Selling or transferring a business in Cambodia

In 3 bullets

• Two ways to sell: a share transfer (you sell the shares, the entity continues) or an asset deal (you sell the business assets, the shell entity stays). 90% of SME hand-overs are share transfers.
• Key formality: the change of shareholders and directors must be filed with the MoC within 15 days through the online business registration portal, after updating the share register and obtaining board approval (MoC — Change Your Business Details).
• Tax: a 20% capital gains tax on the gain (shares in scope from 1 January 2026 — to be confirmed, as it has been deferred several times) plus a 0.1% stamp duty on the share transfer (Law on Taxation).

Selling is not closing

A Cambodian company has three exit routes — don’t confuse them:

A sale is almost always simpler and faster than liquidating then re-incorporating: the buyer gets an entity that is already registered, with its MoC number and TIN, its history, its licences and sometimes its contracts. But it also transfers the latent liabilities — hence the importance of due diligence (see below).

Share transfer or asset deal?

Share transfer — the standard case

You sell your shares to the buyer. The legal entity (Co. Ltd., PLC) stays exactly the same: same registration number, same TIN, same contracts, same debts and receivables. Only the shareholding changes.

• Upsides: full continuity (licences, leases, contracts, seniority), lighter formalities, no re-incorporation.
• Major downside: the buyer inherits all liabilities of the company, including latent tax risks (a GDT reassessment is possible over 3 years, even 10 years in case of fraud). Hence thorough buyer-side due diligence.

Asset deal — the alternative

You sell the company’s assets (business goodwill, equipment, stock, brand) without transferring the entity itself. The selling company collects the price, then is usually liquidated afterwards (liquidation).

• Buyer upside: they pick the assets they take and do not inherit the seller’s debts or tax risks automatically.
• Downsides: each asset must be transferred individually (re-sign leases and contracts, re-apply for some licences in the buyer’s name), and certain asset transfers trigger specific stamp duty (real estate, vehicles) and VAT.

Conditions and steps — share transfer

Step 1 — Share Transfer Agreement

Draft a share transfer agreement: identity of the parties, number and class of shares sold, price, payment terms, representations & warranties, conditions precedent. This is the document that protects you — have it drafted or reviewed by a firm.

Step 2 — Board / shareholder approval

The Law on Commercial Enterprises (LCE) 2005 governs the transfer of shares in a Co. Ltd.:

• The articles of incorporation may provide a pre-emption right or an approval by the other shareholders. Check them before signing.
• The transfer is approved by resolution (board and/or shareholders’ meeting, per the articles).

Step 3 — Update the share register

Record the transfer in the share register kept at the registered office, and issue new share certificates in the buyer’s name. The register evidences ownership of the shares.

Step 4 — File with the MoC (within 15 days)

This is the mandatory, time-bound step. Through the MoC online business registration portal (Change Your Business Details), file:

• the change of shareholders (in/out, new capital split);
• where applicable, the change of directors.

The application to change the directors’ details must be lodged within 15 days of the date of change (MoC — Change Your Business Details; conditions to modify company information — OBR). The MoC then updates the extract and issues refreshed articles/certificate.

Step 5 — Update the GDT

Reflect the change with the GDT: update of taxpayer information (shareholders/representative), consistency with the Annual Declaration of Commercial Enterprise (ADCE) filed with the MoC. The company TIN does not change — that is the whole point of a share transfer.

Tax on the sale

Capital Gains Tax — 20%

Cambodia introduced a Capital Gains Tax at 20% of the net gain (sale price − acquisition cost − deductible costs), brought in by Prakas No. 496 of the MEF dated 18 July 2025 (GDT Prakas).

• Transfer of shares/securities: within the CGT scope since 1 January 2026 (to be confirmed — see the box).
• Immovable property held by physical persons: implementation deferred to 1 January 2027.
• For a selling company, the gain on an asset sale is in principle included in taxable profit subject to TOI at 20% (corporate income tax).

Stamp Duty on the share transfer — 0.1%

The transfer of shares (partial or full) of a company is subject to a stamp duty of 0.1% of the value of the shares transferred (Law on Taxation). Note:

• For a real estate company (assets essentially land/buildings), a share transfer may attract a higher stamp duty (4%) treated like an immovable-property transfer — to be confirmed based on the asset mix.
• In an asset deal, the transfer of certain assets (real estate, vehicles) triggers a 4% stamp duty, and asset sales may be subject to VAT.

Withholding for a non-resident seller

If the seller is a tax non-resident, specific rules (withholding tax, treatment of retained earnings on a share transfer) may apply on top of the capital gains tax. See also corporate income tax and have your situation confirmed.

Due diligence — the step that protects the buyer

In a share transfer, the buyer takes the company with its entire past. Serious due diligence covers:

• Tax: TOI, VAT, ToS and patent returns up to date, no ongoing reassessment, consistent accounts (the GDT can reassess over 3 years, 10 years in case of fraud). See corporate income tax.
• Legal: articles, share register, minutes, pending litigation, key leases and contracts (change-of-control clauses).
• Employment: employment contracts, ToS and NSSF arrears, seniority indemnities due.
• Licences: validity and transferability of sector permits (F&B, tourism, transport…).

Required documents (share transfer)

• Signed share transfer agreement.
• Resolution of the board / shareholders approving the transfer.
• Updated share register + new share certificates.
• Updated articles (new capital split).
• Passports / IDs of the new shareholders and directors.
• Change form filed on the MoC portal + supporting documents.
• Proof of payment of the stamp duty and, where applicable, the capital gains return to the GDT.

Common pitfalls

FAQ

Share transfer or asset deal: which to choose?

A share transfer if the company is sound (continuity of licences, contracts, seniority; lighter formalities). An asset deal if the buyer wants to avoid liabilities (debts, tax risks) — they only take the chosen assets, but must re-sign leases and contracts. The level of latent risk almost always decides.

What tax applies to the gain on selling my company?

Cambodia applies a 20% capital gains tax on the net gain. Share disposals are in scope since 1 January 2026 (Prakas 496) — a regime deferred several times, to be confirmed with the GDT. For a company, the gain on an asset sale generally falls within taxable profit subject to TOI (20%). See corporate income tax.

How much is stamp duty on a share transfer?

0.1% of the value of the shares transferred for an ordinary company. For a real estate company (assets essentially land/buildings), a higher rate (4%) may apply. The base (par or market value) remains subject to interpretation — have it confirmed.

Does the buyer inherit my tax debts?

In a share transfer, yes: the company keeps its TIN and all its liabilities, including the GDT reassessment risk (3 years, 10 in case of fraud). That is why a savvy buyer requires due diligence, warranties and often an escrow. In an asset deal, no: the debts stay in the selling company.

Must I notify the Ministry of Commerce?

Yes, and it is mandatory. The change of shareholders/directors is filed with the MoC through the online portal; the directors-change application is due within 15 days (MoC). The MoC then re-issues the extract and updated articles.

Should I sell or liquidate my company?

Sell if a buyer values the entity (licences, contracts, customer base): it is faster and you recover a price. Liquidate if there is no buyer and you want a clean exit, then strike off the tax file. The worst option is the dormant shell: the patent tax and returns stay due.