Limited Liability Company
The Limited Liability Company (LLC) is the most common form of business structure in Cambodia. It should be the first option to consider when establishing a business in the country.
What is a Limited Liability Company in Cambodia?
Limited Liability Companies can either be 100% foreign-owned, 100% Cambodian-owned, or have a combination of foreign and Cambodian ownership.
A private limited company in Cambodia must have at least 2 and no more than 30 shareholders. A minimum of one director who can be either a Cambodian national or a foreigner is also required.
It is possible for Private Limited Companies to be formed with a single shareholder, this is known as a single-member private limited company.
Private limited companies are a separate legal entity and cannot be held personally liable for the company’s debts.
• Foreign ownership
100% foreign ownership is possible.
• Number of shareholders required
At least 2 shareholders are required and the number of shareholders cannot exceed 30.
• Legal status of an LLC
Separate legal entity
• Minimum Capital Requirements
At least KHR 4 million (USD 1,000)
• Business Restrictions
Numerous business activities including services can be done as 100% foreign owned company
• Hiring of Foreign employees
It is possible to hire foreign staff.
USD 2,160 *
+ 10% VAT
About 6 to 8 weeks
* Official Fees included
Scope of work
- Review of the application by a qualiﬁed corporate expert ﬂuent in Khmer and English.
- Preparing the constitutional documents for registering a limited company.
- Filing the relevant applications.
- English translation of the constitutional documents.
- Advising you on the post registration duties to ensure a smooth business operation.
Additional services that you may need
- Shareholder Agreement From USD 1,000
- Monthly & Accounting and Tax filings From USD 100
What is the process for registering a Limited Liability Company?
Our experts can assist you with the initial steps for registering your Limited Liability Company. This includes:
- Checking the name of the company is available through the Online Business Registration Portal
- The investors must lease an office that will serve at a registered address with the MOC/MoEF.
A few days
Collecting documents and filing the application
Our team of experts will collect, collate and fill in all the required documents, ready for your signature.
A few days to collect documents from the parties and prepare the application
Registration of the Limited Liability Company
Our team of experts will file all the documents and application forms with the relevant Government Departments; Ministry of Commerce (MOC) and General Department of Taxation (GDT).
- Liaise with the MOC until the company receives the Certificate of Incorporation and the acknowledgement of the declaration of opening enterprise
- Liaise with the GDT (General Department of Taxation) until the company has been issued a patent tax certificate, a VAT certificate, and acknowledgement of the declaration.
- Liaise with the MLVT to receive the declaration of opening enterprise
The whole process of registering a limited company usually takes around 30 days
Our experts can assist with you the next necessary steps to start your business:
- National Social Security Fund registration
- Work Permit for foreign employees
- Open a corporate bank account
- Annual Declarations of Commercial Entreprise with the MOC.
- Annual and Monthly tax declaration with the GDT.
- Updating the MLVT of any changes of employees.
Frequently asked questions
What is the price to register a company?
The Government fees for registering a Limited Company is THB 8,500, however, the legal fees are dependent on the overall scope of work. The service fee from our corporate expert to register a company starts from THB 20,000 for a 100% foreign Thai or foreign owned company. If there is a mix of foreign and Thai shareholders (Joint Venture), the service fee is THB 40,000.
For a Preference Share structure (alter voting rights and dividend rights), the service fee is THB 20,000 (our experts will need to draft specific Articles of Association). If you need a Shareholder Agreement, our service fees start from THB15,000.
What is the minimum capital to register a company?
Limited Companies in Thailand can be registered through issuing 3 shares with a value of THB 5 each. However, in practice you would need at least THB 50,000 to register a company. It is also possible to deposit only 25% of the desired capital when registering a company. If the company in question wishes to hire foreign staff, it is necessary to have a minimum paid up capital of THB 2 Million per foreigner/Work Permit required.
How many directors are required in a Limited Company?
A Thai Limited Company is required to have at least 1 Director. Directors can be either Thai or foreign.
How many shareholders are required in a Limited Company?
A Thai Limited company is required to have a minimum of 3 shareholders.
Do I need a Thai partner to register a Limited Company?
It is not required to have a Thai Partner when registering a Limited Company in Thailand. However, if your company is majority owned by foreigners (>50%) numerous business activities, including services are restricted and require you to obtain a Foreign Business Licence (FBL), whereas having Thai Partners (51% Thai and 49% Foreign ownership) allows the company to engage in most business activities.
Do I need to lease an office for the company registration?
A corporate address is a mandatory requirement for registering a Thai Limited Company. During the initial stages of registering a company (company and tax registration), the address doesn’t have to be a dedicated office space. However, when the Limited Company starts undertaking its business activities, a dedicated office space is required. This is a requirement for VAT and Social Fund registrations, as well as hiring foreign staff.
When registering for VAT companies will need to submit documents from the owner of your office/registered address, a copy of the lease agreement, and pictures of the office with the employees.
Social fund registration
All employees (both Thai and foreign) are required to be registered with the Social Security Fund. As part of the registration process, photos of the employees at their workplace as required.
What are the ongoing obligations for the company once it is registered?
Thai companies are subject to ongoing obligations in the following areas, corporate and accounting.
Corporate: Any changes to the corporate structure of your company e.g. a changes to the companies name, registered capital, shareholders and address etc, must be registered with the relevant authorities. Please note, that companies are only obliged to report these changes when they arise and not at specified times.
Accounting: Registered Thai companies are subject to monthly and yearly accounting obligations. These include filing tax VAT and Withholding Tax (WHT) documents to bookkeeping and annual audits.
How can I obtain Work Permits for foreign employees?
To support a Work Permit for a Limited Company in Thailand the following is required:
- A minimum Capital Investment of 2 Million Baht required.
- Four Thai employees must be hired.
Please note, that the above only applies to 1 Work Permit. Each additional Work Permit required must also meet the above requirements i.e. 2 Work Permits = 4 Million THB and 8 Thai employees.
Additionally, if the employee requiring a Work Permit is married to a Thai National, only THB 1 Million registered capital is required.
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(*) This Conversation is intended to provide basic answers to questions you may have about the Limited Liability Company. But it is not a Lawyer’s Consultation. Learn more.
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