News & Insights

News & Insights

Registration & Change of Corporate Information for 2018

Due to the current trend of business registration of the Kingdom of Cambodia, all business operation must be registered via an online system platform of the Ministry of Commerce. This registration requirement also applies to the change of corporate information of the company that has been recorded in the system. Concerning the formality of amendment, the Ministry of Commerce issued a Prakas No. 142 PNCHB.Brk dated 03 June 2015 on the Formality and Procedure of Registration on the Change or Amendment of Enterprise (“Prakas No. 142”).

Under the Prakas No. 142, any amendment of the corporate information of the company or enterprise must be registered with the Ministry of Commerce (“MoC”). The requirement applies to the following changes:

  • Change the company or enterprise’s name;
  • Increase, decrease or change the purpose, objectives, or undertakings of the company;
  • Redistribute the number of shares in class with the changing of absolute and relative characteristics of any class of shares;
  • Change the dividend payable on any class of shares;
  • Increase its capital by creation new class of shares with its absolute and relative characteristics is superior or inferior the existing class of shares;
  • Decrease its stated capital by reduce the par value of any class or series of shares or authorized shares;
  • Change the duration of the existence of the company;
  • Change the Registered Office;
  • Change the quorum;
  • Add any provision, which is authorized by this law to be included in the articles;
  • Transfer or sell of shares as permitted by law.

The change shall be filed with the Ministry of Commerce no later than 15 (Fifteen) days after the meeting at which they were approved. Failure to do so will incur the company to penalty as set by MoC.

Annual Declaration of Commercial Enterprise (“ADCE”):

Every enterprise operates in Cambodia shall file ADCE with MoC. ADCE is an annual obligation of the companies or enterprises to update its corporate information to MoC. According to the Prakas No. 107 PNCBP.Brk dated 05 April 2017 on Filing of Annual Declaration of Commercial Enterprise Via Online System (“Prakas No. 107”) and Notification No. 4354 dated 04 December 2018 on Filing of Annual Declaration of Commercial Enterprise Via Online System, every enterprise either in form of private or public company, branch, or representative office must file ADCE through an online system:
www.businessregistration.moc.gov.kh once a year.

The ADCE shall be completed and submitted within 03 months from the date of registration or the date of re-registration on the MoC’s online system. According to the actual Prakas on public service fees, failure to file ADCE within the due date will incur penalty in amount of KHR2,000,000 (=~USD500).

MOC-Authorized Representative in Company Registration

MoC has issued a Prakas No. 258 PNCBP.BrK dated 01 November 2017 on the Recognition of Authorized Representative in Business Registration (“Business Registration Agent”) and Custom Officer (“CO”). According to the said Prakas, only the Company Registration Agent who obtains license from MoC is eligible to do the company registration on client’s behalf.

To be qualified as the Company Registration Agent, interested candidates must apply, join, and pass special training organized by MoC. The first training has been concluded and only 47 candidates have passed the 1st batch as the Business Registration Agent.

Company Dissolution/Liquidation

A company may dissolve through court procedure or non-court procedure. A company can voluntarily dissolve if it has never issued any shares and it endures no property and liability. A voluntary dissolution must process with 02 main procedures: (1) Procedure of Intention to Dissolve the Company, and (2) Procedure of Dissolving the Company.

1. Procedure of Intention to Dissolve the Company

A company requires submitting the Statement of Intention and resolution to MoC for their review and approval. After obtaining approval from MoC, the company shall immediately commence the second procedure.

2. Procedure of Dissolving the Company

During this process, a company must appoint liquidator to clear its existing liability and allocate remaining assets to shareholders.

The company must stop carrying all of its business operation, except for actions necessary to the closure. It must immediately send notice of its intention of dissolving to all its known creditors, and publish a statement for 02 consecutive weeks in a newspaper.

After the liquidity is resolved, the company must prepare an article of dissolution to obtain the “Certificate of Dissolution”. Receiving the Certificate of Dissolution means the legal personality of a company is ceased and therefore the ongoing obligation is perished.


This information contained herein has been prepared for general informational purposes only and shall not constitute legal, accounting, tax, career or other professional advice of any kind. If you would like further information regarding the above or would like to discuss these issues, please contact us: info@hml.com.kh.

Registration & Change of Corporate Information for 2018


Due to the current trend of business registration of the Kingdom of Cambodia, all business operation must be registered via an online system platform of the Ministry of Commerce. This registration requirement also applies to the change of corporate information of the company that has been recorded in the system. Concerning the formality of amendment, the Ministry of Commerce issued a Prakas No. 142 PNCHB.Brk dated 03 June 2015 on the Formality and Procedure of Registration on the Change or Amendment of Enterprise (“Prakas No. 142”).

Under the Prakas No. 142, any amendment of the corporate information of the company or enterprise must be registered with the Ministry of Commerce (“MoC”). The requirement applies to the following changes:

  • Change the company or enterprise’s name;
  • Increase, decrease or change the purpose, objectives, or undertakings of the company;
  • Redistribute the number of shares in class with the changing of absolute and relative characteristics of any class of shares;
  • Change the dividend payable on any class of shares;
  • Increase its capital by creation new class of shares with its absolute and relative characteristics is superior or inferior the existing class of shares;
  • Decrease its stated capital by reduce the par value of any class or series of shares or authorized shares;
  • Change the duration of the existence of the company;
  • Change the Registered Office;
  • Change the quorum;
  • Add any provision, which is authorized by this law to be included in the articles;
  • Transfer or sell of shares as permitted by law.

The change shall be filed with the Ministry of Commerce no later than 15 (Fifteen) days after the meeting at which they were approved. Failure to do so will incur the company to penalty as set by MoC.

Annual Declaration of Commercial Enterprise (“ADCE”):

Every enterprise operates in Cambodia shall file ADCE with MoC. ADCE is an annual obligation of the companies or enterprises to update its corporate information to MoC. According to the Prakas No. 107 PNCBP.Brk dated 05 April 2017 on Filing of Annual Declaration of Commercial Enterprise Via Online System (“Prakas No. 107”) and Notification No. 4354 dated 04 December 2018 on Filing of Annual Declaration of Commercial Enterprise Via Online System, every enterprise either in form of private or public company, branch, or representative office must file ADCE through an online system:
www.businessregistration.moc.gov.kh once a year.

The ADCE shall be completed and submitted within 03 months from the date of registration or the date of re-registration on the MoC’s online system. According to the actual Prakas on public service fees, failure to file ADCE within the due date will incur penalty in amount of KHR2,000,000 (=~USD500).

MOC-Authorized Representative in Company Registration

MoC has issued a Prakas No. 258 PNCBP.BrK dated 01 November 2017 on the Recognition of Authorized Representative in Business Registration (“Business Registration Agent”) and Custom Officer (“CO”). According to the said Prakas, only the Company Registration Agent who obtains license from MoC is eligible to do the company registration on client’s behalf.

To be qualified as the Company Registration Agent, interested candidates must apply, join, and pass special training organized by MoC. The first training has been concluded and only 47 candidates have passed the 1st batch as the Business Registration Agent.

Company Dissolution/Liquidation

A company may dissolve through court procedure or non-court procedure. A company can voluntarily dissolve if it has never issued any shares and it endures no property and liability. A voluntary dissolution must process with 02 main procedures: (1) Procedure of Intention to Dissolve the Company, and (2) Procedure of Dissolving the Company.

1. Procedure of Intention to Dissolve the Company

A company requires submitting the Statement of Intention and resolution to MoC for their review and approval. After obtaining approval from MoC, the company shall immediately commence the second procedure.

2. Procedure of Dissolving the Company

During this process, a company must appoint liquidator to clear its existing liability and allocate remaining assets to shareholders.

The company must stop carrying all of its business operation, except for actions necessary to the closure. It must immediately send notice of its intention of dissolving to all its known creditors, and publish a statement for 02 consecutive weeks in a newspaper.

After the liquidity is resolved, the company must prepare an article of dissolution to obtain the “Certificate of Dissolution”. Receiving the Certificate of Dissolution means the legal personality of a company is ceased and therefore the ongoing obligation is perished.


This information contained herein has been prepared for general informational purposes only and shall not constitute legal, accounting, tax, career or other professional advice of any kind. If you would like further information regarding the above or would like to discuss these issues, please contact us: info@hml.com.kh.