Sole Proprietorship in Cambodia
Setting up a sole proprietorship in Cambodia — capital, MoC registration, taxation, limits for foreigners and annual patent tax.
- Cost
- 200 USD – 500 USD MoC fees + GDT (annual patent tax) + initial filings
- Duration
- 5 to 10 business days
- Difficulty
- Moderate
- Reading
- 8 min
TL;DR
- No minimum capital, lightest setup (5 to 10 days via the MoC (Ministry of Commerce) single window).
- Unlimited liability: your personal assets are exposed to business debts.
- Reserved in practice to Cambodian nationals: foreigners are not eligible to a sole proprietorship except in rare sectoral cases.
Eligibility
Sole proprietorship is the simplest entity recognised by the Law on Commercial Enterprises 2005. A single owner trades in their own name.
Restrictions for foreigners:
- Foreigners are not eligible to a sole proprietorship for most commercial activities. The registrationservices.gov.kh portal lays out the eligibility conditions by nationality and sector.
- The rare cases where it’s allowed: very specific liberal professions, or via a prefectoral authorisation.
- In practice: a foreigner who wants to operate alone picks a Single Member Co. Ltd. instead.
Standard conditions:
- Be of legal age (18+).
- Hold a Cambodian address (registered sangkat) for the seat.
- Not be under a management ban.
Cost and duration
- MoC fees: ~USD 100 (initial registration)
- GDT registration: ~USD 50 + stamp duties
- Annual patent tax ( Patente (Patent Tax) ): 400,000 to 5,000,000 KHR/year depending on turnover
- Total at launch: ~USD 200 to 500 if you use a firm
- Lead time: 5 to 10 business days via CamDX
How to do it
- Check eligibility on registrationservices.gov.kh — confirm your nationality and activity allow this form.
- Reserve the trade name with MoC (24-48 h validation).
- File the dossier via the FM-BR portal (One-stop Business Registration).
- Get the MoC certificate + registration number.
- Register with GDT (Tax Identification Number, initial tax form).
- Pay the patent tax for the current year to GDT.
- Open a business bank account (KH-based, separate from your personal account).
Documents required
- Cambodian ID card (or passport + residence permit for eligible foreign cases)
- Proof of business address (commercial lease, ownership deed or owner’s authorisation)
- Recent photo
- Filing fees in cash or by wire
Renewal
The sole proprietorship has no fixed term — it lives as long as you trade. Annual obligations:
- Patent tax payable by 31 March each year
- VAT filings (monthly if turnover > threshold) and income tax (annual)
- MoC update for any change of address, activity or cessation
Common pitfalls
FAQ
Can a foreigner set up a sole proprietorship in Cambodia?
Almost never. The form is reserved for Cambodian nationals for most activities. A few rare sectors admit foreigners via specific authorisation. For most cases, pick a Co. Ltd. or Single Member Co. Ltd. instead.
What’s the difference from a Single Member Co. Ltd.?
A sole proprietorship is operated in your own name (unlimited liability), a Single Member Co. Ltd. is a separate legal entity (liability limited to your contribution). For a foreigner, the Single Member Co. Ltd. is almost always the better fit.
Is there a minimum capital?
No. That’s one of its rare advantages. The trade-off is unlimited personal liability on all your assets.
How much is the annual patent tax?
Between 400,000 KHR (~USD 100) for the smallest activities and 5,000,000 KHR (~USD 1,250) for the largest turnovers. See the patent tax guide for detailed bands.
What accounting obligations apply?
A receipts/expenses ledger, monthly VAT filings if turnover exceeds the threshold, and an annual income tax return (treated as the owner’s personal income).
Sources (3)
Every fact in this guide comes from official documents or government sites. An access date is recorded for each source.