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Article Title International In-house Counsel Journal Vol. 5, No. 19, Spring 2012, 1 Legal Considerations for Investment in Cambodia JOSEPH M. LOVELL Group General Counsel and COO, Leopard Capital Ltd, Cambodia The Kingdom of Cambodia has come onto the radar of international investors as economic development has continued in the Kingdom providing opportunities for investment across a wide range of sectors. While numerous factors support the continuing expansion of international investment in Cambodia, the trend for international investment in Cambodia has been supported by the growth and maturation of the local legal system. However, while it continues to improve, the Cambodian legal system remains opaque and not fully formed and, therefore, reliable legal outcomes are not always guaranteed in local forums. It is, therefore, important for international investors in Cambodia to take note of a number of legal issues when planning a deployment of capital to the Kingdom. Over the last decade, Cambodia has posted strong economic growth rates. Based on a range of public sources, from 2004 to 2007, the economy grew about 10% on an annual basis, driven largely by growth in the garment sector, construction, agriculture, and tourism. GDP contracted slightly in 2009 under the impact of the global economic downturn, but bounced back to over 4% in 2010 despite continuing international economic uncertainties. 2011 GDP growth was approximately 6.5%. The government is forecasting 2012 GDP to be 7-8% year over year. In addition to the attraction of the expanding economy, investment in Cambodia is driven by its advantageous geographical positioning, stable government, trade integration, improving transport and communications infrastructure, and wealth of natural resources, including arable land and mineral deposits. Since the 1993 United Nations Transitional Authority in Cambodia election, Cambodia has maintained a stable government and social structure. Elections subsequent to 1993 have been noted by international observers to be increasing in fairness and efficiency. The prime minister, Hun Sen, while still under 60 years of age, has retained his post since 1985 and most of the senior officials in the government have held the same or similar positions for close to two decades. This continuity has provided stability and a growth in administration expertise. While fostering domestic stability, Cambodia has also effectively reintegrated itself into the international diplomatic regime. In April of 1999, Cambodia joined the Association of South East Asian Nations (ASEAN) and for 2012 is acting as chair of the Association. Besides encouraging increased trade between its member nations, in 2010 the ASEAN-China Free Trade Agreement came into effect to support expanded economic integration between its members and the world’s second largest economy. In October of 2004, Cambodia became the 148th member of the World Trade Organization (WTO) with the commitment to enact all necessary laws and regulations under WTO guidelines. These initiatives have successfully brought Cambodia into important frameworks that strengthen its economic position and commit the government to international standards in regards to a number of legal protections and rights. International In-house Counsel Journal ISSN 1754-0607 print/ISSN 1754-0607 online 2 Joseph M. Lovell Since the reorganization of the government, Cambodia has moved to update and improve its legal system. Many key basic regulatory building blocks have been put into place to build the legal foundation for a modern economy. These laws include the Law on Investment (1994), Labor Law (1997), Banking Law (1999), Property Law (2001), Trademark, Copy Right and Patent Laws (2001-2003), Law on Negotiable Instruments (2005), Law on Commercial Enterprises (2005), Law on Commercial Arbitration (2006), Secured Transactions Law (2007), and Insolvency Law (2007). However, while indicative of the government’s genuine dedication to modernizing the economy and legal system, the implementation and interpretation of many key elements of these and other laws is not always standard or clear in practice. A new milestone in the advancement of the Cambodian legal system was reached in December 2011 with the promulgation of the new Civil Code. Previously there was a lack of a comprehensive body of private law clearly establishing personal rights and obligations in private sector transactions where such had only before been addressed piece meal in various decree laws. The Civil Code addresses, inter alia, major issues of private law including contracts (including sales, leases and employment), torts, the concept of unjust enrichment, secured transactions, and marriage, family and succession. While the new Civil Code represents a significant advancement in the legal framework of Cambodia, a number of notable issues remain in regards to implementation. Potential conflicts between antecedent and un-repealed decree laws remain, as while in some articles the new Code is specified to take precedence over older decrees, there remain areas which are still unclear as to what laws should be applied. At the same time, not all of the provisions of the Civil Code are self- executing and further regulatory promulgation and revision are necessary for the effective implementation of such Code provisions. These areas include issues regarding land transfer and title registration and the formation of business entities. Moreover, as the Code is new, there is a certain lag time for judges, lawyers, ministry officials and other concerned authorities to become fully knowledgeable regarding the new Code and the necessary implementation regulations. This further contributes to uncertainty regarding the specific application of Code provisions in Cambodian legal proceedings. Except for the ownership of land and restriction on a limited number of business activities, the Cambodian commercial law does not discriminate against foreign nationals. Foreign investors can own 100% of a Cambodian registered business enterprise. There are no practical restrictions on fund transfers and no exchange controls. Though the Foreign Exchange Law allows the National Bank of Cambodia to implement emergency exchange controls in the event of an economic crisis, this power has never been exercised. Cambodian law also offers investors various tax and duty exemptions and employment allowances. With regards to tax exemptions, investors can enjoy a corporate tax exemption for up to eight years depending on the nature of the project. Additionally, there is a 100% exemption of export tax available for some investors. The Ministry of Commerce (MOC) and the Council of the Development of Cambodia (CDC) are the institutions responsible for regulating business registration and foreign direct investment in Cambodia. Forming a company in Cambodia is generally not complex and can often be completed in as little as two weeks. Company formation is effectuated by the filing of the necessary documentation with the MOC. Legal Considerations in Cambodia 3 The current allowable forms of business entities registrable in Cambodia are the limited liability company, branch office, representative office and a sole proprietorship. Limited liability companies can be organized as a single member private limited company, and a private limited company. Partnerships may be organized as a general partnership and limited partnership. The business entity most used by foreign investors in Cambodia is the private limited company. It is most often established as a subsidiary of an offshore holding company. A limited liability company must issue a minimum of one thousand (1,000) shares with a par value of four thousand (4,000) riels per share. If specified in the articles, including the specific rights, restrictions and conditions, the company may issue more than one class of shares. The Law on Commercial Enterprises limits a shareholder’s liability to the price of the shareholder’s subscription with the exception of a sub decree (2005) that provides for shareholder liability for unpaid taxes of the company. The sub decree gives authority to the tax office to withhold the property of shareholders, directors or managers who are liable for unpaid taxes of their company. A director may be any legally competent person over the age of 18 and does not need to be a shareholder in the company. A private limited company must have one or more directors and a public limited company must have at least three directors. Directors are elected by an ordinary resolution of shareholders who have the right to vote. The Law on Commercial enterprises imposes a number of obligations on directors. Like shareholders, directors may be liable for the unpaid taxes of a company where the director had knowledge and an intention not to report to the taxation office. A director or officer of a company also has a duty to disclose in writing, the nature and extent of his or her interest in the company in relation to any contracts with the company or his or her material interest in any person who is a party to a contract or proposed contract with the company. Branch offices and representative offices have very limited scopes of operation and are not eligible for CDC investment registration. The use of partnerships, outside of small local operations, has been, so far, limited by the lack of clarity from MOC on registration and implementation details. A representative office may be established by an eligible foreign investor to source local goods and services and to collect information for its parent company. They may also act as to promote and market the parent company’s products and services in Cambodia. A representative office should derive no income from its activities. A branch office can be registered for the purpose of conducting a particular commercial activity in Cambodia. The branch office is considered the same entity as the parent company. It can conduct the same activities as representative office and may, in addition, purchase, sell or conduct regular professional services or other operations engaged in production or construction in the Cambodia. The branch and parent company have joint liability with respect to losses and debts of a branch office.
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