Short answer
Most foreign investors incorporate a private limited company through the Ministry of Commerce, then register for tax and obtain any licences their sector needs. Foreign ownership of up to 100% is generally possible, but a company that owns land must be at least 51% Cambodian-owned. Registering as a Qualified Investment Project with the Council for the Development of Cambodia (CDC) is a separate step that unlocks incentives.
Choose a structure
Practitioner guides list several forms of business presence in Cambodia, including private limited companies, branches and representative offices, sole proprietorships and partnerships. The right choice depends on your activity, liability and whether you plan to apply for investment incentives.
| Structure | Commonly used for | Confirm with counsel |
|---|---|---|
| Private limited company | The most common vehicle for foreign-owned operating businesses. A separate legal entity with shareholder liability limited to capital contribution. | Minimum registered capital, director and shareholder requirements, sector restrictions. |
| Branch | An extension of a foreign company, rather than a separate entity. | Permitted activities, parent liability, tax treatment. Branch profit remittances to a foreign head office are subject to 14% withholding tax. |
| Representative office | A presence for liaison and market development. | Which activities are permitted. Revenue-generating activity is generally restricted. |
Foreign ownership rules
A practitioner guide states that a Cambodian limited company can be 100% foreign-owned and that a local partner is not legally required for most activities. The main exception is land: only Cambodian citizens or Cambodian entities may own land, and a Cambodian entity is one with at least 51% of its voting shares held by Cambodian citizens or Cambodian entities. See our guide on foreign ownership of land.
Some sectors have their own restrictions and licensing conditions, so check your activity before you choose a structure.
The registration steps, in order
- Decide structure and activity. Settle the entity type, shareholders, directors and business activities.
- Register with the Ministry of Commerce. Practitioner guides describe reserving the company name and filing the application, after which you receive the incorporation documents and a commercial registration certificate.
- Register for tax. The company must register with the General Department of Taxation. One practitioner guide cites a deadline of 15 working days from Ministry of Commerce registration; confirm the current rule with your adviser.
- Obtain sector licences. Regulated activities need approval from the relevant ministry, and some filings are made with local authorities.
- Optional: register as a Qualified Investment Project with the CDC if you want investment incentives. See our guide on QIP incentives.
- Set up accounting and audit. A Qualified Investment Project is a large taxpayer for tax administration purposes, and an independent external audit is compulsory for QIPs and public limited companies. See our guide on tax, audit and incentives.
- Complete operating registrations such as bank account opening and employer obligations, as they apply to your business.
How long does it take?
Timelines vary by structure, sector and how complete your documents are. One practitioner guide estimates roughly two to three months for company and tax registration combined, but treat that as a planning figure, not a commitment.
Separately, the CDC states that it issues the registration certificate for an eligible Qualified Investment Project within 20 working days, according to DFDL.
What a CDC certificate does and does not do
Investment registration with the CDC is separate from incorporating the company. DFDL notes that the registration certificate does not replace other operating licences, and that a delay by the authorities in issuing those licences does not prevent project implementation.
Where Invest Cambodia fits
We are not a law firm. Through our company establishment coordination service we scope the structure, brief licensed Cambodian professionals who carry out the regulated work, track documents and registrations, and give you a handover checklist.
Questions investors ask
Can I own 100% of a company in Cambodia?
Generally yes for a limited company in most sectors, but a company that owns land must have at least 51% Cambodian ownership, and some activities are restricted. Confirm your sector with licensed counsel.
Do I need CDC registration to set up a company?
No. Incorporation is handled through the Ministry of Commerce. CDC registration as a Qualified Investment Project is a separate, optional step that gives access to incentives.
Is an audit required for a Cambodian company?
An independent audit is compulsory for public limited companies and Qualified Investment Projects. For other enterprises it is required where any two of these apply: annual turnover above KHR 4 billion, total assets above KHR 3 billion, or more than 100 employees.
Sources
- Cambodia Counsel: Company registration FAQ (practitioner guide)
- DFDL: Cambodia adopts implementing regulation for the 2021 Investment Law, Part One
- KPMG Cambodia: Law on Investment (technical update, 2021)
- DFDL: Foreign ownership of land in Cambodia
- PwC Worldwide Tax Summaries: Cambodia — Taxes on corporate income (last reviewed 2 April 2026)
General information only, not legal, tax or investment advice. Laws, rules and figures change. Confirm the current position with licensed Cambodian professionals before acting.