Malaysia Hotline : +603-2141 8908
Cambodia is one of the ASEAN members which is located in the southern portion of the Indo-China
Peninsula in Southeast Asia. It is 181,035
square kilometres in area, bordered by Thailand to the northwest, Laos to the
northeast, Vietnam to the east and the Gulf of Thailand to the southwest.
The
economy of Cambodia at present follows an open market economy and has seen
rapid economic progress in the last decade. Cambodia had a GDP of $24,572
million in 2018. Per capita income, although rapidly increasing, is low
compared with most neighbouring countries. Nonetheless, Cambodia continues to
attract investors because of its low wages, plentiful labour, proximity to
Asian raw materials, and favourable tax treatment.
So
now, if you are considering starting a new business in Cambodia, Tannet will assist
you with incorporating the optimal Cambodia business entity for your business
need. Usually, the foreign investors willing to start a company in Cambodia are
setting up limited liability companies as public limited companies can only be
used to establish a bank or a financial institution. Alternatively, foreign
corporations can also register a branch in Cambodia or a representative office
if they only want to conduct non-commercial operations.
1. Register a Limited Liability Company in Cambodia
A
Limited Liability Company offers limited liability for you and your
shareholders, which can number up to 30. This classification shall protect you
from personal liability for any debts that the business may incur, as it has
its own distinct legal identity and exists independently of its shareholders.
The
three types of limited liability companies available are:
a) Private Limited Company
A
Private Limited Company is a form of limited company that may have from 2 to 30
shareholders.
b) Single Member Limited Company
When
a Private Limited Company is established by one person, it is known as a
“Single Member Limited Company.”
c) Public Limited Company
A
Public Limited Company (PLC) is possible also, now that the Cambodian Stock
Exchange is operative. A PLC is authorised by law to issue securities (shares)
to the public. Before your company can be considered for flotation on the stock
exchange, you must show it adheres to various financial and accounting
standards, and demonstrate that it has set out the corporate structure in a
memorandum and articles of association.
2. The Company's
Shareholders, Directors and Company Secretary
A private limited company can
have up to 30 shareholders. If a limited liability company has only one
shareholder, it is registered as a single member private limited company. If a
new shareholder is added, the registration can be modified.
3. Registered Capital
Although
in law the minimum capital requirement of Private Limited is USD1,000, the
Ministry of Commerce in practice requires USD1,300 as a minimum, and
furthermore the Tax Department and Stock generally requires at least USD5,000
in minimum capital. In the Articles of Association, despite the initial
requirement of only USD1,300 needed to fulfil the bank confirmation letter
requirement for the Ministry of Commerce but it is generally recommended to
register USD5,000 to avoid stamp duty on subsequent capital increases.
4. Registered Address
To
setup the company in Cambodia, proof of address must be submitted. In most
cases a copy of a lease agreement is submitted, though a utility bill or land
title is usually acceptable. Tannet can provide with such an
address.
5. Business Scope of Cambodia
Company
In general, the business scope
has no specific requirements, and enterprises can engage in various business
activities according to law and enjoy the same treatment in domestic enterprises.
6. Bank Account Opening
Before you start signing up for
a company, opening a business bank account with a domestic bank is required.
For a private limited company, the initial investment capital will need to be
deposited and proof thereof submitted to the Tax Department is no less than USD
1,500. However, the deposit is able to be Withdrawal. Tannet will assisting you
liaise with local banker for open a domestic bank account.
7. Tax Registration
Once the company is finally
registered with the Ministry of Commerce (which means the company registration
certificate is in hand), the tax registration application must be submitted to
the Tax Administration within 2 (TWO)
weeks. The Memorandum and Articles of Association as well as the company's
original registration and bank statement, need to be submitted. Registration
can be done in person at the GDT office or online through e-Tax service.
The
GDT will register the business for value added tax, and will issue a taxpayer
identification number, which identifies the company to the tax authorities and
must be included in every invoice. The patent tax will also need to be paid at
this time.
At the end of the process, the
company will receive a taxpayer ID card, a VAT certificate and a certificate of
patent tax for the current year.
8. Tax Return
The economic and financial
sector requires each company in Cambodia to obtain taxpayer identification
number in the tax department within 14 days of business development. The
company must do business registration tax, profit tax (1%-20%) and 10% VAT fee
every year. Every company must file tax returns on a monthly and annual basis.
The monthly tax return reports its monthly income and will be paid on the 15th
of the following month. The annual tax return is subject to income tax and will
be paid on March 31 of the following year.
9. Registration Process of
Cambodia Company
Site selection and
establishment of company name - preparation of documents - registration of the
Ministry of Commerce - opening a bank account - tax registration
10. Processing Time
It takes 5-7 working days to
collect the license, and the tax registration takes one month.
11. Information Required
a)
Offices and branches:
Application form, copy of
certified parent company charter, certified parent company registration
certificate, letter of appointment of director/manager appointed by parent
company, photo of director/manager, signature copy of director/manager
passport/ID card.
b)
Private Limited:
Provide shareholders / directors’
photo and identity information.
c) If the Limited Company is partially
or wholly foreign:
A copy of the certified parent
company's charter, a certified parent company's registered capital, a letter of
appointment from the parent company's shareholder's representative, and a photo
of the shareholder's representative and identity information
Remarks:
1.
If the submitted documents are not in English, they must be translated into
English and submitted
together.
2.
The processing time begins on the date of delivery of the full payment and the
submission of the information.
12. Documents Received After
Registration
a) Copy
of the company chart in the form of a notarization confirmation
b) License
of the registered company
c) Engraved
seal of the registered company
d) Corporate
income tax registration tax certificate, etc.
Contact us :
If you have further queries, please contact Tannet Malaysia hotline：603-21418908 / Wechat ID: tannetmy01 or Email: mytannet@gmail.com
TANNET GROUP : http://www.tannet-group.net, http://en.tannet.com.my