Single Member Private Limited Company in Cambodia
The Cambodian Single Member Private Limited Company — one shareholder, limited liability. Ideal for an expat freelancer or consultant.
- Cost
- 700 USD – 2 000 USD MoC fees ~USD 400 + GDT + firm USD 300-1500
- Duration
- 8 to 15 business days via CamDX
- Difficulty
- Moderate
- Reading
- 7 min
TL;DR
- Single-shareholder variant of the Co. Ltd. — all other rules apply.
- Minimum capital 4,000,000 KHR (~USD 1,000), liability limited to the contribution.
- Typical choice for an expat freelancer or consultant who wants a protective legal entity without finding a second shareholder.
Eligibility
The SARL (Single Member Private Limited Company) is defined by articles 196 to 199 of the Law on Commercial Enterprises (LCE) 2005. Officially called Single Member Private Limited Company, French speakers also call it “SARL unipersonnelle” by analogy with the French EURL.
Shareholding:
- One shareholder only (natural or legal person)
- Cambodian or foreign — same sector restrictions as a regular Co. Ltd. (land, press, telecoms)
- That sole shareholder can also be the director (both hats permitted)
Capital:
- Minimum 4,000,000 KHR (~USD 1,000), paid up at incorporation
- Shares of at least 4,000 KHR each
Management:
- One or more directors appointed by the sole shareholder
- The shareholder can be the sole director — the most common setup
Cost and duration
| Item | Amount |
|---|---|
| Name reservation (MoC) | ~USD 20 |
| MoC fees | ~USD 400 |
| GDT registration (TIN + patent) | ~USD 50 |
| Signage permit | ~USD 50 |
| Law firm (optional but advised) | USD 300 to 1,500 |
| Total | USD 700 to 2,000 |
Lead time: 8 to 15 business days via FM-BR — usually faster than a regular Co. Ltd. because fewer signatures to coordinate.
How to do it
- Check your eligibility on registrationservices.gov.kh.
- Draft articles expressly stating the single-member nature.
- Reserve the trade name.
- Open a “company in formation” account to block the capital.
- File the FM-BR dossier (MoC + GDT + MLVT in one flow).
- Collect the MoC certificate + TIN + patent number.
- Activate the permanent current account.
Documents required
- Shareholder-director passport / ID
- Signed articles (single member shareholding clearly stated)
- Proof of seat address
- Capital bank attestation
- ID photos
Renewal
Same annual obligations as a regular Co. Ltd.:
- Patent tax ( Patente (Patent Tax) ) by 31 March
- MoC annual declaration
- Annual GDT accounts (corporate income tax 20%)
- Monthly VAT if turnover > threshold
- NSSF if you have employees
Common pitfalls
FAQ
How is it different from a sole proprietorship?
A sole proprietorship is operated in your own name (unlimited liability, no legal entity). The Single Member Co. Ltd. is a company (separate legal entity, liability capped at the contribution). For a foreigner, the Single Member Co. Ltd. is almost always preferable.
How is it different from a regular Co. Ltd.?
No substantive difference — same rights, same obligations. The only difference: one shareholder instead of 2 to 30. A few specific rules on decision-making (recorded in writing, no AGM).
Do you need to be resident in Cambodia?
No. A non-resident foreigner can incorporate a Single Member Co. Ltd., but will be subject to 14% withholding tax on dividends paid out. For a possible exemption under a tax treaty, see tax residence.
How do you pay yourself?
Three channels: (1) salary (progressive TOS tax, NSSF contributions), (2) dividends (14%/20% withholding), (3) expense reimbursements (untaxed if substantiated). The optimal mix depends on your personal and home-country tax situation.
Can you switch from a Single Member Co. Ltd. to a regular Co. Ltd.?
Yes. Adding a shareholder = automatic switch to the multi-shareholder Co. Ltd. regime. Simple MoC step (articles amendment, share transfer declaration).
Does the Single Member form carry any tax disadvantage?
None compared to a regular Co. Ltd. Same corporate tax rate (20%), same VAT obligations, same QIP incentives if eligible.
Sources (3)
Every fact in this guide comes from official documents or government sites. An access date is recorded for each source.