Introduction
On 9 December 2025, the Ministry of Commerce of the Kingdom of Cambodia (“MOC“) issued Prakas No. 117 MOC.BRD.PrK on the Simplification of Commercial Registration (“Prakas“) effective from 8 January 2026 onwards. The Prakas introduces significant reforms aimed at streamlining and modernising the commercial registration framework to ensure effectiveness, ease of use, and enhanced procedures.
Key Features
This Update highlights the key features outlined under the Prakas.
- Corporate Names Using “Group” or “Holding”
The Prakas restates MOC’s existing criteria for limited companies wishing to use the term “Group” or “Holding” in their names, requiring such companies to: (i) have at least three registered subsidiaries; (ii) hold at least 51% of voting rights in the subsidiaries; and (iii) have a business objective as a holding company (applicable for “Holding” only).
The recognition of the above terms or any other similar terms in corporate names of limited companies is subject to the approval of MOC.
- Updated Requirements for Registration and Amendments of Entities
The Prakas sets out key developments in the requirements for registration of new commercial entities, as well as re-registration or amendments in existing registered entities, include the following:
- Corporate documents of foreign corporate shareholders, principal/parent companies or partners can be notarised or certified by a Cambodian notary public or embassy/consulate to Cambodia or a foreign chamber of commerce recognised by MOC;
- To combat cyber laundering, entities are required to conduct individual background checks on incoming directors or shareholders via a third-party due diligence platform;
- Entities may use digital signatures in the required application documents;
- Entities may use the lodged memorandum and articles of association or partnership agreement without any authentication through gov.kh (the Cambodian official platform for document verification); and
- Specifically for the transfer of shares where corporate shareholders are transferees or transferors in the transaction, the fulfilment of the transfer process can also be made online before MOC’s officers.
- Registration of Local Branches
Although the application for registration of local branches is currently required to be submitted in person submission through the Commercial Registration Bureau of MOC and the One Window Office of MOC, the registration of local branches is expected to move to an online platform. This is based on a Video on the Simplification and Modernisation of Public Services for Commercial Registration published by MOC’s social media.
- Liquidation and Dissolution
Among other required documents for the liquidation and dissolution of a commercial entity with the commercial registrar, MOC now requires that a qualified auditor licensed by the Accounting and Auditing Regulator of the Non-Banking Financial Services must be appointed to sign off on a liquidation report.
- Company Secretary
The Prakas reemphasises the requirement for limited companies to appoint one or more company secretaries for receiving and maintaining official documents of companies. The Prakas further lists down the qualifications for company secretaries, applicable to both individuals and legal entities, as follows:
| No. | Individual | Legal Entity |
|---|---|---|
| 1. | Bachelor's degree or an upper degree in law, economics, finance, commerce, accounting, or other equivalent major | Registered entity in Cambodia that provides company secretary services, such as a law firm, law office, auditing firm, accounting firm, or other equivalent firms |
| 2. | At least two years of working experience in law, economics, finance, commerce, accounting, or equivalent | Representative of the legal entity (individual secretary) is recognised by MOC |
| 3. | Permanent residence in Cambodia | - |
| 4. | Guarantee deposit of KHR4,000,000 (approx. US$1,000) | Guarantee deposit of KHR40,000,000 (approx. US$10,000) |
| 5. | Obtained company secretary training from MOC | |
| 6. | Accredited as a company secretary by MOC | |
Under the Prakas, the obligations and duties of the company secretary include (i) reviewing annual financial statements; and (ii) providing information and clarification on the accounting books, financial statements, and other minutes of meetings following the company auditor’s request.
6. Annual Declaration of Commercial Enterprise (“ADCE”)
All limited companies, foreign branches and representative offices of foreign companies that are registered with MOC are obliged to file ADCE annually via the online system www.businessregistration.moc.gov.kh within three months prior to the anniversary of their commercial registration date or re-registration date with MOC. MOC provides an additional 15 days to file the ADCE for any entities that fail to do so within the aforementioned filing period. Failing to file the ADCE within the additional 15 days will subject the entities to a pecuniary penalty of KHR2,000,000 (approx. US$500) per year. The pecuniary penalty and filing fee will be multiplied by the number of years the entity fails to file the ADCE (if the entity fails to do so for more than one year.
It is noteworthy that, on 8 January 2026, MOC issued Announcement No. 0051 MOC.BRD on the Waiver of Penalty for Companies Failing to File ADCE, Limiting the Penalty to the One Last Year (“Announcement“), allowing entities that have failed to file the ADCE for multiple years to pay the pecuniary penalty for only the last year in which they have failed to do so, on the condition that such payment shall be paid to MOC within 60 working days from the date of the Announcement, and that the entity shall participate in the shareholder background check process to strengthen and support anti-money laundering efforts.
Under the Prakas, entities that fail to file the ADCE for three consecutive years will be considered as inactive companies. Shareholder(s) and director(s) of an inactive company will be placed on the alert list and will be prohibited from receiving any public services of MOC, including registration of commercial entities and filing for any corporate changes and amendments.
7. Administrative Complaints
The Prakas allows any individuals who are concerned that there will be a serious loss, loss of benefits, or violation of their rights to file complaints to MOC to prohibit share transfers or amendments.
The complaint prohibiting the transfer of shares or registration of amendments can be filed by any shareholder(s) of the company to prevent any share transfers or amendments based on the ruling of preservation relief, ruling of provisional attachment, any title of execution from competent authorities or a written complaint. If MOC determines that the complaint is justified, MOC will prevent such share transfers or amendments by placing them in the alert list as requested by the complainant.
If you have any queries on the above, please feel free to contact our team members, who will be happy to assist.
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