Public Limited Company (PLC) in Cambodia

TL;DR

• Minimum capital identical to a Co. Ltd. (4,000,000 KHR / ~USD 1,000), but in practice much higher.
• Board of directors required (≥3 directors), external auditor required, annual general meeting.
• Reserved for large players: ~1% of expat companies. Skip it if you want a lightweight structure.

Eligibility

The PLC (Public Limited Company) (Public Limited Company, often called “société anonyme” by French speakers) is defined by articles 225 to 271 of the Law on Commercial Enterprises (LCE) 2005.

Shareholding:

• At least 2 shareholders, no upper limit (vs 30 for a Co. Ltd.)
• May issue shares to the public — listing on the Cambodia Securities Exchange (CSX) is possible
• No origin restriction (Cambodian or foreign, natural or legal person)

Capital:

• Legal minimum: 4,000,000 KHR (~USD 1,000)
• In practice: for a viable, credible PLC, aim for USD 10,000 minimum, often much more depending on sector
• Capital split into shares; ordinary, preference and multi-vote shares are possible

Governance:

• Board of directors of 3 directors minimum
• Chair of the board + general secretary
• Independent external auditor required (Cambodian licensed CPA)
• Annual general meeting required with formal convocation

Cost and duration

Lead time: 3 to 6 weeks, double that of a Co. Ltd. — more signatures, board approval, prospectus if a public offering is involved.

How to do it

1. Draft articles and a prospectus if a public offering is planned.
2. Form the board (≥3 directors with CVs and clean criminal records).
3. Appoint the external auditor (Cambodia-licensed CPA).
4. Reserve the trade name (MoC).
5. Open a “company in formation” account, block the capital.
6. File the FM-BR dossier + articles + board appointments + auditor appointment.
7. CSX listing if relevant: separate process with the Cambodia Securities Exchange, additional dossier.

Documents required

• Full articles (≥30 pages, more substantial than a Co. Ltd.)
• Director and chair CVs and criminal records
• Auditor engagement letter
• Capital bank attestation
• For CSX listing: prospectus, audited financials for 2-3 years, information memorandum

Renewal

Heavier annual obligations than a Co. Ltd.:

• AGM within 6 months of fiscal year-end
• Annual report signed by board + auditor
• Audited accounts published per Cambodia’s adopted IFRS (CIFRS)
• Patent tax and usual tax filings
• If listed: quarterly CSX reporting, disclosure of price-sensitive information

Common pitfalls

FAQ

Why pick a PLC over a Co. Ltd.?

Five cases justify a PLC: (1) raising capital from the public, (2) listing on CSX, (3) more than 30 shareholders expected, (4) governance plan with an independent board (typical for large NGOs and foundations), (5) institutional credibility (joint-venture with a major group). In every other case, the Co. Ltd. is sufficient.

What’s the corporate tax rate?

20% standard, same as a Co. Ltd. QIP exemption possible if the project meets the CDC criteria.

Is a Cambodian auditor required?

The external auditor must be a CPA licensed in Cambodia by the Kampuchea Institute of Certified Public Accountants and Auditors (KICPAA). All Big Four (PwC, EY, KPMG, Deloitte) are present in Phnom Penh.

Minimum directors?

3 directors on the board. A chair must be appointed among them. Directors can be foreigners.

Can a Co. Ltd. be converted to a PLC?

Yes, by shareholder resolution and amendment of the articles. The process is heavy (board appointment, auditor appointment, articles rewrite). Allow 4 to 8 weeks.

Any tax incentives specific to the PLC form?

None specific to the PLC form. The CDC QIP regimes apply equally to Co. Ltd. and PLC, depending on the project, not the structure.