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Company Registration in Cambodia

Update Date:2019-8-6 13:31:45 Source:Tannet (Malaysia) Sdn Bhd Views:36

Malaysia Hotline : +603-2141 8908


Cambodia is one of the ASEAN members which is located in the southern portion of the Indo-China Peninsula in Southeast Asia. It is 181,035 square kilometres in area, bordered by Thailand to the northwest, Laos to the northeast, Vietnam to the east and the Gulf of Thailand to the southwest.



The economy of Cambodia at present follows an open market economy and has seen rapid economic progress in the last decade. Cambodia had a GDP of $24,572 million in 2018. Per capita income, although rapidly increasing, is low compared with most neighbouring countries. Nonetheless, Cambodia continues to attract investors because of its low wages, plentiful labour, proximity to Asian raw materials, and favourable tax treatment.


So now, if you are considering starting a new business in Cambodia, Tannet will assist you with incorporating the optimal Cambodia business entity for your business need. Usually, the foreign investors willing to start a company in Cambodia are setting up limited liability companies as public limited companies can only be used to establish a bank or a financial institution. Alternatively, foreign corporations can also register a branch in Cambodia or a representative office if they only want to conduct non-commercial operations.


1. Register a Limited Liability Company in Cambodia

A Limited Liability Company offers limited liability for you and your shareholders, which can number up to 30. This classification shall protect you from personal liability for any debts that the business may incur, as it has its own distinct legal identity and exists independently of its shareholders.


The three types of limited liability companies available are:

a) Private Limited Company

A Private Limited Company is a form of limited company that may have from 2 to 30 shareholders.


b) Single Member Limited Company

When a Private Limited Company is established by one person, it is known as a “Single Member Limited Company.”


c) Public Limited Company

A Public Limited Company (PLC) is possible also, now that the Cambodian Stock Exchange is operative. A PLC is authorised by law to issue securities (shares) to the public. Before your company can be considered for flotation on the stock exchange, you must show it adheres to various financial and accounting standards, and demonstrate that it has set out the corporate structure in a memorandum and articles of association.



2.  The Company's Shareholders, Directors and Company Secretary

A private limited company can have up to 30 shareholders. If a limited liability company has only one shareholder, it is registered as a single member private limited company. If a new shareholder is added, the registration can be modified.


3. Registered Capital

Although in law the minimum capital requirement of Private Limited is USD1,000, the Ministry of Commerce in practice requires USD1,300 as a minimum, and furthermore the Tax Department and Stock generally requires at least USD5,000 in minimum capital. In the Articles of Association, despite the initial requirement of only USD1,300 needed to fulfil the bank confirmation letter requirement for the Ministry of Commerce but it is generally recommended to register USD5,000 to avoid stamp duty on subsequent capital increases.


4. Registered Address

To setup the company in Cambodia, proof of address must be submitted. In most cases a copy of a lease agreement is submitted, though a utility bill or land title is usually acceptable. Tannet can provide with such an address.


5. Business Scope of Cambodia Company

In general, the business scope has no specific requirements, and enterprises can engage in various business activities according to law and enjoy the same treatment in domestic enterprises.


6. Bank Account Opening

Before you start signing up for a company, opening a business bank account with a domestic bank is required. For a private limited company, the initial investment capital will need to be deposited and proof thereof submitted to the Tax Department is no less than USD 1,500. However, the deposit is able to be Withdrawal. Tannet will assisting you liaise with local banker for open a domestic bank account.


7. Tax Registration

Once the company is finally registered with the Ministry of Commerce (which means the company registration certificate is in hand), the tax registration application must be submitted to the Tax Administration within 2 (TWO) weeks. The Memorandum and Articles of Association as well as the company's original registration and bank statement, need to be submitted. Registration can be done in person at the GDT office or online through e-Tax service.

The GDT will register the business for value added tax, and will issue a taxpayer identification number, which identifies the company to the tax authorities and must be included in every invoice. The patent tax will also need to be paid at this time.

At the end of the process, the company will receive a taxpayer ID card, a VAT certificate and a certificate of patent tax for the current year.


8. Tax Return

The economic and financial sector requires each company in Cambodia to obtain taxpayer identification number in the tax department within 14 days of business development. The company must do business registration tax, profit tax (1%-20%) and 10% VAT fee every year. Every company must file tax returns on a monthly and annual basis. The monthly tax return reports its monthly income and will be paid on the 15th of the following month. The annual tax return is subject to income tax and will be paid on March 31 of the following year.


9. Registration Process of Cambodia Company

Site selection and establishment of company name - preparation of documents - registration of the Ministry of Commerce - opening a bank account - tax registration


10. Processing Time

It takes 5-7 working days to collect the license, and the tax registration takes one month.


11. Information Required

a) Offices and branches:

Application form, copy of certified parent company charter, certified parent company registration certificate, letter of appointment of director/manager appointed by parent company, photo of director/manager, signature copy of director/manager passport/ID card.


b) Private Limited:

Provide shareholders / directors’ photo and identity information.


c) If the Limited Company is partially or wholly foreign:

A copy of the certified parent company's charter, a certified parent company's registered capital, a letter of appointment from the parent company's shareholder's representative, and a photo of the shareholder's representative and identity information


Remarks:

1. If the submitted documents are not in English, they must be translated into English and submitted together.

2. The processing time begins on the date of delivery of the full payment and the submission of the information.


12. Documents Received After Registration

a) Copy of the company chart in the form of a notarization confirmation

b) License of the registered company

c) Engraved seal of the registered company

d) Corporate income tax registration tax certificate, etc.


Contact us :

If you have further queries, please contact Tannet Malaysia hotline:603-21418908 / Wechat ID: tannetmy01 or Email: mytannet@gmail.com

TANNET GROUP : http://www.tannet-group.net, http://en.tannet.com.my




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