Cambodia Incorporation: Steps to Open Business

Open Business in Cambodia: Ultimate Guide

• Before you choose to open business in Cambodia, Tetra Consultants advises you to read through the following comprehensive guide to fully understand the steps essential for successful Cambodia company incorporation. Requirements and regulations are stated clearly to help you fully understand the process of Cambodia company registration.
• As a summary, you can expect to own your newly established Cambodia-based company within 6 weeks, depending on the type of entity established upon submission of the required due diligence documents. On average, a Special Economic Zone Corporation takes 2 months to establish due to the long process to attain a QIP approval. Our team of professionals will advise and ensure an accurate, seamless process.
• Contact us to find out more about how to open business in Cambodia. Our team of experts will revert within the next 24 hours.

Simply put, we can break down each engagement into four different phases:

1. Planning and Strategy
2. Incorporation
3. Corporate Bank account opening
4. Staying compliance

Step 1: Planning and Strategy

• Tetra Consultants will assist you to open business in Cambodia by adhering to the following steps below.
• Tetra Consultants will provide recommendations on the suitable type of entity catering to your business objectives and activities. Prior to the start of the engagement, Tetra Consultants will advise on the optimum paid-up share capital, regulatory requirements and whether there is a need for licenses for the intended business activity.
• Once confirmed, Tetra Consultants reserves your preferred business trade name with the Ministry of Commerce’s Business Registration Department.
• Before Tetra Consultants incorporate Cambodia company, we will provide you with a company secretary, a local registered office and local resident public officer. The Public Officer serves as your representative to submit accurate financial statements and corporate tax returns.
• The Law on Commercial Rules and Commercial Register (LCRCR), Law on Amendment of the law on Commercial Rules and Commercial Register (LACRCR) and Law on Commercial Enterprises (LCE) governs Cambodia’s incorporation procedure. The set of abovementioned laws provide foreign investors with a comprehensive framework to establish and operate various types of business entities in Cambodia.

Step 2: Incorporation

• Once you are clear on how to open business in Cambodia, Tetra Consultants will proceed to incorporate your Cambodia company.

Paid-up capital

• Prior to incorporating a Cambodia company, Tetra Consultants will provide assistance with the deposit of the requisite amount of paid-up capital into your capital bank account. Upon successful transfer of the necessary funds, the bank will issue a certification or proof of deposit. The accreditation of deposit can be used during the incorporation procedure to justify the completion of the deposit made.

Trade Name

• Tetra Consultants reserves your preferred company name through an application made to Cambodia’s Ministry of Commerce’s Business Registration Department. The Company’s selected Trade Name should be unique, and it should not violate public ethics. The reservation and application of Business Trade Name must include the following documentation:
  • Personal identification of business owner
  • Passport sized photo of business owner
  • Payment receipt
  • 3 copies of the application submitted to register company’s name under Commercial Registry
• The Ministry of Commerce’s Business Registration Department Business must approve the Trade Name registration application for it to be successful. Upon payment and submission of the required due diligence documents by Tetra Consultants, it will take on average 2-7 business days to process the application and attain the approval by the Business Registration Department.

Articles of Association

• Tetra Consultants’ legal team will provide you a draft of the Article of Association, business plan, and other required legal documents. The Articles of Association should adhere to the list of relevant regulations and standards enforced by the Cambodia Ministry of Commerce. The application form has to be filled with the following mandatory information:
  • Business Trade Name.
  • Company’s Address.
  • Outline and description of business activities to be carried out under company’s name.
  • Restrictions on the transfer of company’s shares.
  • Personal identification of each respective authorized shareholder and Director.
  • Methods of distribution of losses and profits between business partners.
  • Duration of Company’s business activities.
  • Company’s capital and shareholding in Cambodian currency.
• Upon submission of the required due diligence documents, it will take on average 3 weeks to process the application and attain the approval by the Ministry of Commerce.

Company Seal

• Consequent to attaining the approval from the Ministry of Commerce, you will receive a company seal and certification of registration. If everything goes smoothly, it will take on average one business day after receiving approval for the issuance of the company seal and registration certificate to occur.

Tax Registration

• Tetra Consultants will aid you in the registration procedure for Tax Identification Number (TIN), Value Added Tax (VAT) and Patent Tax with the Cambodia Tax Departments. The following documents must be provided:
  • Articles of Association
  • Letter of Approval from Ministry of Commerce
  • Certification of Registration

Notify the Cambodia Ministry of Labour

• Tetra Consultants will notify the Cambodia Ministry of Labour before your official commencement of business activities and operations. A written declaration form will be drafted and submitted to the Ministry of Labour. The declaration procedure involves the following requirements:
  • Announcement regarding company’s launch.
  • Registration with the Cambodia Ministry of Labour.
  • Declaration of staff under the corporation and filing of staff employment contracts.
  • Registration with Cambodia’s National Social Security Fund.

Other considerations of Cambodia company incorporation

• Upon completion of the necessary steps, Tetra Consultants will ensure that the Cambodian Labour Ministry schedules an inspection with the company.
• Upon successful Cambodia company incorporation, Tetra Consultants will immediately courier the Certificate of Incorporation, Memorandum & Articles of Association and other corporate documents to your preferred address.

Step 3: Corporate Bank Account opening

• Simultaneously, Tetra Consultants will proceed to open a corporate bank account for your newly incorporated Cambodia-based company depending on your business goals and objectives. You can leverage on our extensive banking network and expect to receive your account numbers within 4 weeks.
• Tetra Consultants will contact multiple reputable international and Cambodian banks and present your business to the respective relationship manager and compliance team.
• Following that, Tetra Consultants will courier the internet banking token and access codes to your preferred addresses.

Step 4: Staying compliant

• After Cambodia company incorporation, you can expect Tetra Consultants to secure your newly-incorporated Cambodian company Tax Identification Number (TIN).
• Tetra Consultants will provide accounting and tax services such as preparing your firm’s financial statements, corporate tax returns and bookkeeping on your behalf. Annual filings and tax returns will be timely completed on your behalf before the stipulated deadlines set out by the government.
• If you plan to be physically present and working in Cambodia, Tetra Consultants will advise on a suitable Cambodia business visa and proceed ahead with the visa procurement for you.

Contact us to find out more about how to open business in Cambodia. Our team of experts will revert within the next 24 hours.

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