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Starting a Business in Cambodia

Starting a Business in Cambodia: Tax, Registration, Visa, Work Permits

Are you considering starting a new business in Cambodia but need more information? Our Guide and FAQ on starting and registering a business in Cambodia is the most comprehensive online guide available.

You’ll find everything you need right here in our B2B Cambodia business guide. From how to open a business in Cambodia, the necessary licenses, calculating and paying taxes; and how to close your company as well as the latest changes to registrations and post COVID-19 changes being implemented.

If you can’t find your answer here, just ask us at B2B Cambodia and we’ll point you in the right direction.

Cambodia officially joined the Asean Economic Community (AEC) in December 2015. While it is still early to assess the impact the new membership has had on the country, we believe in the following years your startup could benefit from:

  • Access to a market of over 660 million people (or almost 10% of the world population) in the ASEAN region with a number of agreements which will:
    • Facilitate the movement of goods, services, investments, capital, and skills
    • Increase trade (goods and services) and investment (Access to ASEAN capital investment opportunities) among the Member States
    • Promote and expand regional production sharing and network
    • Promote a higher level of transparency and predictability
  • Access to skilled labour from other countries, as well as educational & comprehensive capacity building programs to train our existing staff.
  • Exchange of knowledge and improvement of processes to implement Good Manufacturing Practices, HACCP, Intellectual Property Rights, etc. For example, Cambodia has signed all three intellectual property treaties managed by WIPO: the Madrid Protocol, the Patent Cooperation Treaty, and the Hague Agreement Concerning the International Registration of Industrial Designs.
  • With AEC membership we will see proper regulations and all the proper taxation put in place, making importing and exporting and other business-related activities much clearer and easier to understand. It will actually lower the price of a lot of goods here. For example, Cambodia recently abolished the estimated tax regime, forcing all enterprises to join the real regime.
  • The country has signed Double Tax Agreements (DTA) with Singapore, China Brunei, Thailand, Vietnam, Malaysia, Indonesia and Macau Special Administrative Region, Korea and more are due (Cambodia was negotiating with the Philippines, Japan, Turkey, Laos, the United Arab Emirates and Myanmar at the end of 2021).
  • Under the Cambodian chairmanship, the Economic and Socio-cultural priorities are: ensuring effective implementation of Covid-19 response initiatives; launching Regional Comprehensive Economic Partnerships implementation and enhancing existing Free Trade Agreements; promoting digital economy, MSMEs and women empowerment; enhancing digital connectivity and cooperation in science and technology; and strengthening health, well-being and social protection of the ASEAN peoples.
  • Cambodia introduced the Ministry of Economy and Finance Cambodia One Portal allowing for online business registrations – this was launched June 15, 2020.
  • The Cambodian Ministry of Commerce reported that local and international companies registered 7,997 trademarks in 2020.
  • Foreign firms are mostly operated by Chinese, South Koreans, Japanese and Vietnamese who are carrying out business in the garment, footwear, agriculture, agro-industry, tourism, construction and real estate sectors.
  • Cambodia was considered number 187 out of 190 countries on the Ease of Starting a Business, according to the World Bank – so challenges could be significant.
  • Frequent challenges have included a lack of access to information on regulations, licenses & permits needed for a specific industry and a lack of skilled labour.
  • You need to follow due diligence when looking to evaluate or buy a business. Looking at assets is a good starting point to evaluate the value of a company in Cambodia, such as machinery, fixtures, inventory, etc.
  • Also, consider intangible assets such as customer relationships and the employees.
  • A potential buyer should also estimate a company’s earning potential – If the business has an earnings track record, it’s easier to project the likely future revenue stream.
  • Is the market saturated, or is there still a niche to be filled and can the business grow and develop in Cambodia?
  • How strong is the competition? The core businesses in Cambodia have been in specific sectors historically (tourism, agriculture, textiles etc) but since COVID- there has been a move to digital business and eCommerce and the government is encouraging the adoption of industry 4.0.

Setting Up a Business in Cambodia

There are several things to keep in mind from a legal, financial and procedural point of view when setting up a business in Cambodia The information below provides an outline but always keep track of updates and seek advice from a professional company if you are unsure as regulations and Prakas (laws and announcements) occur regularly.

  • Cambodia boasts a relatively simple tax system offering several incentives, especially in select industries and those operating from a Special Economic Zone.
  • Companies can be 100% foreign-owned.
  • Cambodia has trade agreements with several countries and regions and as of 2021 is part of the RCEP agreement.
  • A large, affordable workforce is increasing in education and skill set.
  • There is a dual US and KH riel currency – US Dollar is widely accepted in the Kingdom for business and digital payments and fintech is constantly improving. 
  • Relatively easy for businesses to move money in and out of Cambodia.
  • A hub for foreign businesses located in the heart of the ASEAN Economic Community (AEC).
  • The systems for registering a new business in Cambodia have mostly moved online since 2020 using the Single Window Service but the process can still be facilitated with an official agent – The company must be registered through the Online Registration Services under the Ministry of Economy and Finance (MEF) Cambodia Data Exchange (CamDX) system.
  • The fee for reserving the company name is KHR40,000 online (USD $10).
  • Previously, a valid visa, work permit and a bank account with a minimum balance of USD$1,000 (4 million riel) were required (this is no longer the case)
  • Sometimes a  police report from your home country identifies you as a person(s) of good standing with no history of criminal activity.
  • To register a company in Cambodia the name must also be registered with the MoC (Ministry of Commerce), General Department of Taxation, and Ministry of Labor.
  • It’s essential to register with the Ministry of Commerce to receive the company’s constitutive documents—which include the certificate of incorporation, the Articles of Association, and the business license. The process can now be carried out online here.
  • Within 15 calendar days of having registered with the MOC, the new enterprise must register with the GDT. At the GDT, you will obtain the tax patent and the VAT certificate of the new company.
  • Finally, all enterprises must pay a visit to the Ministry of Labour and Vocational Training (MLVT), which registers the company under the Labour Law, provides workbooks for Khmer employees and work permits and employment cards for foreign workers. If the new company has more than eight employees, they must also be registered under the National Social Security Fund.

For more information, read our latest article on the incorporation of a company and on ‘How to use the Cambodia Online Business Registration System?

  • Research conducted in 2017 by the World Bank in conjunction with the International Finance Corporation revealed it takes an average of 99 days to go through the nine procedures required to incorporate and register a new firm in Cambodia, and costs on average $615. 
  • With the change to the online One Window Business process started in 2020, the process should take a maximum of 8 working days.
  • The process can go very smoothly if you’re well prepared and have the correct documentation ready.
  • The online business registration portal and digital service was made available at registrationservices.gov.kh and is operable since June 15th 2020.
  • The Royal Government of Cambodia issued a Sub-Decree on the Online Business Registration System on the 10th of June 2020.
  • By the start of 2022, it’s possible to register your business with the Ministry of Commerce, General Department of Taxation, Ministry of Labour and Vocational Training and Council for the Development of Cambodia via our platform. Other relevant ministries/institutions will be added at a later date.
  • Newly established businesses in Cambodia need to obtain the necessary licences in order to operate in the Kingdom.
  • Licences are issued by the relevant ministry. For example, a publishing company would need a licence from the Cambodian Ministry of Information; while a business aimed at tourists would need to apply to the Cambodian Ministry of Tourism.
  • Licences are renewed annually.
  • The Cambodian Ministry of Labour must also be contacted and given a Declaration of the Opening of Business before operations start or within the first 30 days of operation if the business has less than eight employees.
  • Keep in mind that generally, there are four types of business options available to foreign entrepreneurs and investors in Cambodia: Private limited company, Representative office, Foreign branch office, Subsidiary.

Cambodian Company Registration

  • Although the online application process has improved how you can register a company in Cambodia, it might still be necessary to use a knowledgeable local agent as an intermediary in the process as ideally they can speak Khmer and will have a prior relationship with the particular Cambodian Government department.
  • Remember payment of “facilitation fees” to shorten the timeframe of registration, while for many years regarded as common practice, is now a contravention of Cambodian law.
  • New enterprise owners are best recommended to seek expert advisory services.
  • It is your responsibility, as a business owner, to obtain the correct licences from the correct ministries for your type of business.
  • Keep in mind there are 26 ministries in the Royal Government of Cambodia, which collectively regulate a broad range of industry sectors and other activities.
  • Prices for a Cambodian business license vary considerably and are generally renewed annually.
  • Failures to obtain correct licences, or renew current licences, can result in fines or the business being closed.
  • If you wish to expand your company’s activities into new areas, you must obtain the correct licences for any expansion from the correct ministries. The identical processes are necessary for any business expansion or modification.
  • If in doubt, seek expert advisory services.

Cambodia Business Start-up Top Tips

B2B Cambodia’s network of experienced experts share what they have learnt about setting up a business in Cambodia and how to succeed.

  • Take time to build strong relationships with all your business partners (suppliers, distributors, partners, officials etc) based on trust and mutual understanding before undertaking any substantive business start-up in Cambodia.
  • Recognise those who seek long-term business prospects and those seeking only to use you for a “quick buck”.
  • Find entrepreneurs with appropriate industry experience, but ensure they share your future vision.
  • Attend the many networking events that the business chambers, embassies,  and other organisations hold on a regular basis to network.
  • It’s a good idea to spend some time visiting or living in Cambodia before making any major investment decisions.
  • Carry out feasibility and market entry studies ahead of setting up in Cambodia.
  • Despite the fact that Cambodia joined the ranks of lower-middle-income countries in 2016, you need to keep in mind that the country remains an emerging market and may behave differently to more established markets.
  • Make the effort to understand not only the market but also the culture and people – don’t make assumptions about how you think things may work in the professional and social environments in Cambodia. 
  • Understand the local laws and how impactful the many holidays in the Kingdom could be for your business, as well as the “unwritten rules” to conducting business in Cambodia.
  • Foreign investors should not just be looking to make a “quick buck” in Cambodia.
  • Your businesses commitment to the country will, in turn, help sustain your business.
  • Bring employment opportunities for Cambodians and offer training and development pathways if possible.
  • Demonstrate the benefits you are able to bring and the Cambodian Government will welcome your investment as a Qualified Investment Project (QIP).
  • The country is transitioning to a digital economy in addition to supporting traditional sectors, so keep abreast of the changes to the types of businesses in-demand – online marketplaces, apps, fintech and digital payments are all more commonplace by the start of 2022.

Cambodian Visas & Work Permits

If you want to work or set up a business in Cambodia, one of the first things you will need is a valid visa and a work permit. Please note that since the pandemic in 2020, the visa situation has been fluid so it’s best to check with the relevant ministries and embassies on what is required.

  • The regular E-type visa has been split into several subtypes, including the EB visa, the most common type of visa which allows you to work in Cambodia. Usually, it can be purchased upon entry to Cambodia for $35 but is valid for only one month but during the pandemic, the rules have changed and may be purchased from a Cambodian embassy overseas or online.
  • Once you’re in the country, this can be renewed indefinitely on a 3, 6 or 12 monthly basis (most local travel agencies can arrange this). Keep in mind that Cambodian visas shorter than half a year are single entry.
  • A one-month EB extension costs around $50, three months is $80, six months is $160, and one year is $290 when purchased through an agent (these prices may have changed due to the COVID-19 pandemic).
  • The Cambodia Visa and Work Permit Group is a free-to-join Facebook group that has excellent up to date information on the visa situation, especially in light of the ongoing changes during the COVID-19 pandemic. We also suggest you contact your nearest embassy or the Cambodian embassy for clarification.
  • In August 2017, officials at the Department of Immigration confirmed that it will become compulsory for all foreigners to obtain an official work permit/employment card to be eligible to apply for a long-term extension to their EB visa (e.g. six months and one year).
  • Work permits are issued by the Cambodian Ministry of Labour and are valid for one year.
  • An online system (fwcms.mlvt.gov.kh) was established in September 2016 to aid in registering for work permits.
  • Work permit/employment cards, which are two separate documents but can be applied for at the same time and considered as one application. Applicants must have also undertaken a straightforward health check at the Ministry, or an agent can be used to acquire your health certificate without going to the Ministry.
  • The official period for renewal of a work permit/employment card is between January and March each year.
  • Companies must submit their Foreign Worker Quota Requests to the Ministry of Labour between September and November each year.
  • The online system received substantial criticism when it launched – especially from foreigners frustrated with having their applications refused. Many of these are either self-employed or freelancing, although it is technically possible to successfully obtain a work permit/employment card for these types of workers.
  • Individuals can get help with the application process from agents, who charge a fee per application that varies on a case-by-case basis.
  • The obligation is on the employer in Cambodia to register employees, assist in arranging work permits and even withhold and pay their own income taxes.
  • The same is essentially true for contracts with freelancers or consultants.

Cambodian Business Classifications

There are various Business Classifications available in Cambodia here we help you understand how to classify your business. From Sole Proprietorship to Partnerships, Representative offices, Branch offices and a Subsidiary.

  • In total, there are nine types of business you can register in Cambodia:
  • The business entities in Cambodia are: Sole proprietorship, Partnership (General partnership, Limited partnership), Limited liability company (Private limited liability company, Single-member private limited company, Public limited company), Foreign business entities (Representative office, Branch office, Subsidiary).
  • If you want to own and operate all of the assets of the business, a Sole proprietorship is right for you.
  • As a sole proprietor, you take the entirety of any profits but are also liable for any losses and debts.
  • This is a popular option for many small owner-operated businesses (restaurants and bars for example).
  • Cambodian based partnerships have two possible options for official classification: The General Partnership and the Limited Partnership.
  • A General Partnership is similar to a sole proprietorship, but your business involves two or more people combining their efforts and/or assets.
  • You and your partners carry the same legal liabilities when it comes to debts and obligations.
  • Partnerships are a popular type of business entity for professionals such as doctors.
  • A Limited Partnership, on the other hand, means that one or more of the partners in your business merely contribute capital to the business while the other partners retain the general designation.
  • By becoming a limited partner you are liable only to the extent of the capital you have contributed.
  • If you are seeking to have, or to be, a silent partner, then a limited partnership may be the most appropriate option for you.
  • A Limited Liability Company offers limited liability for you and your shareholders. 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 Private Limited Company, Single Member Limited Company, and Public Limited Company.
  • A Private Limited Company is a form of a limited company that may have from 2 to 30 shareholders.
  • When a Private Limited Company is established by one person, it is known as a “Single Member Limited Company.”
  • A Public Limited Company (PLC) is possible since the Cambodian Stock Exchange has been 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.
  • Foreign Companies have three possible options for official classification: a Subsidiary, a Branch Office, or a Representative Office:
  • The subsidiary is possible only if your business is a limited and locally incorporated company with at least 51% of the shares held by the foreign parent company.
  • A Branch Office is possible if your business is an extension of the parent company thus maintaining liability with the parent company.
  • A Branch Office may conduct business activities in Cambodia in the sectors in which it is registered.
  • A Representative Office, on the other hand, offers you a more tentative step into the Cambodian market, allowing investors to test the waters before committing fully.
  • A Representative Office is not allowed to buy and sell goods or offer paid services to customers in Cambodia.
  • It can, however, gather information for the parent company and enter into contracts on its behalf; and source but not purchase local goods and services.

Cambodian Tax Registration & Obligations

Find out what taxes your Cambodian business will need to pay and how to pay them. There are four classifications of taxpayers in Cambodia: General, Small, Medium, and Large taxpayers.

A number of specialist tax firms and business chambers in Cambodia run regular workshops and seminars (face to face, and online) to run through changes in the tax systems.

  • The registration can be done at the Tax Administration or via e-registration on the General Department of Taxation’s (GDT) website. The registration fee is 400,000 Khmer riel ($100) for real regime taxpayers and 20,000 Khmer riel ($5) for estimated regime taxpayers.
  • When registering for the TIN, the company must also pay an annual business registration tax, known as a Patent Tax, for its first year of operation, though the figure is reduced if the business is registered after July 1.
  • If a business is planning to engage in multiple activities, individual taxes are due on each separate business activity, as well as for each of the company’s locations.
  • The Law on Financial Management 2016, promulgated on December 17, 2015, abolished Cambodia’s former two-tier tax system, dropping the more informal Estimated Regime. As such, the country is left with a unified, one-regime system that will widen the taxpayer base, with all enterprises obliged to be registered under it.
  • Businesses have 15 days after registering with the MoC to also register with the Department of Taxation to receive a Taxpayer Identification Number (TIN) and to register to pay Value Added Tax (VAT).
  • Businesses must register with the General Department of Taxation (GDT) to receive a taxpayer’s identification number (TIN), or via the CamDX online registration system.
  • Once registered, the GDT will issue a taxpayer identification number and receive a taxpayer identification card, VAT certificate and patent tax certificate.
  • The corporate income tax rates in Cambodia range from 0% to 30%.
  • Taxpayers under the self-assessment regime shall be classified as small, medium and large taxpayers accordingly to their legal form, annual turnover, business sector, or value of the asset as summarised in by Prakas no. 009 on Classification of Taxpayers issued by the Ministry of Economy and Finance dated 12 January 2021.
  • Various taxes could also be payable such as Corporate income tax, Value-added tax (VAT) or the new digital service tax (VAT) on international tech companies (issued as sub-decree 65).
  • e-Tax Services via the GDT’s online services allows some taxpayers to scan and pay taxes online.
  • For more information on doing business in Cambodia according to the World Bank, click here.
  • Value-added tax (VAT): Any VAT invoiced by your company during the taxable period (typically 10% of net invoice value) is payable to the tax department, net of any VAT paid by the company to its suppliers during the same period.
  • Prepayment of Profit Tax: An amount equal to 1% of turnover is payable. Any such tax paid is deducted from your company’s profit tax bill at the end of the year.
  • Withholding Tax: As a taxpayer, you are required to withhold tax from payments made for services purchased from non real-regime entities, and in certain other circumstances. The amount to be withheld varies according to your particular situation, and can be as much as 15% for consulting or management service.
  • Tax on Salary: Your company must pay taxes on any salaries paid to resident employees. Tax rates vary from 0-20% – with the top band coming into effect at a monthly salary of KHR 12.5m (approximately US$3,125). Non-resident employees are taxed at 20% of any salary sourced in Cambodia, and fringe benefits are also taxable at 20%.
  • Tax on Profit: This is the debt of a resident taxpayer on income from Cambodian sources as well as from foreign sources. Audits may occur anytime within a three-year period of the submission of monthly or annual tax returns.
  • By law, if a Cambodian based company fulfils two or more of the following three criteria, they must have their financial statements audited by a registered external auditor. This must be completed within six months after the end of the financial year.
  • The first prerequisite is if the revenue of that business is more than 4 billion riel (USD $977,000) annually; Secondly, if the value of total assets of the business is more than 3 billion riel (USD $733,000); And, thirdly, if the company employs more than 100 members of staff.
  • Non-profit organizations will also need to be audited if they meet the following criteria: (1) Have annual expenses of more than 2 billion riel (USD $489,000); and (2) Have more than 20 employees.
  • On July 10, 2020, Cambodia’s Ministry of Finance and Economy issued Ministerial Order 563 (MO 563), outlined business entities that must be independently audited; public companies, companies with public accountabilities (businesses that have debt instruments), and ‘investment projects’, are obligated to be independently audited for each financial period.
  • A number of services are also available via acar.gov.kh (Accounting and Auditing Regulator).
  • There are three types of audit in Cambodia: a desk audit; a limited audit; and a comprehensive audit.
  • Desk audits re-examine information already submitted to the General Department of Taxation (GDT) and are conducted by a tax officer at the tax department office (not necessarily a site visit).
  • Limited audits are more in-depth than desk audits, with the option of tax auditors going to the company’s premises to examine additional documents including Value-Added Tax (VAT) refunds but excluding income tax.
  • Comprehensive audits are more thorough than the other two types and are conducted at the taxpayer’s business premises – these may uncover potential tax exposures through examination of any area of the business.
  • Desk audits and limited audits are carried out by the local Khan (district) branch of the GDT.
  • If the business is classified as a “Large Taxpayer” both desk audits and limited audits are carried out by the Department of Large Taxpayers (DLT).
  • Large taxpayers include Qualified Investment Projects, branches of foreign enterprises or multi-national companies, and any other enterprise with large annual turnover.
  • All comprehensive audits are carried out by the Department of Enterprise Audit (DEA).
  • If taxes have been underpaid, a notice of tax reassessment is issued outlining the outstanding sum, plus a penalty of up to 40 per cent on the owed sum and interest of two per cent per month.
  • Businesses have 30 days to appeal and provide evidence for the tax authority to evaluate.
  • Remember for a non-resident taxpayer, this tax is assessed on income from Cambodian sources only.
  • The profit tax is payable annually and is imposed at a rate of 20% in most circumstances, though the tax rate varies for certain industries such as oil and mineral exploration and insurance.
  • Full details of tax liabilities can be found on the website of the Cambodian General Department of Taxation by visiting tax.gov.kh.
  • Any concerns you may have over taxation can be offset through the use of a trained accountant and strict adherence to the law.

Franchises in Cambodia

Do you have a Franchise you would like to introduce to Cambodia? The number of franchises has risen rapidly and many regional and international franchises continue to enter the Cambodia market, especially as the urban areas continue to develop and new malls (urban and megamalls) are added to the major cities such as Phnom Penh, Sihanoukville, and Siem Reap.

  • The first food franchise in Cambodia, operating in Phnom Penh, was Thailand-based The Pizza Company. Launched in 2005 by EFG (Express Foods Group), they have also introduced Swensen’s, BBQ Chicken, Dairy Queen and Costa Coffee, The Pizza Company; The Coffee Club; BarBQ Plaza; Krispy Kreme; Texas Chicken, and others.
  • In 2016, electronics and gadgets seller, T-Shop, became the first Cambodian business to offer franchise options.
  • A number of American and other international brands have entered the Cambodian market, including; Burger King, Carl’s Jr., Circle K, Cold Stone Creamery, Domino’s Pizza, L’Occitane, Levi’s, Lotteria, Pandora, Starbucks, Habit Burger Grill, Papa John’s Pizza, Pizza Hut, 7-Eleven and more. 
  • H&M have confirmed their first outlet will likely open in Cambodia in 2022.
  • By 2022, Cambodia does not have any comprehensive franchise laws; these are being worked on by the MoC. There is a Prakas 036 issued on 13 January 2020, by the Department of Intellectual Property Rights under the Ministry of Commerce on the procedure of Recordal of License and Franchise Agreement.
  • Stay up to date on the Trademark Law, Copyright, Competition and Intellectual Property Laws which are being reviewed and updated in Cambodia.
  • In December 2021, the Ministry of Commerce’s National Committee for Intellectual Property Management entered into an MOU with the World Intellectual Property Organisation (WIPO).
  • Cambodia claims it has a number of basic IP-related laws, including legislation on dishonest competition control, new crop protection, geographical indication (GI) and other trademarks, patents, industrial designs, copyrights and related rights.
  • Cambodia became the 180th contracting party to the Berne Convention for the Protection of Literary and Artistic Works, which is set to enter into force on March 9, 2022.
  • A law to protect trade secrets and other confidential information, was underway by 2022.
  • As an emerging market that is home to a growing population with increasing expendable income, Cambodia is quickly becoming an attractive destination for franchise businesses.
  • International brands enter Cambodia and encounter a local market demonstrating an automatic assumption of quality and affinity toward their products.
  • The benefits for new franchisers are that franchises typically come with a well-documented guide to operations, together with training from the franchising company, enabling the business to perform at international standards of quality and service almost immediately after opening.
  • The franchising company may also provide support in areas such as management of accounts, sales, advertising and so forth.
  • There are dozens of franchises in the Kingdom of Cambodia – by mid-2021 there were an estimated 130 active franchises in the country.
  • Some well-known international brands include Starbucks, KFC, Gloria Jean’s Coffee, Spinelli, Burger King, Mazda, BMW, Rolls Royce, Domino’s Pizza and the Hard Rock Cafe.
  • You’re best to come prepared with a well-documented guide to operations, together with training from the franchising company; that way, the business can perform at international standards of quality and service in Cambodia.
  • As a franchisor, you may also provide support in areas such as management of accounts, sales, advertising and so forth.
  • It is also possible to sub-franchise or create a joint venture in Cambodia.
  • Franchise agreements fall under the purview of the Ministry of Commerce and are covered by the law concerning Marks, Trade Names and Acts of Unfair Competition and the ministry’s Department of Intellectual Property.
  • The Cambodian Business and Franchise Association was formed in 2019 “to support the implementation of innovative productivity, the promotion of small and medium enterprises and entrepreneurship through franchising and matching franchisors to franchisees.”

Closing a Business in Cambodia

If you decide to close a business in Cambodia, there are a few things you had better keep in mind.

  • If you don’t declare bankruptcy or the business is never formally dissolved, you will leave behind a legal entity, a “ghost company” that can be sued even though there might not be any remaining assets.
  • It is not recommended you shut up your business and just leave Cambodia without going through the correct dissolution process.
  • The MoC states companies must declare themselves bankrupt or formally dissolve; otherwise, you may face legal action and hefty fines.
  • To close your business in Cambodia, first, send a letter to the Cambodian Department of Taxation declaring your intent to close and File a Notice of Intention to Liquidate/Dissolve with MoC. Within two months, an auditor will address outstanding taxes.
  • A certificate of closure is then issued, which must be taken to the MoC, which then issues a Certificate of Closure.
  • As with registering a business, the process for dissolving a company can now also be done online. For more information, click here.
  • There are two steps you must complete. First, send a letter informing the Tax Department that the business is planning to close. Within 1 – 2 months, an auditor is sent to the company and this is when any pending tax issues will be addressed. Once the Tax Department has approved the first step by issuing a certificate, the company must formally close the business down at the Ministry of Commerce, and then they will receive a Certificate of Closure.

As with registering a business, the process for dissolving a company can now also be done online. For more information, click here.

  • A company can face court supervision of the liquidation if it does not properly satisfy all its obligations.
  • These include paying employee salaries, outstanding debts and due taxes.
  • The legal entity continues to exist until the date shown on a certificate of dissolution, issued by the MoC.
  • In addition, an official audit by the Department of Taxation is often necessary.

Special Economic Zones (SEZ) in Cambodia

What exactly are Special Economic Zones and how can they make business easy in Cambodia?

  • In short: SEZ in Cambodia are self-contained, fully serviced areas possessing special economic regulations.
  • The Cambodian government created and formally introduced SEZs in 2005.
  • In 2020, there are 54 active SEZs in Cambodia operating under the authority of the Cambodia Special Economic Zone Board. These employ a combined 130,000 people and have over 450 factories operating in them.
  • SEZ regulations are generally market-oriented and conducive to foreign direct investment.
  • SEZs offer facilities such as roads, power generation and distribution, water supply, sanitation and sewage systems, telecom networks and so forth.
  • Each zone contains a production and service area and may also include a residential area for workers.
  • Firms located in SEZs benefit from Qualified Investment Project (QIP) status. QIP grants new investors both within and outside SEZs a number of investment and tax incentives, however, these do not apply to investment expansion.
  • SEZs in Cambodia offer a one-stop service for imports and exports, with government officials stationed on-site to provide administrative services.
  • Applications to establish factories are dealt with on-site, as are clearances, permits and authorisations.

More details can be found at cambodiainvestment.gov.kh

  • In 1994, the Government passed the Law on Foreign Investment in the Kingdom of Cambodia with the aim of streamlining the foreign investment regime and providing generous concessions and incentives for such investment.
  • The law also established the Council for the Development of Cambodia (CDC) and made it the highest decision-making level of the government for private and public sector investment.
  • The CDC has two operational arms: the Cambodian Investment Board (CIB) and the Cambodian Special Economic Zone Board (CSEZB), which together act as’ ‘one-stop service mechanisms’ to evaluate and approve applications for Qualifying Investment Projects.
  • The CIB deals with investment projects outside of special economic zones (SEZs) and the CSEZB takes charge of projects within the SEZs themselves.

Qualifying Investment Projects: Cambodia

Here’s how to get the official go-ahead for your investment plans and projects with the QIP from the Council of the Development of Cambodia.

As always, we suggest you with a local-based specialist company to check the latest on the steps required and any changes to the QIP in Cambodia.

  • The Ministry of Commerce (MoC) and the Council of the Development of Cambodia (CDC) are collectively responsible for overseeing foreign direct investment (FDI) and business development in the country.
  • To be admitted as a QIP, the investor has to register the investment project with the Council for the Development of Cambodia (CDC) or Provincial-Municipal Investment Sub-Committee (PMIS) and receive a Final Registration Certificate (FRC).
  • FDI projects eligible for business incentives are known as Qualified Investment Projects (QIPs).
  • The breakdown of information for what qualifies as QIP in Cambodia is available here.
  • Though very large projects with investment capital over $50 million or those involving the exploration and exploitation of mineral and natural resources will also require approval from the Council of Ministers.
  • Certain other kinds of projects will also need to gain approval.
  • QIPs fall into four main categories: contracts, transfers, ownership, and state management.
  • Within these four categories, various separate “schemes” are possible including Build, Operate & Transfer (BOT), Build, Lease & Transfer (BLT), Build, Own, Operate & Transfer (BOOT), and Build, Own & Operate (BOO).
  • To qualify as a QIP, your project must first obtain a Conditional Registration Certificate (CRC), after which a Final Registration Certificate (FRC) will be issued.
  • The CRC should be issued within three days of receipt of the proposal (if the initial decision of the CDC is favourable).
  • The CDC then has a further 28 days to obtain the required approvals, authorisations, licenses, permits and registrations on behalf of the investor, and issue the FRC.
  • As indicated earlier, only projects over a certain size can apply for QIP incentives, though very large projects with investment capital over $50 million, or those involving the exploration and exploitation of mineral and natural resources, will also require approval from the Council of Ministers.
  • Certain other kinds of projects will also need to gain approval.
  • In terms of incentives, QIPs can select between a profit-tax exemption (eliminating any tax on profit for a specific number of years) or a depreciation allowance of 40 percent on the value of the properties used in the production or processing.
  • With certain exceptions, imported production equipment and construction materials are tax-exempt, as are goods manufactured for export.
  • “Amended Law on Investment” governs all QIPs and defines the procedures by which any person establishes a QIP. 
  • The investment incentives are granted automatically to a QIP.



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