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Cambodia has a favorable investment environment in Southeast Asia. The topic of incorporating a company in Cambodia is receiving increasing attention nowadays because of the investment incentives granted to a Qualified Investment Project, easy foreign currency remittances and competitive tax rates.
To form a business in Cambodia, there are three main phases that investors have to go through, including pre-incorporation, incorporation and post-incorporation. These phases will be discussed in detail in this article.
Step 1: Pre-Incorporation procedure
Investment registration
According to Law on Investment, any person who wishes to implement Investment Projects (refers to a Qualified Investment Project, an Expanded Qualified Investment Project or a Guaranteed Investment Project must go through an investment registration process with the The Council for the Development of Cambodia (CDC) or the Provincial/Municipal Investment Sub-Committee (PMIS) in order to be eligible for investment incentives. The Investment Project Application may be made through information technology platforms.
In accordance with the criteria outlined in the Investment Law, the CDC evaluates investment applications and offers concessions to investors and investment projects. Before or after incorporation or registration with the MoC, the investor may apply for investment registration.
The CDC or PMIS must receive an investment proposal together with a one-time application fee (KHR 15 million). Once you submit an Investment Proposal to the CDC, the result shall be in after 3 working days.
If your proposal is approved, you will receive a Conditional Registration Certificate in response and a Final Registration Certificate 20 (twenty) working days later. The whole process will take you 31 days if you successfully submit an Investment Proposal to the CDC.
If, on the other hand, the response is a Letter of Non-Compliance, you have unfortunately failed to register investment and must re-submit the proposal once the shortcomings are addressed. Your investment proposal may have fallen into one of these categories: (i) the investment proposal does not contain all the required information; (ii) the investment proposal falls under the Negative List or (iii) the proposed investment is merely an extension or expansion of a previous or current QIP.
Step 2: Incorporation procedures
Open a bank account and deposit at least 25% of registered capital
The required initial capital must be deposited in a business bank account in Cambodia. You will receive documentation of this deposit from the bank, which you should maintain and present to Cambodian authorities during the incorporation procedure.
Reserve a business name and get approval of name from Business Registration Department of MoC (BRD)
First, decide what kind of business you are in, then begin to reserve a name from online services. The proposed name is to be filled in both Khmer and English along with the entity type, partnership type, and company type on the reserve name page.
When you pay for your name reservation application, the name is considered "reserved" until the official reviews it internally. No other person may use the same name on a new name reservation application during this time.
Once the name reservation application is approved, the name is reserved for 3 months before expiring. You can make the second payment to extend your reserved name for an additional three months if you wish to do so.
Submit registration documents online
For Certificate of Incorporation (business registration), you can register your certificate through the following link: www.registrationservices.gov.kh or you can go to the Department of Business Registration/Provincial Department of Commerce to assist you in business registration. Online business registration requires you to complete the necessary forms, pay the relevant registration cost, and submit your application to the official in charge of business registration. The company will be promptly incorporated and a certificate of incorporation will be issued upon approval of the application.
The documents required varies based on different types of businesses; however, these are some of the mandatory documents that must be uploaded when registered with the Ministry of Commerce:
- Land title or lease agreement of the enterprise’s location
- Current photo of no longer than three months of director, shareholder (if the shareholder is a physical person) and/or representative (if the shareholder is a legal entity) with white background
- National identification card or passport of director, shareholder (if the shareholder is a physical person) and/or representative (if the shareholder is a legal entity)
- Articles of incorporation in both English and Khmer
- Reference document (can be a letter specifying an already-existing company’s permission to use a similar company name, special licenses and related documents)
- Authorization letter if the one who fills out the application is your representative
After your application is successfully reviewed and approved, you will receive a notification email to extract an electronic certificate, which contains an electronic stamp, QR code and signature.
Make a company seal
You will obtain a company seal and a certification of registration once you have received the Ministry of Commerce's approval. If everything goes according to plan, the company seal and registration certificate will be issued on average one business day after approval.
Have registration documents stamped and approved (including the Memorandum and Articles of Association and the Certificate of Incorporation)
The business and its operations are outlined in the Memorandum and Articles of Association and the Certificate of Incorporation, which must adhere to the requirements set by the Ministry of Commerce. The following details should be included in these documents: (i) a description of the company structure; (ii) the title of your business; (iii) the objectives of your company; (iii) how long the company will be open for business; (iv) information about the registered office; (v) address, nationality, and complete name of each shareholder and director; (vi) the capital and shares of the corporation are expressed in Cambodian riel.
Step 3: Post-incorporation procedures
Register for TIN, Patent Tax, and VAT Tax
After registering with the MoC, businesses have 15 days to register with the Department of Taxation as well in order to obtain a Taxpayer Identification Number (TIN) and register to pay Value Added Tax (VAT).
The registration can be completed online through the General Department of Taxation's (GDT) website or in person at the Tax Administration. The business must pay an annual business registration tax, often known as a patent tax, for its first year of operation in addition to registering for the TIN.
Notify the Ministry of Labor of enterprise opening, hiring of employees, payroll ledger, declaration of personnel
All businesses are required to file a written declaration to the Ministry of Labor and Vocational Training prior to beginning company activities.
Companies with at least eight employees are required to have internal policies that adapt the general requirements of the labor law, including hiring requirements, wage payment, benefits, work hours, health and safety precautions, and personal leave policies. After the company is incorporated, the internal regulations must be submitted within three months.
Submit Company original Statutes and capital deposit evidence at the Business Registry
Within 30 days of the day a business registration certificate is issued, the company must submit two copies of the original form of its statute together with a statement of bank account to the Department of Business Registration.
The Ministry of Commerce reserves the power to deny the company's registration and completely remove it from its database within this time if the Department of Business Registration does not receive the original copy of the statute from the applicant.
Create and submit company bank account via the system
For you to have a properly-setup company, you are required to have a company’s bank account. Your personal bank account that has been renamed to the company name is not counted as a company bank account. Each bank has its own policy and criteria, so contacting the bank whose service you would like to use and asking for the details and required documents could be helpful. Upon the completion of the opening of your company account, you are obliged to update your bank account details into the Online Business Registration Platform within 15 working days after the approval date of the General Department of Taxation on your application.
File Annual Declaration in the online business registration
The MoC receives the Annual Declaration of Commercial Enterprise annually as of the date of online re-registration for each year. It is now possible to confirm the company's current directors, shareholders, and capital on the MOC website.
Conclusion
Company incorporating requires investors to go through different legal procedures. This may be challenging for not only new-comers, but also seasoned investors. Yet, to avoid legal non-compliance that leads to unexpected failures, advice should be sought from top-notch experts with the right local expertise. Viettonkin is one of the leading professional firms with more than 12-year experience in diverse industries and majors. Our team of well-informed professionals in Vietnamese markets and legal systems are capable of assisting you navigate through the process of establishing a new business in Vietnam. With us by your sides, you can focus on what really matters to you. Let us be your trustworthy partner!
