The Ministry of Commerce of Cambodia (“MOC”) has introduced a series of regulatory reforms effective from 8 January 2026, aimed at reducing compliance burdens for enterprises while strengthening enforcement against prolonged non-compliance. These measures provide meaningful relief for companies with historical filing issues and modernize Cambodia’s commercial registration framework.

1. One-Time Penalty Relief for Late Filing of Annual Declarations

On 8 January 2026, the MOC issued a notification granting penalty relief to enterprises that previously failed to file their Annual Declaration of Commercial Enterprise (“ADCE”) for one or more years.

Key Change

Previously, enterprises were subject to a penalty of KHR 2,000,000 (approximately USD 500) per year of non-compliance. Under the new notification, the total penalty has been capped at KHR 2,000,000, regardless of the number of years missed.

Conditions for Relief

This penalty reduction is subject to the following conditions:

1. Payment Deadline: The consolidated penalty must be paid within 60 business days from the date of the notification (i.e. by approximately 1 April 2026); and
2. Background Check: The enterprise must participate in an MOC background check process aimed at strengthening anti-money laundering (“AML”) enforcement.

Enterprises that fail to meet these requirements risk being classified as “Inactive Companies,” which may adversely affect the validity of their commercial registration and restrict the exercise of corporate rights.

2. Stricter Consequences for Ongoing Non-Compliance

In parallel with the penalty relief, Prakas No. 117 dated 9 December 2025, which entered into effect from 8 January 2026, introduces stricter consequences for enterprises that continue to neglect their ADCE filing obligations.

Key Enforcement Measures

• Three-Year Rule:
  Enterprises that fail to file their ADCE for three consecutive years will be automatically classified as Inactive.
• Shareholder and Director Watch-List:
  Shareholders and directors of inactive companies will be placed on an MOC “watch-list” and will be prohibited from accessing public services, including registering new companies or making corporate amendments, until the company’s status is regularized.

These measures reflect the MOC’s shift toward more active enforcement of corporate compliance obligations.

3. Simplification and Digitalization of Business Registration Procedures

Prakas No. 117 also represents a major modernization of Cambodia’s commercial registration system, with particular benefits for foreign investors and multinational groups.

(a) Simplified Documentation and Notarization

• Flexible Notarization:
  Corporate documents for foreign shareholders or parent companies may now be notarized or certified by:
  • a Cambodian notary public;
  • an embassy or consulate in Cambodia; or
  • a foreign chamber of commerce recognized by the MOC.
• Recognition of Digital Signatures:
  The MOC now formally accepts digital signatures, reducing the need for physical “wet-ink” signatures on application documents.

(b) Modernized Registration Processes

• Online Branch Registration:
  Registration of local branches has transitioned to an online submission system, reducing the need for in-person filings.
• QR Code Verification:
  The MOC now uses the gov.kh platform, enabling instant verification of documents through secure and accessible QR codes.

(c) New Administrative Complaints Mechanism

A new administrative procedure allows shareholders to file complaints with the MOC to temporarily prohibit share transfers or corporate amendments where there is evidence of serious prejudice or violation of shareholder rights.

(d) Corporate Governance and AML Enhancements

• Mandatory Company Secretary:
  The Prakas reiterates the requirement that companies must appoint at least one company secretary responsible for receiving and maintaining official corporate records.
• Enhanced Due Diligence:
  The MOC will conduct individual background checks on incoming directors and shareholders through its electronic platforms, replacing the previous self-declaration letter requirement.

Key Takeaways for Businesses

• Companies with historical ADCE non-compliance should take advantage of the limited-time penalty relief before 1 April 2026.
• Ongoing non-compliance now carries serious consequences for both the company and its directors or shareholders.
• Foreign-owned enterprises will benefit from simplified documentation, digital signatures, and online registration processes, but should prepare for enhanced AML scrutiny.

How We Can Assist

Navigating regulatory reforms in a developing market requires careful planning and local expertise. We regularly advise clients on ADCE filings and MOC registration procedures.

If you have any questions or require assistance in assessing the impact of these changes on your business, please do not hesitate to contact us.