Cambodia · Corporate secretarial
Company secretary services in Cambodia
Since 2022, every limited company in Cambodia must appoint a resident company secretary. Emerhub takes the role, keeps your statutory records, and handles your filings with the Ministry of Commerce, so the company stays in good standing.
Overview
The company secretary requirement in Cambodia
Cambodia made a company secretary mandatory for every limited company when it amended the Law on Commercial Enterprises on 29 January 2022. The secretary is the person who receives official and legal documents on the company's behalf, keeps its statutory records, and handles its filings with the Ministry of Commerce. The amendment replaced the older idea of a registered agent and set clear responsibilities around records, meetings, and the annual declaration.
For a foreign-owned company, the catch is the address rule: the secretary has to be resident in Cambodia. Most foreign owners do not have a resident officer, so they appoint an outsourced company secretary. Emerhub takes the role, keeps your registers and minutes current, and files on time. It pairs naturally with our wider Cambodia corporate services and company registration.
What we cover
What our corporate secretarial service covers
The full company secretary role, held for you.
Resident company secretary
We act as your appointed company secretary with a permanent address in Cambodia, the role the Law on Commercial Enterprises now requires.
Statutory records
We keep your share register, articles of incorporation, minutes, and resolutions current, and held for the ten years the law requires.
Annual declaration (ADCE)
We file your Annual Declaration of Commercial Enterprise with the Ministry of Commerce, on time, every year.
Changes at the Ministry of Commerce
Director, shareholder, registered address, and capital changes, lodged and recorded with the Ministry of Commerce.
Meetings and resolutions
Board and shareholder meeting notices, minutes, and resolutions prepared and kept on file.
Company extracts and records
Certified company extracts and corporate records retrieved whenever a bank, partner, or auditor asks.
The remit
Filings and records your secretary handles
Cambodia's compliance calendar has three masters: the Ministry of Commerce, the General Department of Taxation, and the accounting regulator. The Ministry of Commerce side is where your secretary lives, and a missed annual declaration costs about KHR 2 million per year. These are the recurring obligations we take care of:
| Filing or record | With | When |
|---|---|---|
| Annual Declaration of Commercial Enterprise (ADCE) | Ministry of Commerce | Within three months of the registration anniversary |
| Director, shareholder, address, or capital change | Ministry of Commerce | When the change happens |
| Statutory registers, minutes, and resolutions | Held by the secretary | Ongoing, retained for ten years |
| Company extract and certified records | Ministry of Commerce | On request, for banks and audits |
Common questions
Cambodia company secretary FAQs
What foreign owners ask about the role in Cambodia.
Is a company secretary mandatory in Cambodia?
Yes. Since the Law on Commercial Enterprises was amended on 29 January 2022, every limited company must appoint a company secretary with a permanent address in Cambodia. The secretary receives official documents and keeps the company's statutory records.
Who can be a company secretary in Cambodia?
The secretary must have a permanent address in Cambodia, but does not have to be a Cambodian national. For foreign-owned companies with no resident officer, an outsourced resident secretary is the usual solution, which Emerhub provides.
Can Emerhub act as our outsourced company secretary?
Yes. We take the appointed company secretary role for foreign-owned companies, maintain the statutory records, and handle filings with the Ministry of Commerce, so you stay compliant without a person of your own on the ground.
What is the Annual Declaration of Commercial Enterprise?
The ADCE is a yearly filing to the Ministry of Commerce that confirms your registered office, directors, and shareholders. It is due within three months of your registration anniversary, and your company secretary files it for you.
What happens if we miss the annual declaration?
A late filing draws a penalty of about KHR 2 million per year, and prolonged failure can lead to removal from the commercial register. An out-of-date record also slows banking and audits.
What records must a Cambodian company keep?
The share register, articles of incorporation, board and shareholder minutes and resolutions, and accounting records. Under the Law on Accounting and Auditing, records are kept for at least ten years. We maintain them as part of the service.
Can you take over as secretary if we registered through another provider?
Yes. We collect your existing records, rebuild any gaps, record the change of secretary with the Ministry of Commerce, and pick up the filing calendar from there.
Stay compliant in Cambodia
Talk to the Emerhub team
Tell us about your company. Emerhub will take on the company secretary role, rebuild your statutory records if needed, and keep your Ministry of Commerce filings current, so the compliance side runs without you chasing it.
Emailcambodia@emerhub.com