Legal update: Simplification of Business Registration
Subject: Commerce
Applicable Industries: All corporate

The Ministry of Commerce (MoC) has issued Prakas No. 117 on the Simplification of Business Registration, introducing significant reforms to corporate governance, compliance obligations, and naming conventions.

1. Mandatory Company Secretary: Companies are now required to appoint at least one company secretary (a natural person) and register their details with the MoC. The secretary is responsible for governance duties, including maintaining records, organizing meetings, ensuring legal compliance, and acting as a liaison with authorities.

2. Annual Compliance (ADCE): All registered entities must file their Annual Declaration of Commercial Enterprise (ADCE) online within three months of their registration anniversary. A 15-day grace period is allowed. Failure to file results in a fine of 2 million KHR (~$500). Crucially, failure to file for three consecutive years triggers an "Inactive" status, leading to potential dissolution and placing directors and shareholders on a "Watch List," which bars them from registering new businesses.

3. Naming Restrictions ("Holding" and "Group"): The use of "Holding" or "Group" in a company name requires prior MoC approval. Companies must have at least three subsidiaries in Cambodia and hold a minimum 51% voting share in each. "Holding" companies must further limit their business objectives to shareholding activities.

4. Digital Filing Requirements: All registration and amendments must be processed through the MoC’s online platform. Hard copies of documents must be submitted to the MoC within 30 days of the online certificate issuance, or the registration may be cancelled.

5. Compliance Safeguards: The Prakas introduces mandatory Anti-Money Laundering (AML) background checks for new shareholders and directors, as well as mechanisms to block share transfers during legal disputes.