Cambodian Mekong University Master of Business Administration Course: Business Law Procedure of Company’s Registration Lecturer: Mr. Vann Chanara Group Members: 1.Try Meng An2. Chum Chamreun 3.Prom Sitha

Contents I.Introduction II.Capital Deposit III.Check Uniqueness of Company name and Trademark IV.Published in a recognized public newspaper V.Incorporate the company with the commercial register VI.Make a company seal VII.Have registration documents stamped and approved by PP Tax Dept VIII.Notify the Ministry of Labor

Introduction 1.Why all companies are required to Register? 2.What are the advantages of Registration? 3.How is the process of Company’s Registration?

II. Capital Deposit Bank Account & Deposit -The Ministry of Commerce requires proof of at least 4 million Riel (approx. US$1,000) deposited in a local authorized bank. Be sure to obtain a bank statement certifying the deposit. -Registering a Private Limited Company Private limited companies are registered with the Ministry of Commerce. In response to the initial application, the MOC will prepare and provide the applicant with the official application form.

-The applicant must also submit a Memorandum and Articles of Association, documents which sets out the corporate structure. -One can use the MOC’s standard MAA, or make modifications - though the MOC has the right to review and reject any substantial changes. -The application form and MAA must be signed by all shareholders and directors before the MOC, a Cambodian lawyer, or a Notary Public. II. Capital Deposit

III. Check Uniqueness of Company name and Trademark -New businesses should take care in selecting and properly registering the names of the company and of its goods and services. When incorporating the company, the Ministry of Commerce will reject any application for a company name that is already registered. To avoid this delay, it is best to request the MOC check the uniqueness of the name at before submitting the registration documents. -The uniqueness of the company name is usually researched at the Legal Affairs Department of the Ministry of Commerce.

III. Check Uniqueness of Company name and Trademark - Trademarks are registered separately at the Department of Intellectual Property, and give their owner the right to prevent others from using confusingly similar marks.

IV. Published in a recognized public newspaper A director, a shareholder, or a proxy with mandate shall prepare an application for publication in a state- recognized newspaper, which includes the following: - Company name (and abbreviation, if any). - Company form. - Summary of business objectives. - Company term. - Total capital in cash. - Director(s) full name, occupation, nationality, and address. - Location of company to be registered. The confirmed approval of the newspaper announcement and application document shall be kept on file (at least three copies) for registration.

V. Incorporate the company with the commercial register The memorandum and articles of association shall be prepared based on the company form and consistent with applicable law, regulations, and the standards set for such documents by the Ministry of Commerce. These documents shall be submitted in triplicate with original copies, as required (one copy each filed at the Commercial Court, the company’s registered office, and the Ministry’s Legal Affairs Division).

V. Incorporate the company with the commercial register The memorandum and articles of association must include the following information: - Company name. - Corporate form. - Business objectives. - Company duration. - Registered office. - Stated capital in Khmer currency and shareholding. - Name, address, and nationality of shareholders and director.

V. Incorporate the company with the commercial register -Transfer and shares transfer. - Accounts. - Dissolution of company. - Change of company legal form. - Announcement of company establishment. The following documents must be presented to the Ministry’s Registrar in the specified quantity: - Registration forms for registration (model): three sets. - Copy of identity card or passport of each company member: three sets.

-Photo (4” x 6”) of each company member: three sets. -Reference letter from a particular bank, clarifying the minimum capital KHR 4,000,000: one original. -Articles of incorporation: three sets. -Application for newspaper announcement: three sets. -Declaration of non guilt of directors: three sets. V. Incorporate the company with the commercial register

VI. Make a company seal After above mentioned is accepted, the Ministry of Commerce issues a seal to the company together with the registration certificate.

VII. Have registration documents stamped and approved by PP Tax Dept The Ministry of Economy and Finance (MEF), Department of Taxation, requires that all companies registered to do business in Cambodia register with the tax department to obtain a taxpayer identification number within fourteen days of opening a business. Companies are generally subject to an annual business registration tax (the Patent Tax), a Profit Tax (20%, or a Minimum Tax of 1% or turnover) and VAT charges (10%), as well as the Salary Tax for employees (0%-20%), and a Rental Withholding Tax (10%). While there is a 20% dividend withholding tax (basically a salary or profit tax on the recipient), this is not double taxed.

VIII. Notify the Ministry of Labor Upon opening a business, employers must make a declaration to the Ministry of Labor. This declaration, called the Declaration of the Opening of a Business, must be made in writing and be delivered to the Ministry of Labor before the actual opening of the business. Employers must also make a declaration to the Labor Inspector each time that the business hires or dismisses a worker. This declaration must be made in writing within seven calendar days after the date of hiring or dismissal.

Q & A