Foreign business entities in Cambodia

TL;DR

• 3 options to set up a foreign company in Cambodia: Representative Office (no revenue, market study), Branch Office (legal extension of the parent), Subsidiary (Cambodian Co. Ltd. owned by the parent).
• Representative Office = non-commercial shop-window; Branch = unlimited parent liability; Subsidiary = full legal and tax ring-fence.
• 99% of expats and groups pick the Subsidiary Co. Ltd. — best legal protection and operational autonomy.

Eligibility

The three forms below are governed by the Law on Commercial Enterprises (LCE) 2005 (articles 272 to 290 for foreign entities) and by the eligibility rules published on registrationservices.gov.kh.

Representative Office

• Represents the foreign parent in Cambodia
• Strictly non-commercial activity: market research, prospecting, customer liaison, supplier quality control
• No invoicing, no revenue generated in Cambodia
• Must have a designated representative (can be foreign), acting for the parent

Branch Office

• Direct legal extension of the foreign parent — no separate legal entity
• May carry out commercial activities and invoice
• Unlimited liability: branch debts flow back to the parent
• Activity limited to the parent’s corporate purpose
• Must appoint a general manager in Cambodia

Subsidiary

• Separate Cambodian company (Co. Ltd. or PLC) wholly (or majority) owned by the foreign parent
• Separate legal entity — liability limited to the subsidiary’s capital
• Subject to Cambodian law in full (LCE, taxation, NSSF, etc.)
• Same eligibility rules as any Co. Ltd.

Cost and duration

Fee details: see the company-creation guide for subsidiaries, and below for Representative Office and Branch (procedures outside the standard CamDX flow).

How to do it

Representative Office

1. Letter of designation signed by the foreign parent
2. Articles and registration certificate of the parent (apostilled/legalised)
3. Parent’s activity evidence (≥3 years of existence required)
4. Appoint a representative in Cambodia (full KYC)
5. MoC filing (specific procedure, outside the standard FM-BR flow)
6. GDT registration for TIN (even without revenue, nil filings are mandatory)

Branch

1. Board resolution of the parent authorising the opening
2. Parent articles legalised
3. Appoint a general manager in Cambodia
4. Full MoC dossier: parent’s corporate purpose, capital allocated to the branch, bank guarantees
5. GDT registration + patent tax (full commercial regime)
6. NSSF from the first employee

Subsidiary Co. Ltd.

Standard Co. Ltd. incorporation, with the shareholder being the foreign parent company. See the company-creation guide for the full procedure.

Documents required

Common to all 3 forms:

• Parent’s articles (legalised/apostilled per applicable convention)
• Parent’s registration certificate (≤6 months old)
• Parent’s board resolution authorising the Cambodian setup
• Representative / director designation letter
• Representative or director’s passport(s)

Branch-specific:

• Bank guarantees or evidence of parent’s financial capacity
• Parent’s audited accounts for the past 3 years

Subsidiary-specific:

• Cambodian articles of the new Co. Ltd.
• Capital bank attestation (minimum 4,000,000 KHR)

Renewal

Common pitfalls

FAQ

Which option to choose between Representative Office, Branch and Subsidiary?

Representative Office: if you only want to test the market without invoicing or selling. Branch: if you want to expose the parent to all Cambodian liability (rarely a good idea). Subsidiary Co. Ltd.: in 99% of cases this is the right call — legal protection, tax autonomy, easy future exit.

Can a Representative Office hire?

Yes, it can hire local staff for its liaison/research duties. But it cannot invoice or generate revenue in Cambodia.

Which sectors are closed to foreigners?

Land ownership (reserved to Cambodians), some press and telecoms, defence, certain strategic activities. See registrationservices.gov.kh for the up-to-date list.

Is a Cambodian partner required?

Not required in most sectors (commerce, services, consulting, IT, F&B, tourism). Required for land ownership (≥51% Cambodian, usually bypassed via a long-term lease).

What’s the tax on transfers to the parent?

Dividends paid by a subsidiary to a foreign parent are subject to 14% withholding tax. Commissions, royalties, interest paid by a branch or subsidiary to the parent: 14% withholding (reduced if a tax treaty applies).

How long for a subsidiary?

8 to 15 business days via CamDX — the fastest route. Representative Office: 3 to 5 weeks. Branch: 4 to 8 weeks.

Can a Representative Office be converted to a Branch or Subsidiary?

Yes either way. The conversion goes through closing the office (MoC filing) then creating the new entity. No direct legal merger is possible.