CIR Explainer
The Ministry of Commerce (MoC) has issued a press release dated 25 February 2026 clarifying the implementation timeline and scope of Prakas No. 117 on the Simplification of Business Registration Procedures, alongside Announcement No. 0051 on the waiver of penalties for late annual declarations. The clarifications address several areas of uncertainty that had arisen since the Prakas was first published.
Postponement of the mandatory company secretary requirement
The MoC has confirmed that the mandatory appointment of a Company Secretary under Prakas No. 117 will not take effect until January 2027. The requirement applies exclusively to Limited Liability Companies. Sole proprietorships, partnerships, startups, informal economy groups and SMEs are exempt from the obligation.
Clarification on qualifications for company secretaries
The MoC has further clarified that companies appointing an internal individual as Company Secretary are not required to meet the professional qualification, licensing or bonding requirements set out under Article 25 of Prakas No. 117. Those requirements apply only to external professional firms or licensed individuals engaged on an outsourced basis. This distinction provides greater flexibility for companies that wish to manage the role in-house.
Waiver of penalties for annual declarations
Under Announcement No. 0051, the MoC has confirmed that penalties for failure to file annual declarations are limited to the most recent year only. Companies may continue to file their annual declarations in line with the General Department of Taxation’s patent tax payment timeline, which typically falls between January and March each year.
Based on verbal confirmation from the MoC, this January to March filing window will apply formally from 2027 onwards.
Further guidance expected
The MoC has indicated that additional implementing Prakas and standard operating procedures will be issued ahead of full enforcement. Businesses should monitor further official communications to ensure timely compliance.
Acclime continues to track developments related to Prakas No. 117 and will provide updates as further official guidance becomes available.
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Acclime helps businesses, from funded startups to multinational corporations, start and operate in Cambodia and beyond, navigating local regulatory complexities to maximise opportunities while ensuring compliance. As a trusted partner, we provide premier advisory and corporate services across Cambodia and the Asia-Pacific region.
