Start a business

1-Deposit the legally required initial capital in a bank and obtain deposit evidence. 

Initial capital of KHR 4 million must be paid in before registration at any authorized bank in Cambodia. The bank must provide a bank statement certifying the deposit. There is no time limit for the firm to pay the entire amount. 

2- Check the uniqueness of the company name 

The uniqueness of the company name is usually researched at the Department of Business Registration of the Ministry of Commerce. 

3- Have an abstract of the company organization documents (bylaws, memorandum, and articles of association) published in a recognized public newspaper 

A director, a shareholder, or a proxy with mandate shall prepare an application for publication in a state-recognized newspaper, which includes the following: 

- Company name (and abbreviation, if any).

- Company form.

- Summary of business objectives.

- Company term. 

- Total capital in cash. 

- Director(s) full name, occupation, nationality, and address. 

- Location of company to be registered.

The confirmed approval of the newspaper announcement and application document shall be kept on file (at least three copies) for registration. 

4- Incorporate the company with the Commercial Register, maintained at the Office of the Clerk of the Commercial Court 

The memorandum and articles of association shall be prepared based on the company form and consistent with applicable law, regulations, and the standards set for such documents by the Ministry of Commerce. These documents shall be submitted in triplicate with original copies, as required (one copy each filed at the Commercial Court, the company’s registered office, and the Ministry’s Legal Affairs Division).

The memorandum and articles of association must include the following information:

- Company name.

- Corporate form.

- Business objectives.

- Company duration.

- Registered office.

- Stated capital in Khmer currency and shareholding.

- Name, address, and nationality of shareholders and director.

- Transfer and shares transfer.

- Accounts.

- Dissolution of company.

- Change of company legal form.

- Announcement of company establishment.

The following documents must be presented to the Ministry’s Registrar in the specified quantity:

- Registration forms for registration (model): three sets.

- Copy of identity card or passport of each company member: three sets.

- Photo (4” x 6”) of each company member: three sets.

- Reference letter from a particular bank, clarifying the minimum capital KHR 4,000,000: one original.

- Articles of incorporation: three sets.

- Application for newspaper announcement: three sets.

- Declaration of nonguilt of directors: three sets.

In 2006 the Ministry streamlined registration application requirements by eliminating the need for a statement of conformity and local government approvals. 

The Ministry publishes the company formation notice in the Official Gazette. During the transitional period in which the Kingdom has no Commercial Court, the organization and maintenance of the Commercial Register and the governance of the capacity to conduct commerce, as provided by law, is entrusted to the Ministry of Commerce. All commercial matters are under the jurisdiction of the ordinary courts and ministry officials. 

The time for commercial registration may vary. 

5- Make a company seal 

The Ministry of Commerce issues a seal to the company together with the registration certificate. 

6- Have registration documents stamped and approved by Phnom Penh Tax Department 

Approved company registration documents from the Ministry of Commerce must be stamped and approved by the Phnom Penh Tax Branch before going to the Real Regime Tax Office for VAT and patent registration. A copy of the lease agreement also must be provided to that branch. 

7- Register the company for VAT and patent at the Real Regime Tax Office 

A tax registration form and related document must be completed with the assistance of the Real Regime Tax personnel, and copies of commercial registration documents must be provided. 

8- Notify the Ministry of Labor of the start of operations and hiring of employees 

All businesses must submit a written declaration to Ministry of Labor before their actual opening. All employers must submit a written declaration to the Ministry of Labor when hiring or dismissing an employee, within 15 days of the date of hiring or termination at the latest. In addition, each enterprise with at least eight employees must have established internal regulations that adapt such general provisions of the labor code as conditions of hiring and calculation and payment of wages and perquisites, including in-kind benefits, work hours, health and safety measures, and personal leave, including holidays. The internal regulations must be filed within 3 months of firm opening. All establishments must maintain a payroll ledger, a declaration of personnel, a book of establishment, and labor regulations (in Khmer version). As required by law, local employees shall be provided with a “labor book” upon completing a physical examination at the Labor Health Center (KHR 10,000 for each employee, which is usually covered by the employer). 

The procedure cost covers five processes (a) Announcing the opening of a new company and registering it with the Ministry of Labor; (b) declaring of staff (updated as necessary); (c) developing internal regulations; (d) obtaining the payroll ledger and book (record) of establishment; (e) electing staff delegates; (f) filing employment contracts; (g) obtaining employee handbooks and work permits for foreign employees; (h) registering with the National Social Security Fund ("NSSF"); (i) paying contributions for staff to the NSSF and obtaining occupational risk insurance cards. 

9- Receive inspection from Labor Inspector