OVERVIEW OF PRAKAS ON THE SIMPLIFICATION OF BUSINESS REGISTRATION PHASE 2

With the aim of further simplifying the second phase of business registration, the Ministry of Commerce (“MOC”) has issued Prakas No. 044 dated 26 May 2026 to streamline the procedure related to business registration. This new Prakas continues the simplification and modernization efforts through the information technology system established under Prakas No. 117 dated 9 December 2025 on the Simplification of Business Registration. The key reforms introduced by this Prakas include:

1- Business Enterprise Form Designation

The legal form of a business enterprise shall be clearly indicated in its registered name in accordance with applicable law. Sole Proprietorships, local branches, foreign company branches, and representative offices of foreign Companies or commercial relations offices must display their respective identifiers before or above the main business name. General Partnership (“G.P.”), Limited Partnership (“L.P.”), Private Limited Company (“Ltd.”), and Public Limited Company (“Plc.”) must include their legal form designation or permitted abbreviation after or below the main business name.

2- Business Objectives and Memorandum and Articles of Association

Business Objective: Applicants are free to select their business objective, except for activities listed in Appendix 1 of this Prakas, which require prior approval from the relevant company authority.

Memorandum and Articles of Association: Business registration must be completed online through the registration portal www.registrationservices.gov.kh. Applicants may use the standard template of the Memorandum and Articles of Association (“MAA”) provided in Appendix 2 of this Prakas. Physical submission of MAA is no longer required, as verification of fling is conducted electronically through verify.gov.kh. Any amendments to the company information should be made only on the final page of the MAA.

3- Local Branches Registration

A parent company registered in the Kingdom of Cambodia may establish one or more local branches. The parent company remains liable for the activities and obligations of its branches. The required branch registration documents must be submitted electronically through information technology system, and the application and authorization documents may be signed by a single director. Notably, change to the head of a local branch no longer require notification to the MOC.

4- Filing of Company Secretary Information

Limited Liability Companies are required to appoint one or more company secretaries and file their information electronically through the MOC’s information technology system at no cost. The required information includes the company secretary’s identification card or passport, current residential address in Cambodia, and contact details. Any natural person may be appointed as a company secretary, except whose position or function incompatibility with the role. No security deposit is required for the performance of the role of company secretary.

5- Filing of Annual Declaration of Commercial Enterprise

All companies, foreign company branches, and representative offices registered with the MOC are required to submit Annual Declaration of Commercial Enterprise (“ADCE”) through the website www.registrationservices.gov.kh, with the applicable filing fees paid via electronic banking services. Filing is permitted within the three-months preceding the business registration anniversary date, with an additional 15-day grace period available following the anniversary date.

6- Providing a Username and Password Account to Manage Company Information

The MOC has establish a working group to address request from the private sector relating to business registration work to facilitate registered companies in requesting updates to their annual filing through the information technology system and in recovering usernames and passwords that have been lost or were not properly updated by the prescribed deadline, thereby enabling access to and management of existing company accounts. Requests may be submitted by the company secretary or an authorized representative of the company. No board resolution is required for such authorization, and an authorization letter may be issued by the Chairman of the Board of Directors or the Chief Executive Officer (“CEO”). Request for account access credentials can be submitted through the MOC’s public relations hotline at 1266.

7- Company Dissolution and Deregistration from the Commercial Register

Companies seeking dissolution and deregistration from the commercial register must first submit a declaration of intent to dissolve, supported by a shareholders’ resolution. The MOC will then issue an electronic certificate of intent to dissolve. To complete the dissolution and deregistration process, companies must submit the prescribed application, Certificate of Tax Situation, liquidation and dissolution report, annual closing report, liquidator appointment letter, and any additional tax invoices relating to outstanding penalties, if applicable. Businesspersons, shareholders, and directors are responsible for ensuring that all information, supporting documents, and electronic submissions are accurate, complete, and authentic.

Note: This content is provided for general informational purposes only and shall not construed as legal, tax, or professional advice. Please consult a qualified legal or tax professional for advice specific to your circumstances.