Cambodia Investment Review
The Ministry of Commerce has issued a new Prakas on the Simplification of Business Registration, which will take effect on January 8, 2026. The regulation aims to improve efficiency, strengthen regulatory oversight, and streamline Cambodia’s commercial registration framework through clearer rules and expanded use of digital systems.
The Prakas consolidates existing requirements applicable to establishments, companies, branches, representative offices, subsidiaries, and agencies operating in Cambodia. It also introduces new compliance obligations that businesses should prepare for ahead of implementation.
Below is an overview of the key provisions and their practical implications.
Recognition of Holding and Group Companies
Private limited companies and public limited companies may now formally register as Holding or Group companies in Cambodia. To qualify, the company must have at least three subsidiaries.
This change provides clearer legal recognition for corporate group structures and supports more complex investment and operational models increasingly used by regional and international businesses.
Mandatory Online Registration and AML Compliance
With the exception of local branches, all businesses are required to register through the official government portal at www.registrationservices.gov.kh.
A newly mandated requirement is the submission of an anti–money laundering (AML) background check as part of the registration process, reflecting Cambodia’s continued emphasis on transparency and regulatory alignment.
Once incorporation is approved by the MOC, applicants must submit original physical documents within 30 days from the issuance date of the Certificate of Incorporation. Failure to do so may result in cancellation of the business registration.
Registration of Corporate Changes
All registered businesses must record changes to company information, including name, address, business objectives, capital structure, directors, shareholders, quorum, or governance arrangements.
The Prakas introduces several accepted methods for certifying resolutions, including notarization by a Cambodian notary public. Original physical documents must again be submitted within 30 days of registering any changes through the automated system.
Re-registration of Legacy Companies
Businesses incorporated prior to the introduction of the MOC’s online registration system, and which have not yet completed re-registration, may continue to do so. This provision ensures continuity for entities transitioning into the digital registry.
Dissolution and Removal from the Commercial Register
Companies seeking dissolution must complete comprehensive tax audits and obtain a Certificate of Tax Situation from the Cambodian Tax Authority.
Following tax clearance, businesses may apply for dissolution and removal from the commercial register via www.businessregistration.moc.gov.kh.
Annual Declaration of Commercial Enterprise (ADCE)
Companies, foreign branches, and representative offices are required to submit their Annual Declaration of Commercial Enterprise (ADCE) within three months of their registration anniversary, with a 15-day grace period.
Failure to file results in a fine of KHR 2,000,000 per year. Failure to file for three consecutive years will result in the company being marked as inactive, restricting shareholders and directors from accessing MOC services, including new incorporations and registration changes. Inactive companies may only proceed with dissolution after completing tax clearance procedures.
Appointment of a Company Secretary
Companies must appoint a Company Secretary within three months of registration. The secretary may be an individual or a legal entity approved by the MOC.
Both must complete professional training conducted by the MOC and pass an examination before registration. Upon approval, the MOC issues an identification card and registration number valid for three years.
Complaint Mechanism with the MOC
Applicants may submit complaints to the MOC if they experience significant loss, deprivation of benefits, or infringement of rights.
Shareholders may also file formal complaints to prevent share transfers or registration changes based on court rulings, enforcement titles, or written complaints. Where valid grounds exist, the MOC may place the company on a monitored list to suspend relevant actions. A service fee applies.
Conclusion
The new Prakas reflects Cambodia’s continued push toward digitalization, enhanced corporate governance, and regulatory compliance. While the streamlined procedures aim to improve efficiency, businesses should be mindful of stricter documentation deadlines, new AML requirements, and expanded ongoing obligations.
Companies operating in Cambodia—or planning to enter the market—should review their internal compliance frameworks ahead of January 2026.
For further guidance on how these changes may affect your business, please contact Bun & Associates.
Contact
CHHAY Vannlyhoung
Senior Associate
+855 (0)12 654 821
✉️ chhay@bun-associates.com
SIN Sokanha
Partner
+855 (0)95 555 812
✉️ sin@bun-associates.com
