Bilingual contracts are common in Cambodia, particularly in transactions involving foreign investors, international companies, and local businesses. While using two languages can help ensure mutual understanding, poorly drafted bilingual contracts can create serious legal and commercial risks. Careful drafting and proper legal review are essential to ensure that bilingual agreements are clear, enforceable, and aligned with Cambodian law.

Why Bilingual Contracts Matter in Cambodia

In practice, many commercial contracts in Cambodia can be drafted in both Khmer and a foreign language, most commonly English or Chinese. For foreign parties, a foreign-language version provides comfort and clarity. For local parties and authorities, a Khmer version is often critical, especially when contracts are submitted to courts, ministries, or administrative bodies. In the event of a dispute, the Khmer version is frequently relied upon by local institutions.

Tip #1: Clearly Identify the Prevailing Language

One of the most important clauses in a bilingual contract is the language clause, which specifies which version prevails in case of inconsistency. Without this clause, differences between the two languages can lead to uncertainty or disputes. Parties should carefully consider which language should be the prevailing language, bearing in mind that Cambodian courts may give greater weight to the Khmer version during enforcement.

Tip #2: Avoid Literal Translation of Legal Concepts

Legal terms do not always have direct equivalents across languages. A literal, word-for-word translation can distort meaning or create obligations that were never intended. This is especially risky when translating key clauses such as indemnities, termination rights, limitation of liability, and dispute resolution provisions. Using legal translators who understand both languages and Cambodian legal concepts helps ensure that each version reflects the same legal intent.

Tip #3: Align the Contract with Cambodian Law

Even where parties choose foreign governing law, certain aspects of a contract must still comply with mandatory provisions of Cambodian law. Bilingual contracts should be reviewed to confirm that key clauses — such as capacity, subject matter, payment terms, and penalties — are valid under local law. This is especially important for real estate, employment, consumer-facing agreements, and regulated industries.

Tip #4: Pay Special Attention to Definitions and Key Clauses

Definitions, schedules, and annexes are often overlooked in bilingual drafting, yet they are among the most common sources of inconsistency. Parties should ensure that defined terms, figures, dates, and technical specifications are identical in both versions. Even small discrepancies can cause disputes, delays, or challenges to enforcement.

Tip #5: Use Consistent Formatting and Version Control

A well-drafted bilingual contract should present both language versions clearly and consistently. Parties should also ensure that both versions are signed and dated simultaneously, and that any amendments or addendum are prepared in both languages to avoid confusion later.

Tip #6: Seek Legal and Translation Review Before Signing

For both foreign and local parties, professional review is essential. Legal counsel can assess enforceability under Cambodian law, while qualified legal translators can ensure accuracy and consistency between language versions. This combined approach significantly reduces the risk of misinterpretation, disputes, or rejection by authorities.

Conclusion

Bilingual contracts can be powerful tools for facilitating cross-border business in Cambodia, but only when they are drafted with care and expertise. By clearly identifying the prevailing language, ensuring accurate legal translation, and aligning contracts with Cambodian law, both foreign and local parties can protect their interests and build stronger, more reliable commercial relationships.