Private Limited Company (Co. Ltd.) in Cambodia

TL;DR

• Minimum capital 4,000,000 KHR (~USD 1,000), 2 to 30 shareholders, liability limited to contributions.
• 100% foreign ownership permitted except in reserved sectors (land, media, certain strategic activities).
• The form ~95% of expat companies pick — best balance setup cost / legal protection. Official lead time 8 to 15 business days via the CamDX single window.

Eligibility

The Co. Ltd. (Private Limited Company) is defined by articles 86 to 224 of the Law on Commercial Enterprises (LCE) 2005.

Shareholding:

• 2 to 30 shareholders (natural or legal persons, Cambodian or foreign).
• The single-shareholder variant = Single Member Co. Ltd. (same rules otherwise).
• 100% foreign ownership allowed except: land ownership (reserved to Cambodian nationals — workaround via long-term lease or 51/49 structure), certain strategic sectors (press, telecoms, defence).

Management:

• One or more directors, not necessarily Cambodian or shareholders.
• Appointed by the shareholders, powers set out in the articles of incorporation.
• A resident director in Cambodia is strongly recommended for smoother banking and administrative dealings.

Capital:

• Minimum 4,000,000 KHR (~USD 1,000), divided into shares of at least 4,000 KHR.
• No upper limit. For regulated sectors (banking, insurance, microfinance), much higher minimums apply (NBC, IRC).
• Capital paid up at incorporation (deposit on a blocked account until registration is complete).

For foreign shareholders

• 100% foreign capital allowed for most commercial sectors.
• Sectoral restrictions: land (no land purchase in personal foreign name nor 100% via Co. Ltd. with foreign capital), certain transports, media, etc. See the MoC Negative List.
• Visa and work permit of the foreign director(s): EB required + work permit (see the work permit guide).

Cost and duration

Official fees

Firm fees

Virtually all expats go through a setup firm (DFDL, Acclime, VDB Loi, BNG Legal, Mekong Strategic Capital, or cheaper local firms at USD 500-800).

Lead time

• Name reservation: 1-2 days.
• MoC validation: 5-10 business days on complete file.
• GDT registration + patent: 3-7 days after MoC validation.
• Overall lead time: 8-15 business days on average (up to 1 month if incomplete file or sensitive sector).

How to set up a Co. Ltd.

Step 1 — Prepare the project

• Company name in Khmer + English (e.g. “Mekong Trade Co., Ltd.”).
• Corporate object (general trade, consulting, e-commerce, etc.).
• Share capital desired (≥ 4,000,000 KHR).
• Shareholder list (passports, % holding).
• Director list (passports).
• Head-office address (commercial lease).

Step 2 — Reserve the name (CamDX)

At fm-businessregistration.moc.gov.kh:

1. Create an account with passport + email + KH phone number.
2. Enter the proposed name in Khmer. The system automatically checks availability.
3. Reservation valid 30 days.

Step 3 — Submit the MoC file

1. Log into the CamDX account.
2. Enter the corporate object (NACE-equivalent KH codes).
3. Attach the articles of incorporation, shareholder/director passports, lease.
4. Choose the projected patent category (see the patent guide).
5. Pay fees online (Wing, ABA, Ly Hour).
6. Submit.

MoC processing time: 5 to 10 business days.

Step 4 — Receive the Certificate of Incorporation

Once validated, the MoC issues:

• Certificate of Incorporation.
• Unique registration number (Co. Ltd. Cambodia).
• Validated Articles of Incorporation.

Step 5 — Open the corporate bank account and deposit the capital

Within 15 days of the Certificate of Incorporation, you must:

1. Open a corporate account at a KH bank (ABA, ACLEDA, Canadia, J Trust Royal are most used).
2. Deposit the share capital in KHR or USD at the day’s rate.
3. Obtain a deposit attestation signed and stamped by the bank.
4. Forward it via the CamDX portal to the MoC.

Step 6 — GDT registration and patent

Via the same CamDX portal (MoC ↔ GDT integration):

1. Request for company TIN (Tax Identification Number).
2. Tax classification: small, medium or large taxpayer depending on projected turnover.
3. Payment of the annual patent (400,000 / 1,200,000 / 3,000,000 - 5,000,000 KHR by category).
4. Receipt of the patent certificate.

Step 7 — Additional notifications

• Ministry of Labour (MLVT): declaration of establishment opening, employer registration.
• NSSF : if you anticipate 8 or more employees, registration with the social security scheme is mandatory.
• Specific patents: tourism, transport, F&B, certain regulated sectors require additional licences.

Required documents

• Shareholder and director passports + long-stay visa (EB / ER) of the resident director.
• Address of each shareholder (KH or home country).
• Commercial lease or domiciliation attestation at the head-office address.
• Articles of Incorporation signed by shareholders.
• Constitutive minutes (founding general assembly).
• ID photo of directors.
• Bank statement proving the share capital deposit.
• Tax residency certificate of shareholders (depending on sector).
• KYC: source-of-funds evidence for significant contributions.

Annual obligations of a Co. Ltd.

A Co. Ltd. has no fixed term. Recurring obligations:

See the patent guide and ToS for details.

Incentive regimes — QIP

If your project is in a sector promoted by the CDC (Council for the Development of Cambodia), you can request QIP (Qualified Investment Project) status:

• Corporate income tax exemption for 3 to 9 years (depending on sector).
• Customs duty exemption on certain imported equipment.
• VAT exemption on certain local purchases.

Typical sectors: manufacturing, resort tourism, processed agriculture, logistics. Application via the CDC (cdc.gov.kh/incentives-and-schemes). Complex procedure, count 3 to 6 months and a substantial investment file (typically > USD 500,000, reserved for projects > USD 100,000).

Common pitfalls

FAQ

How much does the full setup cost all-in?

For a simple Co. Ltd., 4,000,000 KHR capital, via a local firm: USD 1,200-1,800 all-in (official fees + firm fees + first patent deposit). With an international firm (DFDL, Acclime), count USD 2,500-4,000.

How many shareholders are required?

Two. With a single shareholder, you fall automatically under the Single Member Co. Ltd. regime (Single Member Private Limited Company), which follows the same rules with a few adaptations.

Can a foreigner be the sole shareholder?

Yes via the single-shareholder variant — see Single Member Co. Ltd.. For a regular Co. Ltd., two people are required, but both can be foreigners and one can hold 99% for full effective control.

What’s the difference from a PLC?

The Public Limited Company (PLC) can issue shares to the public and carries heavy compliance (3+ board members, mandatory external auditor, annual general meeting). Reserved for large players. A Co. Ltd. is private and capped at 30 shareholders.

Is a Cambodian director required?

No, that is not a legal requirement. But in practice having a director resident in Cambodia greatly eases account opening, signatures with administrations and MLVT formalities.

What’s the corporate income tax rate?

Standard rate of 20% on taxable profits. Reduced to 0% during the QIP exemption period if you qualify. See also the tax residence guide for personal-side implications.

Can I set up a company 100% remotely?

The CamDX portal accepts scanned documents and electronic signature for most steps. But the capital bank deposit requires the physical presence of at least one signatory (passport check). In practice, a 2-3 day trip to Phnom Penh is necessary.

Is my EB automatic with the company setup?

No. The EB visa is issued separately by immigration authorities, and the work permit by MLVT. But company setup facilitates these procedures: you provide the MoC extract as proof of KH activity.

Can I domicile my company at home?

Yes for a small services / consulting company. For activities with walk-in clients (shop, restaurant, workshop), you need a commercial lease for appropriate use + specific authorisations (F&B licence, sanitary, etc.).

What patent status to choose at start-up?

If you start small (projected turnover < 700M KHR/yr), take small taxpayer (400,000 KHR patent). You’ll switch to medium taxpayer once actual turnover is observed. Anticipating too high costs unnecessarily in the first year.

How many employees can a Co. Ltd. have at start-up?

No limit. But from the 8th employee, NSSF registration becomes mandatory (employer contributions ~2.1% + health + pension 2% employee + 2% employer in 2026).

Can a sole proprietorship be converted to a Co. Ltd.?

Yes, through contribution in kind. The process is heavy (asset valuation, articles, TIN transfer); it is almost always simpler to create the Co. Ltd. fresh and wind down the sole proprietorship gradually.

What to do if I want to close the company?

Dissolution / liquidation procedure via CamDX:

1. Decision of shareholders’ AGM.
2. Publication in the official journal.
3. Settlement of debts (taxes, contributions, suppliers).
4. Closing balance filed at GDT.
5. MoC removal.

Count 3 to 6 months and USD 1,000-2,000 in firm fees. Many expats leave the company “dormant” without liquidating it — frequent mistake: the patent remains due each year as long as the company is not removed.