How to start a business in Cambodia as a foreigner (2026)

Legal framework

Law on Commercial Enterprises (2005, amended), Law on Investment (2021), and Ministry of Commerce Prakas No. 117 on Simplification of Business Registration (9 December 2025, effective 8 January 2026)

Key points: starting a business in Cambodia

1. 01Foreign Ownership Limit

   100% foreign equity is permitted in most sectors. Restrictions apply to a narrow list including cigarette manufacturing, movie production, rice milling, and gemstone mining/processing, which require local equity participation or prior authorisation.

   state.gov state.gov

2. 02Land Ownership Constraint

   The Cambodian Constitution prohibits foreigners from owning land. A legal entity is considered Cambodian (and may hold land title) only if at least 51% of shares are owned by Cambodian nationals; fully foreign-owned companies must lease land rather than own it.

   state.gov investmentpolicy.unctad.org

3. 03Registration Steps & Platform

   Businesses must register sequentially or concurrently with three agencies via the CamDX digital single portal: the Ministry of Commerce (Certificate of Incorporation), General Department of Taxation (tax registration), and Ministry of Labour and Vocational Training. Name reservation, MoC approval, tax registration, and bank account opening are the core steps.

   businessregistration.moc.gov.kh state.gov

4. 04Minimum Capital & Timeline

   The Law on Commercial Enterprises sets a statutory minimum capital of KHR 4,000,000 (~USD 1,000) for private limited companies, with 25% payable at registration. Total incorporation timeline is typically 7-21 working days. Regulated sectors (banking, insurance) carry much higher capital floors (e.g., USD 75 million for commercial banks).

   cdc.gov.kh mfaic.gov.kh

5. 05Prakas No. 117 (2026 Reform)

   Effective 8 January 2026, this Ministry of Commerce regulation mandates standardised document templates, digital signature acceptance, Cambodian-notarised foreign corporate documents, and mandatory third-party background checks on incoming directors and shareholders. The company-secretary requirement for LLCs is deferred to January 2027.

   kpmg.com cambodia.acclime.com hbslaw.asia

6. 06Investment Incentives & Repatriation

   The 2021 Law on Investment offers QIP (Qualified Investment Project) status with corporate tax holidays, reduced rates, and duty-free capital goods imports. There are no restrictions on profit or capital repatriation. The Council for the Development of Cambodia (CDC) is the primary approving body for QIPs requiring USD 500,000-1,000,000+ in capital.

   state.gov cdc.gov.kh

Timeline of decisions

1. 8 Jan 2026Law · official
   Prakas No. 117 on Simplified Commercial Registration Enters Force

   The Ministry of Commerce's Prakas No. 117 (issued 9 December 2025) takes effect, mandating fully digital filings, eliminating superfluous documentation, expanding notarisation options, requiring annual online declarations (ADCE), and introducing a Company Secretary role for LLCs (deferred to January 2027). This is the most sweeping digitalisation of Cambodia's company-registration framework to date.

   Open Development Cambodia / Ministry of Commerce

2. 29 Jan 2022Law
   Amendments to Law on Commercial Enterprises and Law on Commercial Rules and Register Adopted

   The National Assembly adopted two amendment laws: the first formally recognised sole proprietorships as a commercial enterprise type for the first time, while the second modernised commercial registration procedures and introduced the Company Secretary concept. Together they broadened the range of legal structures available when starting a business in Cambodia.

   KPMG Cambodia (official law text annex)

3. 15 Oct 2021Law · official
   New Law on Investment Promulgated, Replacing 1994 Law

   Cambodia enacted a wholly new Law on Investment (promulgated 15 October 2021, effective 16 October 2021) that replaced the original 1994 framework, introduced a one-stop online project-registration portal, cut approval time to 20 working days, and expanded priority sectors to include digital industries, green energy, and R&D. It significantly lowered the entry barrier for qualified foreign investors.

   Council for the Development of Cambodia (CDC)

4. 1 Sept 2021Decision · official
   Online Business Registration Single Portal, Phase II Launched

   The Ministry of Commerce officially launched Phase II of its integrated Single Portal, expanding the scope of licences and permits obtainable online and reducing processing time to three to seven working days for compliant applications. The upgrade deepened cross-ministry integration and cemented the portal as the default channel for business start-up.

   UNCTAD Investment Policy Monitor

5. 15 Jun 2020Decision · official
   Integrated Single Portal for Business Registration Launched

   Cambodia launched its landmark Single Portal integrating six institutions, Ministries of Interior, Economy and Finance, Commerce, Labour, the General Department of Taxation, and CDC, into one online platform with an eight-working-day approval target and full e-payment capability. This was the first time tax registration and company registration were unified in a single session.

   Royal Embassy of Cambodia to the United States

6. 4 Jan 2016Decision · official
   Ministry of Commerce Launches First Online Business Registration Portal

   The Ministry of Commerce formally opened its first web-based registration portal (businessregistration.moc.gov.kh), digitising company formation and mandating re-registration of all pre-existing businesses by end of 2016. This marked Cambodia's first systematic shift away from fully paper-based commercial registration.

   UNCTAD Investment Policy Monitor

7. 19 May 2005Law · official
   Law on Commercial Enterprises Promulgated, First Comprehensive Company Law

   Adopted by the National Assembly on 26 April 2005 and promulgated on 19 May 2005, this law created Cambodia's first comprehensive statutory framework for company formation, establishing the key corporate structures (General/Limited Partnership, Private/Public Limited Company) and setting out incorporation procedures, minimum-share requirements, and registered-office obligations. It superseded the piecemeal 1995 commercial-rules regime.

   National Bank of Cambodia (official law text)

8. 18 Nov 1999Law · official
   Amendment to Law on Commercial Regulations and Commerce Register

   The National Assembly ratified amendments (3 November 1999, promulgated 18 November 1999) to the 1995 Law, modifying registration procedures, fee structures, and enforcement provisions across 22 articles. The changes reflected post-ASEAN-accession alignment needs as Cambodia prepared to regularise its commercial environment.

   Council for the Development of Cambodia — Cambodia Investment

9. 19 Jun 1995Law · official
   Law on Commercial Rules and Register Enacted, First Post-Conflict Commercial Framework

   Cambodia's first modern commercial registration law, enacted 19 June 1995, defined the concepts of 'merchant' and 'trading activities', established the Commercial Register, and set the obligation for all businesses and foreign entities to register with the Ministry of Commerce. It laid the foundational architecture that all subsequent reforms have built upon.

   Open Development Mekong (official law text)

10. 4 Aug 1994Law · official
    Original Law on Investment Enacted, Open-Door Foreign Investment Framework

    Cambodia's first investment law, adopted by the National Assembly on 4 August 1994 just one year after the Paris Peace Accords-era reconstruction began, opened virtually all economic sectors to 100% foreign ownership, established the Council for the Development of Cambodia (CDC) as the approval body, and signalled Cambodia's market-economy transition. It remained the cornerstone investment statute for 27 years until replaced in 2021.

    WTO (official law text submitted at Cambodia's WTO accession)

Sources

1. 1.businessregistration.moc.gov.kh/
2. 2.state.gov/reports/2025-investment-climate-statements/cambodia
3. 3.state.gov/wp-content/uploads/2025/09/638719_2025-Cambodia-Investment-Climate-St
4. 4.kpmg.com/us/en/taxnewsflash/news/2026/02/tnf-cambodia-simplified-business-regi
5. 5.cambodia.acclime.com/news/moc-prakas-117-business-registration-reform/
6. 6.hbslaw.asia/updates/key-changes-introduced-by-prakas-no-117-on-simplification-of-
7. 7.cdc.gov.kh/laws-and-regulations/company/
8. 8.mfaic.gov.kh/files/uploads/PDFDoingBussinessForCambodia/2_Legal_Framework_for_Doin
9. 9.investmentpolicy.unctad.org/investment-policy-monitor/measures/513/cambodia-foreign-ownership-pro