To set up a company in Cambodia, a founder needs to choose a legal structure, register the business, complete tax and applicable labour registrations, and check whether its activities require specialist licences. The order matters for retailers, consultancies, hotels, manufacturers and foreign investors: a company certificate alone may not give permission to trade in a regulated sector. Cambodia’s official Online Business Registration portal combines several of the first registration steps, but sector permits and continuing filing duties remain separate.
Choose a legal structure before submitting an application
A company structure determines who owns the business, who can make decisions, the extent of personal liability and how changes in ownership are recorded. An individual trading as a sole proprietor does not obtain the same separation between personal and business liability as a limited company. A Cambodian private limited company is a separate legal entity, although limited liability does not protect individuals from every statutory obligation or personal guarantee.
| Structure | How it is used | Issue to check |
|---|---|---|
| Sole proprietorship | Individual-owned business | The proprietor is personally responsible for business debts. |
| Single-member private limited company | Company with one shareholder | Company governance, filings and legal separation still apply. |
| Private limited company | Company with private shareholders | Shareholder agreements, directors and ownership changes need proper records. |
| Foreign company branch | Cambodian extension of an overseas company | The foreign parent may be responsible for branch liabilities. |
| Representative office | Limited presence of an overseas company | Permitted activities are restricted; ordinary commercial trading is not generally authorised. |
| Subsidiary | Cambodian company owned by another entity | The Cambodian company has its own corporate and compliance obligations. |
Founders should define the intended activities, likely investors and expected premises before choosing the entity. A restaurant, employment agency, property business and software consultancy may have different approval requirements even when all use the same corporate form. The Cambodia Business Portal identifies registration and specialist-licence services.
What foreign shareholders can own in Cambodia
Many Cambodian commercial sectors permit a company to be wholly foreign owned. A Cambodian shareholder is not automatically required simply because a founder is overseas. Ownership must nevertheless be checked against the specific regulated activity. Foreign investment rules also distinguish owning company shares from owning land. The Law on Investment and its implementing rules sets out investment rights and the restrictions relating to land ownership and lawful land-use rights.
A foreign founder should separately assess company share ownership, the ability to hold or lease the required premises, visa and work authorisation, and sector licensing. Incorporating a company does not itself issue a foreign director a work permit or establish personal immigration status.
Register the business through Cambodia’s online system
The government launched Online Business Registration on 15 June 2020. Applicants use CamDigiKey identification to complete an electronic application, upload documents, pay fees and receive digital decisions. The official registration portal provides the steps and the user guide explains the application process. The connected system exchanges information between the Ministry of Commerce, General Department of Taxation and Ministry of Labour and Vocational Training through CamDX.
- Create or access the applicant’s CamDigiKey account.
- Choose the business form and confirm the proposed name and activities.
- Provide shareholder, director, registered-address and incorporation details.
- Upload the required identification and corporate documents.
- Submit the application and pay the displayed fees.
- Respond to any request for corrections or additional documents.
- Download approved digital certificates and complete any remaining post-registration requirements.
The portal says a complete and correct application can receive the integrated commercial, tax and enterprise-opening registrations within eight working days. That is the stated processing period for those approvals, not a promise that every specialist operating licence or bank account will be ready in eight days. Applicants may submit their own applications; the portal says a representative handling company registration, other than sole proprietorship, must be accredited.
Prepare the correct documents and company information
Exact document requirements differ with the structure and whether shareholders are individuals or companies. Typical application information includes company name, commercial objectives, registered address, share capital, shareholder and director details, identity documents, articles of association and corporate evidence for an overseas shareholder. Translations, certifications or further evidence may be requested in individual applications. The most reliable checklist is the one displayed for the selected entity and activity in the official registration system.
Applicants should use a registered address they can substantiate and select activities that describe what the company intends to do. The government also instructs approved companies to deposit original copies of their articles of association at the Ministry of Commerce for stamping. Records should be retained by the company rather than only by an outside filing agent.
How much does company registration cost?
Cambodia does not have one fixed start-up price for every business. Government charges vary by entity type, taxpayer classification, number of activities and licences. The online registration portal directs applicants to its user guide and displays fees when applying. The government business portal publishes name-reservation fees, including KHR 25,000 for listed entity categories. Other charges may include incorporation, tax registration and patent tax, labour-related registration and relevant specialist authorisations.
Do not treat an older online fee schedule as a guaranteed October 2026 quotation. Budget separately for legal document work, professional assistance, translations, rent, bank services, accounting, staff and any operating licence. A founder should record the portal’s actual assessed fee alongside each additional regulator’s charge before committing to premises or equipment.
Complete tax registration and plan tax reporting
Tax registration is administered by the General Department of Taxation. The integrated application can incorporate tax registration, but a company still needs to understand its taxpayer classification and the tax obligations arising from its actual sales, payments and employees. Cambodia’s general corporate income tax rate is 20%, and the standard domestic VAT rate is 10%, subject to applicable rules, rates, exceptions and incentive treatment. Other obligations may include patent tax, withholding tax, tax on salary and applicable minimum tax.
Tax on income should not be confused with VAT or withholding tax. A business with limited profits may still need to submit tax returns or account for transaction-based taxes. Before invoicing, the owner and accountant should identify what must appear on invoices, who withholds tax on payments, when monthly returns are due and what records support deductions. Sector and transaction facts can change the treatment; consult current GDT guidance rather than applying a generic rate to every transaction.
Open a business bank account and protect company records
The registration system sets out post-registration banking information requirements, including submission of corporate bank-account details. Banks perform their own checks and may request registration certificates, company articles, director identification, shareholder or beneficial-owner details and explanations of commercial activities. A registered company is not automatically entitled to immediate bank approval.
The business should keep its own copies of certificates, shareholder resolutions, contracts and tax documents, and retain control of the electronic accounts used for regulatory filings. A founder using an external registration agent should agree who will hold credentials and how corporate records will be transferred.
Check licences before operating in Cambodia
Company incorporation and operating permission are different approvals. The regulator depends on what a business actually does, not merely the name entered during incorporation. The government registration platform includes specialised licence pathways and explains that approval times depend on the relevant ministry or institution.
| Activity | Regulator or authority to investigate | Questions before opening |
|---|---|---|
| Hotel, travel or restaurant services | Ministry of Tourism and relevant local authorities | Is an activity-specific tourism or premises permit required? |
| Property agency or related services | Relevant real estate regulator | Does the precise service require a licence or professional approval? |
| Manufacturing or industrial work | Ministry of Industry, Science, Technology and Innovation | Are factory, environment, safety or technical approvals needed? |
| Banking, payment or finance | National Bank of Cambodia or relevant financial regulator | Is prior regulatory authorisation mandatory? |
| Insurance | Insurance Regulator of Cambodia | Which licence category applies? |
| Education | Ministry of Education, Youth and Sport or other responsible authority | Are school or programme approvals required? |
| E-commerce and online sales | Ministry of Commerce and potentially other authorities | Do the products, platform or transactions trigger specific obligations? |
More than one permit may apply to a single site. For example, accommodation and food service activities can involve separate regulatory permissions. Businesses should obtain written confirmation of the applicable approvals rather than treating an online company certificate as permission for every activity.
Register workers and assess social security obligations
Employers must consider labour rules once they employ staff, including employment contracts, wage payments, leave, working hours, workplace records and occupational health and safety. The Ministry of Labour and Vocational Training and National Social Security Fund administer distinct requirements, including enterprise and employee registration where applicable. Employers should verify the relevant NSSF registration period and contribution rules directly with the authorities rather than assume these are completed by incorporation.
Foreign employees and working directors require separate attention to immigration and work authorisation. A company should keep an employee register and assign responsibility for labour declarations, social security submissions and renewing permissions.
Understand the 2026 company-registration reforms
The Ministry of Commerce issued Prakas No. 117 on 9 December 2025, effective 8 January 2026, revising company registration, changes to registered details, annual declarations, corporate secretarial requirements and dissolution procedures. KPMG’s February 2026 legal update describes the changes. Owners should not rely solely on formation instructions prepared before this reform.
The Annual Declaration of Commercial Enterprise is separate from tax filing. Under the revised framework, companies and applicable foreign entities must submit an annual commercial declaration through the Ministry of Commerce system. Missing filings can affect corporate status. The government also announced a conditional penalty-waiver policy in January 2026 for certain overdue declarations; that historical relief should not be mistaken for a permanent exemption. See the Ministry of Information report on the Ministry of Commerce announcement.
Companies should also assess the new company-secretary requirements, maintain properly approved corporate resolutions and register relevant changes such as directors, shareholders, business objectives or addresses. The exact obligations depend on the legal form and transitional rules.
Financial statements and audits changed in August 2026
Prakas No. 063, issued on 18 August 2026, revised Cambodia’s annual financial statement filing and independent audit requirements. KPMG’s September 2026 analysis explains that the new framework generally excludes small taxpayers from its scope and sets audit obligations according to the applicable criteria and entity categories. Covered entities without a mandatory audit generally have three months and 20 days after the year-end to file financial statements; those requiring audit generally have six months and 20 days to file audited statements.
These requirements are distinct from the Ministry of Commerce annual declaration and GDT tax returns. A new company should ask its accountant which financial reporting framework applies, whether it meets an audit criterion and who will file with the Accounting and Auditing Regulator. The new rules are applicable to the 2026 accounting period for entities meeting the revised criteria.
Does a new company need investment approval?
A standard commercial company does not automatically need Qualified Investment Project status. The Council for the Development of Cambodia administers investment incentives for eligible projects under the Law on Investment. An investor considering manufacturing, logistics, infrastructure or other potentially eligible activities can review project thresholds and benefits before deciding whether to apply. QIP incentives are not granted merely because a company is incorporated.
A company formation checklist for business owners
- Confirm the business activities and whether any sector is restricted or regulated.
- Choose the correct legal entity and document shareholder decision-making arrangements.
- Check the commercial name and prepare identification, premises and corporate documents.
- Submit the integrated registration and retain approved certificates.
- Confirm tax classification, invoicing, recordkeeping and return deadlines.
- Arrange a corporate bank account and meet required account-information filings.
- Obtain specialist operating permits before undertaking regulated activities.
- Complete relevant employer, labour, NSSF and foreign-worker procedures.
- Calendar annual commercial declarations, tax returns, licence renewals and applicable financial-statement filings.
- Document how the business will register changes, manage disputes and eventually close or transfer ownership.
The most useful test before opening is simple: can the company identify the document authorising its legal existence, the document or legal basis permitting each regulated activity, and the person responsible for the next filing? If any answer is missing, clarify it through the relevant Cambodian regulator before trading.