A Cambodia limited liability (LL)  company is the most popular form of foreign investment in Cambodia, particularly for closely held companies. Limited liability companies have a validity period of 99 years and allow foreign investors to engage in all form of legal business activity. The 2 types of LLs companies found in Cambodia are (i) private limited company and (ii) public limited company. However, despite new laws introduced in 2006 to encourage foreign investment, entrepreneurs should be prepared for inconsistent regulations, bureaucratic challenges and licensing delays. The following information will help you determine whether this option is the optimum corporate structure to fulfill your business objectives.

A LL company offers international entrepreneurs good access to local Cambodian markets while retaining full control of their business.

Private limited companies are allowed to engage in all form of legal business activity in Cambodia. In addition, the shareholders’ liability in such a company is technically limited to the amount of capital contribution, which at minimum, must be 20 million Riels.

The minimum capital requirement for a Cambodian limited liability company is at an issued and paid up capital of 20 million riels at a par value per share, which must be paid either fully in cash or with non-cash items before the company can be incorporated

A limited liability company is required to have a minimum of 2 shareholders, up to a maximum of 30 shareholders. While both shareholders and outsiders may be appointed as directors, a director need not necessarily have to be shareholders and are considered as special employees.

Two or more companies may merge into one company or may consolidate to form a new company; however the legal personality of the constituent company will cease to exist. 

For a Cambodian limited liability company, third parties are required to seek the prior written consent of the majority of the shareholders who must represent at least 75% of the capital of the company, before being allowed to transfer shares. The company may not offer its shares to the public and also has one or more restrictions on the transfer of each class of its shares.

The minimum issued and paid up capital is 20 million riels at a par value per share of at least 20,000 riels. The shares must be completely paid up in full and distributed. Issued capital must be fully paid in cash or with non-cash items before the company can be incorporated.

Unless they plan to purchase land, companies may be 100% foreign owned. Normally, at least two shareholders are required, but it is possible to create a company with a single shareholder. In this case, one person forms a company called a single-member private limited company. The requirements of a single-member private limited company are the same as those for a private limited company except for the relationship between shareholders.

Certain types of businesses need permission from the Ministry in charge of their industry before incorporation with the MOC is allowed.

Although foreign-owned enterprises are eligible to engage in import-export activities as required by their investment or production activities, however they are not allowed to import or export for the sole purpose of resale without transformation.

Our fees for a limited liability company in Year 1 range from US$11,000 to US$21,000 depending on the corporate structure chosen and the range of professional services required from Healy Consultants. These fees include i) government License fees ii) virtual office fees iii) corporate bank account opening and iv) residence and employment visas.