Legal and Tax Updates

Issue: No. 005P/22 22 February 2022

The Amendment Law to the Law on Commercial Rules and Registrar was promulgated at the same time with the Amendment to the Law on Commercial Enterprise on 29 January 2022 (“Amendment law”). The Amendment Law has amended Article 11, 14, 17 and Article 26 of the Law on Amendment of the Law on Commercial Rules and Registrar dated 18 November 1999 and Article 47 of the Law on Commercial Rules and Registrar dated 26 June1995.

The Amendment Law has made change to the requirements for filing the commercial registration for merchant (art.14-New (2)) and company (art.17-New (2)) as follow:

• Business objectives shall be in accordance with the Cambodian Economic Standard Classification which was promulgated by Royal Government of Cambodia.
• The logo requirement is optional;
• The removal of the requirement of signature sample and corporate seal sample;
• Removal of requirement for company on submission of the bank confirmation on the capital deposit from the bank.

Art, 26-New (2) of the same also clarify on which documents the Commercial registration official shall issue upon the filed written affidavit and documents. The previous art. 26-New (1) has referred the Certificate of registration as “Extract”, while the new law has clearly specified that the documents to be issued shall include the Certificate of registration along with an extract which shall bear an exclusive identification number.

Another significant amendment the Amendment Law has introduced is the obligation of the merchant and the director of a company to implement the accounting and auditing rule in accordance with the Law on accounting and auditing of Cambodia and other related regulation in force (art. 47-New), which is slightly different from the previous art.47, which only mention the accounting rule compliance obligation.

We hope that the above legal update is helpful for your investment and help you to invest more confidently.

Disclaimer

The article is merely for general information purposes. It does not constitute a legal advice on the subject matter. If you have any question or need any assistance, please feel free to contact us:

	SON Sokeng, Partner, Managing Director sokeng.son@sithisak-lawoffice.com +855 12 885 870	Sokeng has more than 8 years of professional experiences in corporate, commercial, investment and capital market sector in Cambodia. He advised and assisted various companies in various legal compliance issues, major investment projects and in conducting legal due diligence for major M&A and IPO projects. He has led many legal counsel teams to advise and assist ACLEDA Bank Plc., Phnom Penh Autonomous Port and other SMEs in the process of listing and proposed listing on the Cambodia Securities Exchange (CSX).
	NOEUM Sokvichhai, Partner, Head of Corporate, Commercial and Investment Practice Group sokvichhai.noeum@sithisak-lawoffice.com +855 12 826 785	Atty. Sokvichhai has more than 6 years of experiences in labour, corporate, commercial and investment advisory in Cambodia. He actively advices and assists various businesses in commercial, tax, and labour registration, business licensing, products registration & distribution, business recapitalization & restructuring, and mergers & acquisitions transaction. He also has particular experiences in advising collective investment fund and trust business, investment incentives & qualified investment project, and labour & employment related issues. Sokvichhai also assists major business in preparing various commercial agreements. Currently, Sokvichhai is also leading Sithisak’s Investigation Team to investigate any labour related misconduct within client’s company.

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