sanctions and/or a fine not exceeding KHR 250,000,000 (approximately US$62,500) |
Please contact us at HBS LAW if you have any questions. Our team at HBS LAW is ready to provide relevant legal advice and assistance pertaining to the above, as well as any other matters in the securities sector in Cambodia. We are committed to delivering services that are tailored to meet your specific legal needs.
Disclaimer: The information provided herein is for information purposes only and may not be relied upon as constituting legal advice.
