Introduction

On 19 January 2026, the Securities and Exchange Regulator of Cambodia (the “SERC”) issued a new Guideline on the Issuance of Real Estate Investment Fund Units of Collective Investment Scheme (the “Guideline”). This Guideline supplements the existing framework of Prakas No. 035 on the Issuance of Fund Units of Collective Investment Scheme dated 20 July 2023 (the “Prakas”) and aim to enhance transparency, investor protection, governance, and regulatory oversight in Cambodia’s growing real estate investment sector.

I. Scope and Purpose

This Guideline applies to issuance of real estate investment fund units of collective investment scheme in Cambodia. It is intended to address the regulatory gaps in the existing framework and strengthen accountability in fund structuring, asset management, valuation, disclosure, and related-party transactions.

II. Issuance and Fund Structure Requirements

(i) Establishment and Issuance Approval

A fund management company seeking to establish a real estate investment fund shall obtain the approval from the SERC and submit the documents, which required under the Prakas and this Guideline, as follows:

• A disclosure document;
• A collective investment contract;
• Investment policy of the fund which details the purpose and the maximum anticipated fund to be raised from the public investors;
• Number of unit holders for each type of collective investment funds to be established;
• A valuation report on real estate that the fund plans to invest no longer than 6 months prior to the application date;
• Purchase and/or lease agreement of real estate which the fund plan to invest accompanied by ownership and/or lease right over real estate confirming document;
• Agreement with guarantee purchase securities company in case the fund registered to sell its units in the derivative market;
• Agreement with securities registration agent, securities transfer agent and settlement agent in case the fund registers to sell its unit in the derivative market; and
• Other documents required by the SERC.

(ii) Permitted Investments

Real estate investment funds may invest in:

• Real estate located inside or outside of Cambodia;
• Bonds or equity securities of real estate development companies;
• Securities of person registered to sell securities
• Government securities
• Deposit and financial instrument that can be traded in money market
• Other instruments that are accredited by SERC.

Real estate investment shall fulfill the following conditions:

• Generate income;
• Be legally permitted for business use;
• Meet valuation requirements (valuation within 6 months, by SERC-accredited valuers);
• Comply with ownership and title requirements, particularly for offshore properties; and
• Avoid contractual restrictions that limit resale at market value or impose additional lease obligations.

III. Investment Allocation Rules

Real estate that can generate income to the funds shall be invested by the following conditions and restrictions:

• At least 65% of total fund asset value must be invested in income-generating real estate (directly or indirectly);
• Investment in real estate development companies limited to 20% of total assets (subject to revenue tests);
• Real estate under construction capped at 10% of total assets; and
• Minimum 10% of assets must be invested in securities registered in the derivative market.

IV. Fund Operations and Governance

Most real estate acquisitions and disposals must be priced within 110% (purchase) and 90% (sale) of the reference value determined by a SERC-accredited valuer, based on a valuation conducted within six months prior to the transaction. Any price deviation requires prior approval from the alternative asset management company.

Transactions involving the purchase or sale of real estate equal to or exceeding 5% of the fund’s net asset value require approval by a two-thirds (2/3) majority of fund unit holders. Unit holders with a financial or non-financial interest in the transaction are excluded from voting. Multiple related-party transactions within the same accounting period are aggregated for approval purposes, except where previously approved.

Real estate purchase or sale agreements must be fully executed within six months (or such other period approved by the SERC), depending on the timing and size of the transaction, and ownership transfer must be completed in accordance with applicable law. Funds are required to distribute at least 90% of net profits to fund unit holders each accounting period.

V. Leverage Limit

The fund may obtain leverage in amounts no more than 35% of the fund total asset value or any amount accredited by the SERC. The fund leverage includes the issuance of various financial instruments or the entry into any form of contract subject to leverage.

Disclaimer

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