LLP is an alternative corporate business form that gives the benefits of limited liability of a company and the flexibility of a partnership. The LLP can continue its existence irrespective of changes in partners. It is capable of entering into contracts and holding property in its own name. The LLP is a separate legal entity, is liable to the full extent of its assets but liability of the partners is limited to their agreed contribution in the LLP. Further, no partner is liable on account of the independent or un-authorized actions of other partners, thus individual partners are shielded from joint liability created by another partner’s wrongful business decisions or misconduct. Mutual rights and duties of the partners within a LLP are governed by an agreement between the partners or between the partners and the LLP as the case may be. The LLP, however, is not relieved of the liability for its other obligations as a separate entity. Since LLP contains elements of both ‘a corporate structure’ as well as ‘a partnership firm structure’ LLP is called a hybrid between a company and a partnership.

Company Registration in Cambodia |

Overview of Company Registration in Cambodia

Between Vietnam, Laos, and Thailand, Cambodia is situated in the South East Asian region. This nation is well-known for its religious and cultural traditions. One of the oldest and biggest religious complexes in the world is the well-known temple of Angkor Watt. The Khmer Empire was in power when this temple was constructed. It is advantageous for an entrepreneur to run a business in Cambodia because of all the aforementioned factors. An investor must therefore register a corporation in Cambodia.

Overview

Forestry, agriculture, and tourism are the country's three main industries. Over 4 million tourists visited the nation in 2014. In addition to this, Cambodia's textile and apparel industries are flourishing. Clothing and textile exports generate significant money for Cambodia.
It is simple to register a company in Cambodia because there must be a minimum of two shareholders and one director. A foreigner does not need to be physically present in Cambodia to incorporate a business. As a result, doing business in Cambodia is relatively easy. One of the key industries that draws visitors from all around the world is tourism. In actuality, the GDP as a whole has been boosted by around 10% by tourism. The government has created the concept of eco-tourism, which draws more tourists from abroad, to encourage sustainable growth. An investor should take into account all of the aforementioned aspects before registering a company in Cambodia.
The government has launched a program involving Qualified Investment Projects (QIP). Under this program, resident businesses in Cambodia are eligible for a number of benefits, including a nine-year corporate tax exemption as well as duty-free subsidies on goods and other items. In addition, depreciation of up to 35% is permitted on the value of new assets and equipment.

Advantages of Cambodian Company Registration

The advantages of registering a company in Cambodia are as follows:

Tourism sector- The majority of revenue going into the GDP in Cambodia comes from the burgeoning tourism industry. In actuality, the GDP as a whole has been boosted by around 10% by tourism. In order to encourage sustainable development, The government has created the idea of eco-tourism, which draws more tourists from abroad. Tourism and other related industries account for more than 10% of the nation's GDP.

Agricultural industry- The agriculture industry is another one that is concentrated in Cambodia. In this nation, agricultural crops such rice, corn, sugarcane, coconuts, and cassava are farmed. The cultivation of these crops increases Cambodia's ability to generate income.

Government Program- The government has launched a program involving Qualified Investment Projects (QIP). Under this program, resident businesses in Cambodia are eligible for a number of benefits, including a nine-year corporate tax exemption as well as duty-free subsidies on goods and other items. In addition, depreciation is permitted up to 35% of the cost of new equipment and assets.

Different Traditions and Cultures- The varied culture and traditions of Cambodia are well-known. One of the oldest and biggest religious complexes in the world is the well-known temple of Angkor Watt. The Khmer Empire was in power when this temple was constructed. This draws travelers from around the world.

Oil and Gas Reserves- One of the most intriguing facts for the growth of tourism in Cambodia is the existence of old oil and gas reserves. As a result, an investor must register a corporation in Cambodia.

Structures of Companies that may be Registered in Cambodia

The following legal forms of business are acceptable in Cambodia for the registration of companies:

Limited Liability Companies- This type of organization has a maximum liability of the initial investment. The shareholders are not personally liable. The most common type of business structure in Cambodia is this kind of entity. KHR 4 million is the required minimum capital to form this type of organization (about USD 1,000). Usually, the Council for the Development of Cambodia accepts an investment made by a foreign investor (CDC). The needs of the members and directors determine how adaptable this sort of company organization is. Three different types of limited liability companies are as follows:
1. Personal LLC

2. Private LLC
3. LLC with one member.

Branch Office- A branch office is only an overseas parent company's extension. The branch office's responsibility would belong to the foreign parent corporation. The concept of a distinct legal entity does not exist. This type of entity's foreign parent business would be responsible for any liabilities. In Cambodia, branch office activities are typically subject to taxation.

Representative Office- A representative office is only the overseas parent company's extension. This type of organization represents the foreign parent locally. The primary benefit of establishing this kind of firm is quick clearance from the government. Aside from this, there are no taxes on any profitable activities in Cambodia.

Minimum Requirements for Cambodian Company Registration

For the purpose of registering a business in Cambodia, the following requirements must be met:

Agent- To conduct the activities in Cambodia, the Company must choose an agent. The partnership or firm must be represented by this agent when doing business. The agent must be a natural person (competent person) who resides in Cambodia.

Registered Business Address- To conduct business, the Company needs a physical registered office. One of the prerequisites for registering a company in Cambodia is this.

Keep records- According to the requirements of the Law on Commercial Enterprises, all businesses are required to keep records at their registered location. The following documents must be kept up to date:
1. Maintain accounts annually
2. Resolutions
3. Meeting records, minutes
4. Copies of all notices posted about the business.
5. The incorporation documents.

Using a Khmer name- A Khmer name must be used by the applicant when applying for a Cambodian company registration. The name in Khmer must also be published if the applicant is a foreign business and wishes to have it displayed in another language. The Khmer name needs to be bigger than the English name. The name must appear in Khmer on all firm correspondence including official letterheads.

Company Secretary- To handle all company-related requirements, the Company must designate a company secretary.

How to Register a Company in Cambodia

The steps below must be used in order to register a corporation in Cambodia:

Online Information Form- An applicant for a corporation registration in Cambodia must comply with Article 5 of the Sub decree of Business Registration through Information Technology System. The system must then be updated with all attachments. The applicant may also request that a representative complete the online form on their behalf.

Online Records- For the purpose of business registration, all data must be submitted electronically. To finish the business registration, this must be done in electronic format and sent to the appropriate ministries. In the event that inaccurate information is submitted, the ministry shall inform the applicant accordingly.

Examining the Application- According to Article 8, the ministry will consider the application after receiving it. The application would be received by the ministry after three business days. Unless there are contradictions with the submission, the applicant would then receive the certificate from the Ministry of Commerce. The certificate would be made available digitally. The same can be printed out if the applicant wants a physical copy of it.

Registration of Taxes- The Ministry of Tax and Ministry of Finance would verify the applicant's submitted documentation after the Ministry of Commerce issues the certificate. Following this, the applicant would receive digital tax registration authorization. The applicant would also receive a patent certificate, a tax registration certificate (VAT, or value added tax), and a tax registration identity card.

Bank Account details- The applicant must submit the corporate bank account details to the tax registration certificate after 15 working days (value added tax-VAT), identity document for tax registration.

The Ministry of Labor is reviewing- After the applicant obtains the Business Registration and Tax Registration, the Ministry of Labour and Vocational Training will assess the entire procedure. The applicant for a Cambodian company registration would receive an administrative number from this ministry. A sign that the company is legitimate would be the administrative number. It would take one working day to complete this. If the aforementioned tasks aren't completed in a single day, the business is considered to have begun.

Cambodian Development Council (CDC)- After 20 days, the CDC would confirm the legitimacy of the evidence if the project was not on the negative list.

Requirements for Cambodian Company Registration

A firm in Cambodia is required to adhere to the following regulations:

Governing Body Meeting- Meetings of the Board of Directors shall be held at least quarterly. This would apply to all Cambodian businesses.

Submission of Annual Declaration- Every year, the corporation must submit its annual declaration. This would be provided to the Ministry of Commerce (MOC) showing the company's status.

Financial Statements- The MOC standards must be followed for publishing annual financial statements. 21 days before the shareholders meeting, this must be done.

Rate of Corporate Tax- The business tax rate is 20%. The rate for oil and gas firms is 30%.

Documents Needed

The lease for the property

Articles of Association

Memorandum of Association

Directors' passport information and visas

Directors’ photographs ( which are not older than three months)

Licenses issued by the relevant ministries

Letter of Appointment of the Director for the Branch Office and Representative Office

How to contact Estabizz for Cambodian Company Registration

Fill the form.

Get a call back.

Submit the required documents.

Track the progress of your application.

Get the expected results.

FAQs

Concept of LLP

LLP is an alternative corporate business form that gives the benefits of limited liability of a company and the flexibility of a partnership.
The LLP can continue its existence irrespective of changes in partners. It is capable of entering into contracts and holding property in its own name.
The LLP is a separate legal entity, is liable to the full extent of its assets but liability of the partners is limited to their agreed contribution in the LLP.
Further, no partner is liable on account of the independent or un-authorized actions of other partners, thus individual partners are shielded from joint liability created by another partner’s wrongful business decisions or misconduct.
Mutual rights and duties of the partners within a LLP are governed by an agreement between the partners or between the partners and the LLP as the case may be. The LLP, however, is not relieved of the liability for its other obligations as a separate entity.

Since LLP contains elements of both ‘a corporate structure’ as well as ‘a partnership firm structure’ LLP is called a hybrid between a company and a partnership.

Structure of LLP

LLP shall be a body corporate and a legal entity separate from its partners. It will have perpetual succession.

Advantages of LLP

LLP form is a form of business model which:

(i) is organized and operates on the basis of an agreement.

(ii) provides flexibility without imposing detailed legal and procedural requirements

(iii) enables professional/technical expertise and initiative to combine with financial risk-taking capacity in an innovative and efficient manner

Other Countries where this form is available

The LLP structure is available in countries like United Kingdom, United States of America, various Gulf countries, Australia and Singapore. On the advice of experts who have studied LLP legislations in various countries, the LLP Act is broadly based on UK LLP Act 2000 and Singapore LLP Act 2005. Both these Acts allow creation of LLPs in a body corporate form i.e. as a separate legal entity, separate from its partners/members.

Difference between LLP & ‘Traditional Partnership’

Under “traditional partnership firm”, every partner is liable, jointly with all the other partners and also severally for all acts of the firm done while he is a partner.
Under LLP structure, liability of the partner is limited to his agreed contribution. Further, no partner is liable on account of the independent or un-authorized acts of other partners, thus allowing individual partners to be shielded from joint liability created by another partner’s wrongful acts or misconduct

Difference between LLP & Company

A basic difference between an LLP and a joint stock company lies in that the internal governance structure of a company is regulated by statute (i.e. Companies Act, 1956) whereas for an LLP it would be by a contractual agreement between partners.
The management-ownership divide inherent in a company is not there in a limited liability partnership.
LLP will have more flexibility as compared to a company.
LLP will have lesser compliance requirements as compared to a company.

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Overview Advantages of Cambodian Company Registration Structures of Companies that may be Registered in Cambodia Minimum Requirements for Cambodian Company Registration How to Register a Company in Cambodia Requirements for Cambodian Company Registration Documents Needed How to contact Estabizz for Cambodian Company Registration FAQs Blog