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Company Establishment Process

1. Commercial Company
 
A commercial company is a normal company established at the MoC and is not entitled to any specific investment incentives or Qualified Investment Project (‘’QIP’’) status.
 
The application for the registration of such a company shall be submitted to the Commercial Registration Department of the MoC with supporting documents. The completion of the registration takes approximately 7 to 15 days in Phnom Penh and 15 to 21 days in the provinces. If approved, the MoC provides the applicant with a Letter of Approval as well as a Certificate of Incorporation and other relevant documents.
 
Within 15 days from the date of the completion registration at the MoC, the company is required to register at the relevant office of the Tax Department. The company is then provided with a Patent Tax Certificate, VAT Certificate and Official letter from the relevant tax office confirming the tax registration, which includes the Tax Identification Number (TIN).  As a matter of practice, the VAT registration is undertaken at the same time as the Tax Registration above. This tax registration process takes approximately 15 to 21 days.
 
In addition to the above registration and before the commencement of the business operations, the company must notify the local authority (the Sangkat/Commune Office), to obtain the Letter of Confirmation of its business address and submit this letter to the Phnom Penh Municipal Hall (or Provincial Hall) in which the office is located, for approval to use the address as the registered office and erect a signboard of the company. This process takes approximately 4 to 6 weeks.
 
Labor Law requires any business operating and employing staff in Cambodia to register with the General Department of Labor of the Ministry of Labor and Vocational Training (“MLVT) within:
 
30 days of the commencement of its business operations, if the business employs less than 8 people and does not use machinery; or 15 days before the commencement of its business operations, if the business employs more than 8 people.
 
2. Investment Company
 
An investment company is required to establish and register at both the MoC and the CDC.  It is the same as a commercial company but it has QIP status and is therefore entitled to some or all of the investment incentives and guarantees (see below).
 
The CDC is appointed by the Royal Government of Cambodia (“RGC”) to act on its behalf to encourage foreign investors to Cambodia through the operation of a “One-Stop Shop” department called the "Cambodian Investment Board" (“CIB”). The CIB examines investment proposals and issues approvals for QIPs.
 
A company wishing to obtain a QIP needs to submit an investment proposal to the CIB of the CDC in the form and according to the procedures provided in the relevant law and regulations. Within 3 working days of the CDC’s receipt of the investment proposal, the CDC shall issue to the company either:
 
a Conditional Registration Certificate, which is the in-principal approval from the CDC of the submitted investment proposal; or a Letter of Non-Compliance if the investment proposal is not accepted.
 
The Conditional Registration Certificate confirms the investment incentives that the QIP is entitled to and also specifies the approvals, authorizations, clearances, licenses, permits or registrations required for the QIP's operation, as well as the obligations of those government entities to issue such approvals, clearances, licenses, permits or registrations to the QIP. This includes the commercial registration process of the QIP company with the MoC and the Tax Department.
 
Within 28 working days of the issuance of the Conditional Registration Certificate, the CDC shall issue the Final Registration Certificate confirming its granting of the QIP status to the applicant. The estimated time to obtain the QIP status is approximately 31 working days. The date of issue of the Final Registration Certificate is the date of commencement of the QIP.
 
Alternatively, investors can also choose to start their business with a commercial company and apply for a QIP at a later stage.