Cambodia

A limited liability company (“LLC”) is the most common for profit organizational form. An LLC is a distinct legal entity that can own property and enter into contracts and is subject to property, income, sales, and various other taxes.

In Cambodia, there are two types of LLCs:

i. Private Limited Company. A private limited company may have up to 30 shareholders. If there is one shareholder, it is deemed a “single member private limited company.” If new shareholders are added later, then the company is deemed a private limited company. A private limited company cannot offer its shares or other securities to the general public, and can only offer them to shareholders, affiliates, family members, and its managers.

The Company must have at least one director appointed by the shareholders. If there is more than one director, a chairperson must be appointed. There are no nationality or residency requirements, and as such, neither the directors nor the chairperson are required to be a Cambodian citizen or a resident in Cambodia.

A private limited company can be established with a minimum share capital of KHR 4 million (USD 1,000) with a minimum par value of KHR 4,000 per share (USD 1), though in practice the General Department of Taxation may require a company to have a minimum share capital of KHR 20 million (USD 5,000).

ii. Public Limited Company. A public limited company is authorized to issue securities to the general public and must have more than one shareholder. In addition, a public limited company must have at least three directors.

There are no nationality or residency requirements, and as such, neither the directors nor the chairperson are required to be a Cambodian citizen or a resident in Cambodia.

A public limited company can be established with a minimum share capital of KHR 4 million (USD 1,000) with a minimum par value of KHR 4,000 per share (USD 1), though in practice the General Department of Taxation may require a company to have a minimum share capital of KHR 20 million (USD 5,000).

a. Private limited companies are the most common for profit organizational forms used by Enterprises seeking financing from investors and that allow multiple owners.

b. As there are no special organizational forms designed for social enterprise in Cambodia, private limited companies are the most common for-profit organization forms used Social Enterprises

Cambodian law does not set out any guidelines to assist directors with considering, balancing or prioritizing interests of shareholders or of any other interests. Directors are not required to consider any other interests (such as interests of employees, customers or the environment) in their decision-making.

Directors are only obliged to act honestly and in good faith with a view to the best interests of the company; and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

As the decisions of the courts of Cambodia are not publicly available, we are not aware of any court considering whether a director that considers interests other than shareholder value in decision-making would be in violation of the obligations of a director under Cambodian law.

That said, we are of the view that if a director considers interests other than shareholder value, it is unlikely that such considerations would violate Cambodian law so long as the director believes that considering such interest is generally within the best interests of the company.

No. There are no special organizational forms designed for social enterprise in Cambodia.

Yes; however, if Social Enterprises are formed and operated as non-profits (such as non-governmental organizations (NGOs) or associations), they will still be fully taxed on all business activities (even if those business activities are operated as a Social Enterprise).

1. Yes. If a Social Enterprise is formed as an association or an NGO, it will be eligible for an income tax exemption. According to article 6 of the Prakas No. 464 on Instruction in Tax Compliance of Associations and Non-Government Organizations, an income tax exemption will be applied on:
   • Any NGOs organized for religious, charity, scientific, or educational purposes, and no asset or income used for private interest; and
   • Any associations that have no income used for private interest of the shareholders or physical persons.

Legal funds or donations from individuals or entities, and other sources of income will not be subject to income tax.

However, the income received from business activities is not subject to a tax exemption.

2. Social Enterprises formed as non-profit organizations (either NGOs or associations) will be subject to far greater regulatory scrutiny as NGOs and associations are highly regulated entities. Further, Social Enterprises formed as NGOs or associations will have a more complicated tax structure as certain income will tax except and other income relating to the Social Enterprise will be subject to tax.
3. No.
4. While there are some Social Enterprises structured as non-profits, we believe the trend is for Social Enterprises to be structured as for-profit entities as non-profits are subject to greater regulatory scrutiny and enjoy no tax advantages on the activities of the Social Enterprise.

Yes. Cambodia allows a group of natural persons to form an agricultural cooperative through joint investment, joint ownership and joint management in a democratic manner in order to enhance agricultural production capacity, agro-industry, agri-business, or services related to agricultural production aimed at raising economic, social and cultural status of members in accordance with the following basic principles (Article 4 of the Law on Agricultural Cooperative):

• Voluntary and Open Membership;
• Democratic Member Control;
• Member Economic Participation;
• Autonomy and Independence;
• Education, Training and Information;
• Cooperation among Agricultural Cooperatives; and
• Concern for Community.  

Agricultural cooperatives must consist of at least 15 members, having Khmer nationality, being 18 years old, and having a specific residence in Cambodia. Each member must hold at least one share (Article 16 of the Law on Agricultural Cooperative). All members must pay their subscribed share(s) according to the cooperative’s statute. Each member must individually and collectively be liable for the debts incurred by the agricultural cooperative limited by the statute (Article 30 of the Law on Agricultural Cooperative). 

An agricultural cooperative must have at least one primary business activity that falls within the agricultural productions system, agro-industry, agri-business or services related to the agricultural sector.  (Article 16 of the Law on Agricultural Cooperative).

Generally, some of the benefits that cooperative may have over a company are as follow:

1. Expanding markets: Making a market for a service or product that the big company sees as unprofitable.  
2. Equal right: As each member has a single vote, everyone has an equal right to decide on the business no matter how many shares they own.
3. Share transfer: The share of the cooperation cannot be transferred freely while the company is freely transferable.  
4. Stable Existence: A cooperative structure brings less disruption and more continuity to the business since the members can join or leave the business without largely impact on the operation of the cooperative.   
5. Funding opportunities: cooperative is likely to receive more grants and funds from other sources.

Company – If a Social Enterprise is structured as an LLC, then it has no unique reporting requirements and only must comply with reporting requirements applicable to LLC's in general. Those requirements are set out below:

1. Ministry of Commerce (MOC) - The LLC is required to annually file the annual declaration for commercial enterprise (ADCE) with the MOC. The first filing of the ADCE should be completed exactly one year after the incorporation date. Failure to submit the ADCE for three consecutive years will result in the revocation of the company’s business registration.
2. General Department of Taxation (GDT) – The LLC is required to (a) pay patent tax; (b) submit monthly tax declaration; and (c) submit annual tax declaration.
   1. Patent Tax - After the LLC is incorporated and each year thereafter, the LLC must pay its annual patent tax. This tax is payable on all business activities in each of the company’s locations. Currently, the patent tax generally ranges between USD 300 and 1250 for each line of an LLC’s business activity, depending on the company’s revenue and its business objectives. Delays to apply for renewal are subject to nominal fines. Typically, the payment must be done between early January and the end of March of each calendar year. Otherwise, the LLC must pay the following fines:

• 10 percent of the patent tax fee; and
• 1.5 percent interest of the patent tax fee for each month.

2. Monthly Tax Declaration - The LLC must file a monthly tax declaration with the local tax branch where the LLC is located. The submission deadline is the 20th day of the following month. The LLC is subject to prepayment of tax on income equal to 1 percent of monthly turnover, and these payments will be credited to the LLC’s annual tax declaration. Note that prepayment of tax on income is a prepayment of either the minimum tax or tax on income (see below).
3. Annual Tax Declaration - LLCs are currently subject to either minimum tax of 1 percent of gross revenues or tax on income of 20 percent of net income. The LLC’s annual tax declaration is due every year on March 31 (assuming the fiscal year ends December 31). Previous prepayments of the 1 percent of monthly turnover are credited to the income tax due, but if the company shows no taxable income in a given year, the state still retains the 1 percent revenue tax payments.

Association or NGOs – For a foreign association or NGO, it must submit a copy of its annual financial report to the Ministry of Foreign Affairs and International Cooperation (MFAIC) and the Ministry of Economic and Finance (MEF) within 30 days from the date that the original report has been sent to the donor. The following documents approved by the donor are also required - a copy of project documents and financial agreements. Both documents must be copied and submitted to MFAIC and the MEF within 30 days from the date of the donor’s approval. The MEF may audit and examine the NGO if necessary (Article 25, Law on Associations and Non-Governmental Organization).

For a local association or NGO, it must submit a copy of its annual financial reports to the MOI no later than the end of February of the following year. If the local association or NGO receives financial support from donors, the local NGO must submit a report copied from the original report sent to the donors within 30 days from the submission date. The following documents approved by the donor are also required - a copy of project documents and financial agreements. Both documents must be copied and submitted to the Ministry of Interior (MOI) within 30 days from the date of the donor’s approval. The report must be kept at the association or NGO’s office for at least 5 years (Article 25, Law on Associations and Non-Governmental Organization).

No. The Cambodian legal system is based on civil law, and we are not aware of any court decisions (which, are not published) that address Social Enterprises.

No.

No.

No.

No investor classes have a statutory obligation to look at ESG issues.

However, Cambodian law would not prohibit investors or Cambodian companies from taking into account ESG factors (please see our response in question 3 on the obligations of directors in a Cambodian company).

There are a number of private funds and large institutional investors that do consider ESG issues when making their investment decisions, and there has been a rise in impact funds that use ESG factors as part of an investment assessment process. In particular, investors have focused on environmental factors and poverty alleviation.

Information on funding sources of Social Enterprise is not publicly available; however, we believe that national aid agencies, such as USAID and GIZ, provide grants to some social enterprises, and those impact investors, such as Insitor Partners, make traditional investments.

Further, the type of funding generally varies based on a form adopted by the Social Enterprise. For example, Social Enterprises formed as non-profit organizations likely receive more grants and funding than Social Enterprises formed as for-profit corporations.

We believe that there is an increasing trend towards for-profit impact investments in Cambodia, and that these investments would be through traditional instruments with impact terms. 

No government funding is available for Social Enterprises in Cambodia.

N/A

They are not required to disclose ESG factors.

Impact bonds have been used in Cambodia, but overall, they are not prevalent.

No.

The regulatory framework for crowdfunding in Cambodia is not highly developed. According to the SECC, a license is required for “crowdfunding representatives” in the country, in keeping with a June 2018 announcement. While it is unclear what constitutes a “crowdfunding representative” and no such licenses have yet been issued, the SECC does provide licenses for fund management that would likely apply to crowdfunding platforms as well. These “fund management” licenses are attributed to companies that have the right to raise money from the public to invest in any project. As of August 2019, the SECC announced that it had issued four such licenses.

There are tax exemptions available for NGOs generally, but there are no tax exemptions that are uniquely available for Social Enterprises structured using a for-profit organizational form.

For Nonprofits, the tax exemptions are only for its activities within its objectives, so any other activities outside its scope are not exempted from tax. (Prakas 464 on Instruction in Tax Compliance of Associations and Non-government Organizations) If any activities of NGOs are not within the scope of its objectives, they will be deemed as separate business activities and these activities must be recorded separately in different books of accounts. These recorded entries shall be taxed in the same way as a regular taxpayer based on their annual turnover.

Exemption on Income Tax

Under Prakas No. 464, the exemption of income tax will be applied on:

1. Any NGOs organized for religious, charity, scientific, or educational purposes, and no asset or income used for private interest; and
2. Any associations that have no income are used for private interest of the shareholders or physical persons.

In order to be eligible for an income tax exemption, it is necessary to submit a request form to the General Department of Taxation (GDT).

Exemption on VAT:

If the activities of NGOs are in the non-taxable supply category, it will be subject to exemption from VAT. Non-taxable supplies are listed below (Article 57, Taxation Law):

1. Public postal service;
2. Hospital, clinic, medical, and dental services and the sale of medical and dental goods incidental to the performance of such services;
3. The service of transport of passengers by wholly state owned public transportation system;
4. Insurance services;
5. Primary financial services;
6. The imports of articles for personal use that are exempted from customs duties;
7. Non-profit activities in the public interest; and
8. The imports or the purchases of goods for use in the exercise of their official function of foreign diplomatic and consular missions, international organizations and agencies of technical cooperation of other governments

Further, the Prakas,464 makes it obligatory for NGOs to withhold tax on salary and holds them responsible for other taxes and duties. The Prakas 464 requires all the NGOs to submit their monthly and annual tax declarations for their business activities. The annual tax declaration must also include bank account information, financial statements, financing agreements, project activities, implementation reports and others.

Charitable contributions are deductible to the extent the amount does not exceed 5% of taxable profit. The taxpayer (legal entity) must have proper evidence supporting the payments.

No. 

No. 

No.

The Royal Government of Cambodia initiated the following programs and policies for SMEs (and which may potentially benefit Social Enterprises):

1. Entrepreneur Development Fund (in progress of development): Providing funding to support the development of Entrepreneurship Promotion Center (EPC), cultivate entrepreneurial culture and attitude, and promote capacity of high potential SMEs;
2. Skill Development Fund (officially launched): improving entrepreneurial skills and mindsets of SME owners/Startups and/or their employees.
3. Techo Startup Center (officially launched): Supporting startups by enhancing entrepreneurship and innovate capabilities through training programs, mentorship, technical assistant, internship and network building.
4. SME Development Policy (drafted for approval): the policies addressed the financial issue, tax system, information services, human resource for SMEs, support for obtaining management resources for SMEs, new business/ venture support; promotions of affair dealing and maintenance of markets, regional policies, supporting the internationalization of SMEs, employment/work policies for SMEs, SMEs networks and safety net; 
5. SME Bank Establishment (officially launched): Increasing access to financing for SMEs with preferential conditions;
6. SME’s Financing Project (officially launched): providing loans with low interest rates to support SMEs in the prioritized sector. SMEs can borrow USD 200,000 for working capital and USD 300,000 for investment capital, at a 7% annual interest rate and four year period of payment.

Moreover, SME's operating in priority sectors can obtain tax benefits. (Prakas 159 on Instruction on Implementation of Sub Decree on Tax Incentive for SME in Priority Sectors dated 17 February 2020)

To qualify, as an SME, a company must meet the following thresholds:

Priority sectors include: Agriculture, manufacturing, food processing, R&D for IT, IT based services, business in SME Cluster Zone.

The tax benefits include:

1. Income tax exemption (3 to 5 years)
2. Exemption on Prepayment of Profit Tax and Minimum Tax
3. Increased deductions for expenditures on IT based accounting software and training and staff technical training (200%), and equipment or new technology that increases productivity (150%)

In order to maintain these tax incentives, the SMEs must comply with the following requirements:

1. Tax registration or update enterprise’ information at the Tax Department;
2. An enterprise falls under the priority sectors.

No.

There is no government agency that specifically oversees Social Enterprises.

No. The Insolvency Law dated 8 December 2007 does not discuss any specific provision on the insolvency of Social Enterprises.

No.

Discussed regulations:

• Sub-Decree no. 84 on the Business Registration through Information Technology System dated 10 June 2020 (“Sub-Decree 84”);
• Notification on the Business Registration through Information Technology (IT) System dated 15 June 2020 (“Notification 15620”).

According to the Sub-Decree 84 and Notification 15620, the MEF has recently initiated a new IT business registration platform (also known as Single Portal), which the business owner can now register their business at the MOC, the General Department of Taxation (GDT) and the Ministry of Labor and Vocational Training (MLVT) in one go that takes up to only 8 working days. However, the delays are common as the rejection rate for applications is relatively high and applications may have to be submitted multiple times before they are accepted.

The official government filing fees for the whole business registration process is between USD 450 to USD 805 and varies for different class of taxpayers. In addition to these prices range, they are discounted 50% for only the first year after the business registration.

Startups and other entrepreneurial enterprises established as for-profit companies can be relatively easily set up in Cambodia. The incorporation process from the MOC, GDT and MLVT merged into one process and the filing fees are discounted 50% for the first year.

Whether any enterprise can flourish will depend on the business skills of the enterprise.

If the Social Enterprise is structured as a for-profit enterprise, then please see our response in question (3).

However, if the Social Enterprise is established as a non-profit entity (such as an NGO or association) the establishment process is burdensome, time consuming and highly regulated.

Whether any Social Enterprise can flourish will depend on the business skills of the enterprise.

We are not aware of any laws that specifically obstruct the formation of Social Enterprises. If Social Enterprises are formed as LLCs, as we discuss above, they can be easily set up. Therefore, the main issue with regards to Social Enterprises is that there are no specific incentives applicable to them and such entities are required to pay income tax. That said, as most Social Enterprises would be an SME, to the extent that the government is improving the framework for SMEs and providing SMEs tax benefits, Social Enterprises would also benefit from such reforms. 

Yes. 

• Government officials seeking informal 'facilitation fees' to process documents or applications is not uncommon.
• There is a perception that the courts of Cambodia are susceptible to outside commercial influences.

There are no specific laws for Social Enterprises and they are subject to the same regulatory framework as any company. Suggestions to improve the regulatory framework for companies are below:

1. Licensing requirements: Licensing requirements are not always clear or transparent. Providing greater transparency on requirements would assist all companies, including Social Enterprises in obtaining licenses. 
2. Official government fees and documents: Official government fees are not always clearly published or made available. Documents are often rejected by government officials as there are no publicly available guides or standards for how documents and applications should be prepared or completed. Greater clarity would minimize the time to properly complete documents and reduce opportunities for corruption. 
3. SME support activities: Provider greater government support for SMEs to support business development activities, and access to markets, technology and human resources.

Local enterprises have low awareness of the role of corporate social responsibility (CSR), sustainability and climate change. CSR is perceived as a form of social work rather than a strategic business tool to increase competitiveness.

Environmental laws are not fully enforced, and there is little economic incentive to consider environmental matters in making business decisions. It would be beneficial for the government to:

1. Raise the awareness of CSR and the environmental impact of business;
2. Pass new laws that support the use of green energy, and support environmental efficiency;  and
3. Enforce existing laws and regulations.

No.