If you have chosen to set up a business in Cambodia, here is an overview of conditions and formalities that apply.
Cambodia is a member of the Association of South-East Asian Nations (ASEAN) which consists of many promising Asian countries such as Brunei, Indonesia, Laos, Malaysia, Myanmar, the Philippines, Singapore, Thailand and Vietnam. This is one of the reasons why Cambodia attracts skilled and qualified professionals, as well as foreign investors wishing to set up a business there.
Cambodia's economy is still quite fragile as a consequence of past conflicts which are still present. But the country's growth rate was at 7% in 2012. In fact, the economy is now driven by various sectors, namely new technologies, fossil fuels, agriculture, the processing industry, sustainable development, education, food, transport (maritime, rail, road, aviation), logistics, infrastructure and BTP.
Although the Cambodian population is thirsty for knowledge and social progress, the country does require foreign expertise in these particular fields. Therefore, foreign investment is the most welcome.
Formalities regarding the setting up of a business in Cambodia are quite simple. So you will not have much to worry about the local authorities. In fact, foreigners are allowed to set up a business which is funded at 100% by foreign sources. Hence, you are not compelled to look for a Cambodian partner.
Note that only three types of companies exist in Cambodia, namely the Limited Liability Company, the Joint Stock Company and entrepreneurship.
On setting up a business, note that its revenue will be taxable at rates ranging between 10% and 20% according to the type of activities in which it is involved. Value added tax (VAT) at a rate of 10% also applies. You also have to pay employer fees which vary between 5% and 20% according to employees' total income.
First of all, you are required to deposit the minimum capital required, that is a sum of 4 million riels, in a Cambodian bank and obtain a receipt. You then have to verify if the company's name is available at the Intellectual Property Department of the Ministry of Commerce. Thereafter, you will pay fees of US$ 10 to book the company's name at the Business Registration Office of the Ministry of Commerce.
Publishing an extract of the company's statutes in the official gazette will cost some US$ 15. The publication should include the company's name and initials, its legal status, a summary of its objectives, its terms, its capital in cash, as well as the director's full name, nationality, address and the company's head office address.
Thereafter, you are required to register the company with the Business Registration Department of the Ministry of Commerce. Registration fee of US$ 400 US apply. Note that the company's regulations and statutes have to be established according to the type of company and in accordance with applicable laws, regulations and standards as established by the Ministry of Commerce.
These documents must be produced in three copies, along with the originals, to the Business Registration Department of the Ministry of Commerce. In general, the company's regulations and statutes must include the following:
- the company's name
- the type of company
- its business objectives
- the company's duration term (in the case of a Limited Duration Company, it is registered in accordance with provisions applying to international trade companies with a maximum of 50 years duration)
- the head office address
- the capital (to be declared in local currency) and shareholding details
- the director's and shareholders' name, address and nationality
- general transfers and transfer of shares
- the company's dissolution
- any change in the company's form and status.
- the official setting up of the company.
The following documents must be submitted to the Registrar's Office in the specified number of copies:
- registration forms: three copies
- each of the company members' identity card or passport: three copies
- passport-size photos (4 "x 6") of each member of the company: three copies
- Reference letter from a bank, stating the minimum capital required (4,000,000 riels): the original only
- the company's status: three copies
- request for publication in the official gazette: three copies
- extract of the directors' criminal records: three copies.
You also have to obtain the company's stamp from the Ministry of Commerce against fees of US$ 15. Note that the Ministry also issues registration certificates. The company's registration documents, including its regulations, statutes, approval letter from the Ministry of Commerce and certificate of incorporation, must be stamped and approved by the Phnom Penh Tax Department. Fees of US$ 250 apply.
You can apply for the business registration permit at one of the 7 tax offices in the district (Khan) where the company has been set up. Fees of some US$ 285 apply. The company also has to be registered for VAT at the General Tax Directorate simultaneously. The tax office staff will help you in filling related documents in accordance with the Real Tax Regime. Note that copies of the company's registration documents will be required. You will obtain a temporary tax number pending the issue of a permanent one. Fees of some US$ 100 apply.
Finally, you have to notify the Ministry of Labor regarding the company's official opening and recruitment of staff. The company's premises will be inspected by the Labor Inspectorate. Fees of some US$ 250 apply for companies having between 8 and 200 employees.
A new company is required to notify the Ministry of Labor regarding its actual opening date through a written statement.
Recruitment and dismissal of employees must be notified to the Ministry of Labor through a written statement within 15 days following the hiring date and 15 days prior to the termination of a contract.
Companies having at least eight employees have to establish internal regulations in accordance with the general provisions of the Labor Code, working conditions, calculation and payment of salaries, direct and indirect benefits, working hours, health-related conditions, health and security measures, paid holidays including public holidays, etc. These regulations must be available within 3 months following the company's official opening.
The company must have an accounts book, a staff report book, an establishment booklet and a work regulations book written in Khmer.