Open a Company in Cambodia
To directly hire staff and conduct most business activities in Cambodia, a foreign business will need to incorporate a company in Cambodia. The experts at New Horizons will assist you in determining the best entity for your business and will assist you with all aspects of the registration process.
Limited Liability Company
The limited liability company is the most common type of business entity that foreigners use to establish a business in Cambodia. To establish this entity type, you must have at least two shareholders and one director. They can be foreigners and do not need to reside in Cambodia. However, you will need to have a registered agent in Cambodia.
You will also need paid up capital of at least USD $1,000. Higher capital requirements may be imposed for certain industries or complex projects. You will need to deposit the paid-up capital in a corporate bank account in Cambodia before the company is setup. You will also need real office space.
After incorporation, you will need to file annual returns and annual tax returns. You must also register for VAT. Your company may also be subject to routine audits.
Wholly Foreign Owned Enterprise
The wholly foreign owned enterprise is a type of limited liability company that is established entirely by foreign investors. This type of business entity is often used to produce products in Cambodia to export them to other countries.
To establish this type of business, the company must complete the entire registration and incorporation process, so it is the most expensive type of entity to establish.
Public Limited Company
The public limited company or joint-stock corporation is only available to banks, financial institutions and companies that are listed on the Phnom Penh Stock Exchange. This type of entity is free to trade in shares and can have more than 30 shareholders. Setting up this type of business is similar to setting up other legal entities in Cambodia.
Many companies decide to set up a branch office in Cambodia to handle local operations and to do business in the country.
Cambodia law also allows foreign companies to set up a representative office. This option is often used when the company only wants to conduct market research or promote the business. Representative offices are prohibited from completing production or commercial operations. They cannot engage in profit-generating activities, such as buying or selling good, manufacturing products or processing products.
The Company Incorporation Process in Cambodia
The process to incorporate a business in Cambodia is often complex and requires many steps. At New Horizons, we provide end-to-end services. We can assist you with establishing a new company, branch office, or representative office. Our experts will discuss the process and the advantages of each type of entity.
The registration process typically consists of the following steps:
Deposit Paid Up Capital
You will need to deposit the required paid-up capital in a corporate bank account in Cambodia. The bank will provide you with proof of this deposit, which you will keep to provide Cambodia authorities during the incorporate process.
Select Unique Name
Your business must have a unique name. Our experts will help you find a unique name and complete a business name application to the Ministry of Commerce’s Business Registration Department. Your application must include copies of your identification card or passport, photos of the owner, payment and three copies of your application to register an enterprise name.
Prepare Articles of Association and Memorandum
These documents set out the plan for the business and its operations. They should comply with standards established by the Ministry of Commerce. These documents should contain the following information:
- A statement on the form of the business
- The name of your company
- The goals of your business
- How long the business will remain active
- Statement on the registered office
- The full name, nationality and address of the director and all shareholders
- The company’s capital and shareholding referred to in Cambodian currency
Receive Company Seal
The Cambodian Ministry of Commerce will issue a company seal and certification of registration.
Register for Taxes
Your business may need to register for patent, TIN or VAT tax. You will need to provide the official documents that you have received from the Cambodian government agencies to register for these taxes.
Prepare Notice to the Ministry of Labour
Before you can begin operations in Cambodia, you must submit a notification of the start of your business operations to the Ministry of Labour. This requires the following steps:
- Announce the launch of the company and registration with the Labour Ministry
- Declare your staff
- Develop internal regulations
- File employment contracts
- Register with the National Social Security Fund
As you can see successfully setting up your company in Cambodia involves many complicated steps and involvement with multiple governmental agencies. New Horizons can guide you through this process, prepare your paperwork and submit your applications in a timely manner. By trusting our experts with this process, you can set up your business faster and with no stress.
Because the company registration process can often take several months, many foreign businesses choose to outsource employment to a Professional Employer Organization. This allows them to have staff on the ground faster to assist with the opening of the business while they wait for their company incorporation.
Outsourcing employment in Cambodia can be a strategic method to set up an office quickly while limiting the company’s initial commitment. The business may try a trial run with outsourced employment before incorporating a separate entity in Cambodia to ensure that this expansion is a viable and profitable option.
New Horizons offers comprehensive business services in Cambodia to our clients. We can assist you with all compliance matters related to employment, immigration, payroll and tax. We develop compliant employment contracts for workers and handle all severance matters. Our comprehensive services allow companies to deploy staff more quickly within a defined budget. You benefit by having us considered the employer of record. We take on all employer liabilities while you maintain control of the day-to-day activities of your staff.