Effortlessly incorporate and manage your company in Cambodia with Vepapu—offering all-in-one services from registration to compliance, banking, and visa support.
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Unlock Growth Opportunities in an Emerging Market
Requires fewer expenses to set up and manage a company.
Simplified compliance requirements and regulatory processes.
A large and young population provides a dynamic workforce.
Allows for foreign shareholding up to 100% in the company.
Everything You Need for Seamless Company Formation
Experience seamless company formation from anywhere with Vepapu. Our digital incorporation services ensure you can register your company online without the need to travel or submit paperwork in person.
We guide you through each step of the process, ensuring compliance with local regulations and providing support for any incorporation-related queries.
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Meet the local requirements online with Vepapu. Having a local registered office address is mandatory for your company's registration and we will help you meet this requirement. We will receive, scan, and email you if any mail is received from the authorities at your address.
You can also build a physical presence in the country by opting for our nominee director services, who will act as your company's director while you retain total control over your company.
You can capitalise on our strong banking relationships with traditional banks as well as digital-first banking providers.
You would need to physically visit the bank's location if you opt for a traditional brick-and-mortar bank, while modern digital banking providers welcome you with an online onboarding process.
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Leverage Vepapu’s expertise to navigate the visa application process for your business needs. Whether you require work visas for your team or investor visas to secure your investment rights, we facilitate the entire process.
Our services include comprehensive guidance on meeting eligibility criteria, preparing necessary documentation, and submitting applications efficiently to minimize wait times and complications.
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Mandatory documents and information required for your company formation
A certified true copy (scanned version) of the passport (valid for at least 6 months)
A comprehensive Curriculum Vitae (C.V.), Resumé, or Linkedin profile.
One of the scanned copies of a bank reference, bank statement, Utility bill, or Driver license.
It should clearly show the holder's full name along with a physical address written in English (P.O. Box addresses are not accepted).
It must be the most recent version and dated within the last 3 months.
Please provide us with certified true copy (scanned version) of the following company documents:
Certificate of Incorporation
Memorandum and Articles of Association / Constitution
Register of Director
Register of Shareholder / UBO
Extract of the company’s details from the Registrar of Companies, which can include any of the following: Business Profile / Certificate of Incumbency / Certificate of Good standing (valid for within 6 months if any).
All members of the corporation, including Directors, Shareholders, Ultimate Beneficial Owners (UBOs), and Contact persons, must provide identity and address proofs as mentioned above.
From Paperwork to Approval: Making Company Formation Fast and Straightforward
Click here and fill out the short form to let us know your requirements.
Afterwards, our team will get in touch with you to guide you through the process.
Begin the company incorporation process by sharing the requested documents, as listed here. This enables us to begin the mandatory KYC and due diligence procedures to comply with local and international laws.
During the process of due diligence, our team might request additional information, documents, or clarification as needed.
If you ever feel lost while organising the documents, please contact us, as your dedicated manager from Vepapu will guide you through it.
Our team will now have the required information and documentation in hand to proceed with completing the required paperwork involved in incorporating your company.
We will complete one or multiple application forms as required and coordinate with the registry to submit them for their official approval.
We will do timely follow-ups with the registry and actively work with them if they require any further clarification or documentation before their approval.
If there are any other registrations with different government departments that are generally required before commencement of any business, required for your specific business industry, or that you have chosen voluntarily, we will promptly complete them.
As Vepapu strongly believes that company incorporation is just the first step in any business journey, we will accompany you throughout your business's life cycle by keeping it in good standing with local rules and regulations.
We will take care of monthly, quarterly, bi-annual, or annual reports and return filings with the authorities. We will timely inform you of the upcoming compliance deadlines, such as conducting an annual general meeting, for your prompt action.
Get in touch and ask us anything. We'd love to help.
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Following are the company structures that allow foreign shareholdings up to 100%.
A Private Limited Company is the most commonly chosen business structure in Cambodia, favored by both local and foreign investors. It allows for up to 100% foreign ownership, making it an attractive option for international businesses. Shareholders’ liabilities are limited to their investment in the company, and the entity requires a minimum of one director and one shareholder. This structure is ideal for businesses looking to operate fully in Cambodia with a stable legal framework.
A Representative Office in Cambodia is established by foreign companies to manage their activities within the country without directly engaging in commercial operations. Its functions are limited to market research, promotion, and acting as a liaison for the parent company, without generating income or signing contracts. The parent company remains fully liable for the representative office’s actions, making it a low-risk option for companies wanting a presence in Cambodia without full-scale operations.
A Foreign Branch Office is an extension of a foreign parent company, allowing it to conduct business activities in Cambodia. Unlike a representative office, a branch can engage in commercial transactions, generate revenue, and sign contracts. The parent company is directly responsible for all the liabilities of the branch, making this a suitable structure for companies looking to expand their operations in Cambodia while maintaining control from their home country.
Following are the company structures that do not allow foreign shareholdings.
A Sole Proprietorship is a simple business structure where a single individual owns and operates the business. This entity type is reserved exclusively for Cambodian nationals, and the owner has unlimited liability, meaning personal assets can be used to cover business debts. This structure provides full control to the owner, making it ideal for small businesses with significant personal financial risk.
A Partnership in Cambodia is a business entity formed by two or more individuals who agree to operate a business together. There are two main types: General Partnerships, where all partners have unlimited liability, and Limited Partnerships, which include both general and limited partners (the latter having liability limited to their investment). Typically reserved for Cambodian nationals, partnerships require clear agreements to define roles, responsibilities, and profit-sharing among partners.
Yes, foreigners can incorporate a company in Cambodia, and the most recommended structure for them is the Private Limited Company (PLC). A PLC allows 100% foreign ownership, making it an attractive option for international investors. Cambodia has made significant reforms to encourage foreign investment, including simplifying the registration process, reducing bureaucratic hurdles, and offering incentives in special economic zones. The minimum capital requirement for most sectors is generally low, and there is no restriction on repatriation of profits, making it easier for foreign businesses to operate and grow.
In recent years, Cambodia has actively sought to attract foreign investment as a key driver of its economic growth. The country ranked 144th in the World Bank's 2020 Ease of Doing Business report, but ongoing government initiatives are aimed at improving this position. Notably, the government has introduced online business registration portals, reduced the time required to register a company to just 8 days, and simplified tax registration processes. These reforms, coupled with Cambodia's strategic location in Southeast Asia, have made it an increasingly attractive destination for foreign entrepreneurs looking to establish a foothold in the region.
A Private Limited Company (PLC) in Cambodia requires a minimum of one director to be appointed. There are no restrictions on the nationality of the director, which means that foreigners can hold this position without any issues. The law, however, mandates that directors must be natural persons; corporate entities are not allowed to serve as directors. This structure offers flexibility, especially for foreign investors, as there is no residency requirement, allowing directors to manage the company from abroad if necessary.
A PLC in Cambodia must have between 1 to 30 shareholders. This flexibility allows for both individual and corporate ownership, making it possible for a single individual to form a company or for multiple parties to share ownership. There are no restrictions on the nationality of the shareholders, enabling foreigners to fully own or hold significant shares in the company. This openness to foreign ownership makes the PLC an attractive option for international investors looking to establish a presence in Cambodia.
The Law on Commercial Enterprises (LCE) stipulates that a company must issue a minimum of 1,000 shares, each with a par value of at least 4,000 KHR, resulting in a minimum required capital of 4,000,000 KHR (approximately 1,000 USD). This relatively low threshold is designed to encourage the establishment of new businesses, including those by foreign investors. Companies may issue different classes of shares with varying rights, offering flexibility in how ownership and control are structured.
A PLC is required to appoint a registered agent who must be a resident of Cambodia and a legally competent natural person. The role of the registered agent is crucial as they are responsible for receiving official documents and legal papers on behalf of the company. This requirement ensures that the company maintains a reliable point of contact within Cambodia, which is essential for compliance with local laws and regulations.
A physical office space is mandatory for a PLC in Cambodia, and the company must register its business address with the appropriate municipal office, such as the Phnom Penh Municipal Office or the Siem Reap Municipal Office, depending on its location. This requirement underscores the importance of having a tangible presence within the country, which is necessary for various operational and regulatory purposes. The office serves not only as the company’s official address but also as a base for its activities within Cambodia.
The appointment of a company secretary is a legal requirement for a PLC in Cambodia. The company secretary is responsible for ensuring that the company complies with all legal and regulatory requirements, including the filing of necessary documents and maintaining accurate company records. This role is critical in managing the company’s legal obligations and ensuring that it operates within the framework of Cambodian law.
To incorporate a company in Cambodia, you need to prepare and submit various documents. These documents are essential to comply with Cambodian regulations and ensure your business operates legally. The documents will be used in KYC due diligence procedures, application preparation, and document submission to the authorities.
Submit a name reservation through the Ministry of Commerce, ensuring it's available in both Khmer and English. The name must not conflict with existing businesses and can be reserved for three months.
Prepare and submit the Articles of Incorporation, director and shareholder information, and other necessary documents through the MoC's online portal. Once approved, you'll receive a Certificate of Incorporation.
After incorporation, register the company seals as per the Ministry’s requirements. Additionally, have the Articles of Incorporation and Certificate of Incorporation stamped by the Cambodian Department of General Affairs.
Register with the General Department of Taxation (GDT) to obtain a TIN and register for VAT if required. This TIN is essential for opening a corporate bank account.
Submit a declaration to the Ministry of Labor before starting operations. If you have eight or more employees, file internal regulations within three months. Also, register with the National Social Security Fund (NSSF) to provide employee benefits.
Once a company is incorporated in Cambodia, it must adhere to several mandatory compliance requirements to remain in good standing:
Companies are required to hold board meetings at least once every three months. This ensures that the company’s leadership regularly reviews and manages business operations.
Every year, companies must submit an annual declaration to the Ministry of Commerce (MoC). This declaration updates the ministry on the company’s status, including any changes in ownership, structure, or operational activities.
Companies must prepare and publish their annual financial statements according to the requirements set by the MoC. These statements must be finalized and published at least 21 days before the annual shareholders' meeting. The financial statements are crucial for transparency and compliance, ensuring that all financial activities are documented and made available to shareholders.
Companies must comply with Cambodian tax regulations by filing monthly and annual tax returns. This includes Value Added Tax (VAT), corporate income tax, and other relevant taxes. Proper tax compliance is essential to avoid penalties and maintain the company’s legal status.
Companies must adhere to labor laws, which include filing internal regulations with the Ministry of Labor, maintaining proper employee records, and ensuring compliance with minimum wage, working hours, and safety regulations.
Employers with at least one employee must register with the National Social Security Fund (NSSF) and make regular contributions. This is mandatory to provide social security benefits to employees, covering areas such as health care, maternity, and occupational risks.
Depending on the business activities, companies may need to obtain and renew specific licenses and permits. Failure to renew these licenses can result in fines or even suspension of business operations.
For certain types of companies, especially larger ones, it may be mandatory to undergo an external audit of financial statements. This audit must be conducted by an independent auditor to ensure the accuracy and reliability of financial reporting.
Foreign investors and employees in Cambodia typically require specific visas to legally stay and work in the country. The most common visa types include:
This is the primary visa for foreign investors and employees. It is initially issued for 30 days but can be extended for up to a year through a work permit. The EB visa is suitable for those involved in business activities, management, or employment within Cambodia.
To legally work in Cambodia, foreign employees must obtain a work permit in addition to their EB visa. The work permit is issued by the Ministry of Labor and Vocational Training and requires the submission of various documents, including a valid employment contract, medical certificate, and company registration details. The permit must be renewed annually.
Investors looking to establish a business in Cambodia may apply for an EG visa, which allows them to stay in the country while setting up their business. This visa is usually issued for a shorter duration and may need to be converted to an EB visa once the business is operational.
For foreign investors and employees who frequently travel in and out of Cambodia, a multiple-entry business visa is available. This visa allows for multiple entries into Cambodia over a specified period, providing flexibility for business activities across borders.
Dependents of foreign employees and investors, such as spouses and children, can apply for a dependent visa. This visa allows them to live in Cambodia while the primary visa holder is employed or conducting business in the country.
Foreign nationals who wish to extend their stay beyond the initial visa period can apply for an extension through the Department of Immigration. Extensions are typically granted in increments of 3, 6, or 12 months.
In Cambodia, companies are subject to several tax obligations, including Value Added Tax (VAT) and corporate income tax:
VAT in Cambodia is levied at a standard rate of 10% on the supply of goods and services. Companies with annual turnover exceeding the threshold (generally around KHR 125 million) must register for VAT. VAT returns are typically filed monthly, and businesses can claim input VAT credits on their purchases.
The standard corporate income tax rate in Cambodia is 20%. However, certain sectors, such as insurance and oil and gas, may be subject to different rates. Companies must file annual tax returns, and tax payments are made quarterly based on estimated profits.
In addition to CIT, a minimum tax of 1% of annual turnover is applicable to companies. This acts as a floor tax, ensuring that companies pay a minimum amount even if they report a loss.
Withholding tax applies to various payments made by Cambodian companies, such as dividends, interest, and royalties, to both residents and non-residents. The rates vary depending on the type of payment and the recipient's tax residency status.
Cambodia offers several tax incentives to encourage investment, particularly in special economic zones (SEZs) and for priority sectors. These incentives may include tax holidays, reduced CIT rates, and exemptions from certain taxes for a specified period.
Companies must comply with the General Department of Taxation (GDT) regulations, including timely filing of tax returns and payment of taxes. Non-compliance can result in penalties, including fines and interest on overdue taxes.
