总体概况

柬埔寨公司注册证书正式成立了公司；但该公司尚未完成其合规计划。公司记录和会计工作从很早的时候就开始了；税收登记可以早在首次销售之前进行；而招聘工作则需要承担单独的劳动和社会保障责任。.

董事们应该根据法律规定来确定每个义务的触发点，而不是认为一份注册即可涵盖所有相关部门。.

对于普通股份有限公司来说，低营业额并不一定意味着纳税少、免交财务报告或免交报税。同样，注册也不一定需要进行独立法定审计。.

审计取决于实体的类别以及现行标准，其中包括2026年8月18日第063号通知所引入的重要变更。.

1. 了解柬埔寨的企业监管框架

商务部 维护商业登记处。. 税务总局（GDT）, 在经济和财政部（MEF）下，税务部门负责管理税收。会计和审计监管机构（ACAR）负责监督会计、报告和审计方面的要求。.

国家社会保障基金（NSSF） 负责就业相关社会保障的机构，而 劳动与职业培训部（MLVT） 负责劳动合规管理。. 柬埔寨发展委员会（CDC） 在投资激励措施或许可活动适用的地方，部门监管机构就变得至关重要。.

综合登记门户网站可以简化申请流程，但企业应保留各主管部门的批准，并核实尚未完成的步骤。税务识别号码并不能证明申请已完成。 ACAR 或者NSSF登记。.

2. 与MoC签订的组建后义务

保留公司注册证书、章程、股东名单、决议和会议记录，保持有效的注册办事处和最新注册信息。董事、股东、地址、资本或业务活动的变更都需要获得相应的公司批准，并进行相应的注册更新；不要等到年度申报时再进行更改。不同的变更可能需要不同的程序和时间限制。.

根据第117号通知，自2026年1月8日起，年度商业企业申报窗口将在登记周年前三个月开放，在此之后还有15天的宽限期。.

该声明确认了注册信息和运营状况；收入的缺失并不取代这些信息。公布的MoC关税表规定了80,000柬通兑的费用，但实际支付的金额应根据当前门户网站的关税表进行确认。.

2026年5月的第二阶段改革规定了电子文件提交，并明确了公司秘书的注册要求。此前宣布的强制性秘书要求已被推迟至2027年1月1日；在此之前，公司应在相关类别下查看相关实施情况。保持授权的门户访问权限，包括： CamDigiKey. 此外，应根据第287号次级法令的要求，安排ADCE所需的国家域电子地址；商业公司通常使用 .com.kh 域名。.

3. 税务登记和持续的纳税遵从

a) 注册和分类

第701号通知和现行的GDT指南规定，经济活动开始或获得相关登记证书或许可证后的15个工作日内进行登记。而2023年《税收法》第203条则使用15天的时间。鉴于措辞上的差异，除非GDT另有说明，否则在15个日历日内完成登记是合理的控制措施。.

对必要的注册更新也应用同样的保守控制措施。即使注册流程已完成，也要检查税收证明、申报活动、银行信息和电子访问权限。.

第009号法令一般将注册法人实体归入中等纳税人类别，除非适用大型纳税人标准。按营业额计算的大额门槛值在农业方面超过40亿柬通汇，在服务业或商业方面超过60亿柬通汇，在工业方面超过80亿柬通汇；具体法律类别也符合此标准。.

这一细分领域主要涉及个体经营和合伙企业。一家新成立的公司之所以不能选择这一类别，并不意味着其销售额低。.

b) 主要税种

税	常规治疗和诱发因素
专利税	标准年度中等纳税额：1,200,000 柬通兑；大型纳税人需支付3,000,000 柬通兑，或超过100亿柬通兑的营业额则需支付5,000,000 柬通兑。申请于1月1日至3月31日之间提交。上半年开始生效时收取全额年度费用；下半年开始生效时，按规定收取一半费用。在不同市/省内的独立活动或业务可能需要额外的专利。.
所得税	通常应纳税收入的20%。在年底三个月内申报并缴纳：12月31日截止的年度，3月31日申报。亏损不影响年度申报义务。.
所得税预缴	通常 1% ，月营业额包括除增值税以外的其他税款，可抵扣年度所得税。具体豁免和奖励可能适用。.
最低税率	如果未能保持适当的会计记录，则可能需要对年度营业额（包括增值税以外的其他税款）进行1%的计算。这并不意味着每家公司都会额外收取1%的费用。.
增值税	通常情况下，国内应税供应和进口的税率为10%；对于在国外提供的符合条件的出口和服务，税率为0% 。免税供应和特殊交易规则需要单独分析。.
薪资和福利待遇	居民薪酬采用从0% 到20%的逐步递增月薪率；非居民薪酬通常为20%。可征税的福利通常需缴纳20%的税费，由雇主承担。.

这些都是标准规则，需符合有效的激励措施和行业规定。专利待遇遵循《第47号分则》和《第193号施行细则》；所得税规则遵循《2023年法》和《第578号施行细则》；工资待遇规则遵循《第48号分则》和《第575号施行细则》。.

居民薪资范围如下：最高1,500,000韩元，0%；最高1,500,001至2,000,000韩元，5%；最高2,000,001至8,500,000韩元，10%；最高2,000,001至12,500,000韩元，15%；最高12,500,000韩元以上，20%。请逐步适用这些范围，并酌情扣除任何合法费用，而不是将最高范围适用于全部薪资。.

c) Withholding and invoicing

Domestic withholding commonly includes 15% on specified services paid to unregistered resident individuals, 10% on rent, and 15% on resident interest and royalties.

Check registered-supplier invoice exemptions and the exception for interest paid to Cambodian-registered banks or financial institutions. Circular No. 024 dated 31 December 2025 exempts qualifying royalties and interest between self-assessment taxpayers supported by proper invoices; recipients must still recognise and declare the income.

Covered Cambodia-source payments to non-residents, including relevant service fees, interest, royalties and dividends, generally attract 14%, subject to exceptions and treaty procedures. Review accrued liabilities as well as cash payments.

Issue the correct tax or ordinary invoice and retain eligible input-VAT evidence. Business expenditure alone does not establish a VAT credit: the invoice, supplier status, business purpose and statutory restrictions matter. E-filing, an electronic accounting invoice and the Cambodia E-Invoice System are distinct.

Circular No. 007 dated 1 June 2026 covers specified government procurement; it does not establish a universal requirement for private B2B invoices to pass through that system. Check whether a government customer falls within the rollout.

d) Returns, records and inactive periods

Monthly declarations and payments are ordinarily due by the 20th of the following month for manual filing and the 25th through electronic filing, subject to official calendar adjustments.

Maintain required nil returns where there is no activity; startup rent, professional fees, imports or payroll may still create reportable transactions before sales begin. Suspension or closure requires the appropriate formal process.

Medium and large taxpayers retain supporting records for ten years from the end of the tax year. Reconcile returns to the ledger, bank accounts, invoices and payroll, and retain submission acknowledgements and payment receipts for tax-audit readiness.

4. Accounting and financial reporting

Four obligations must be distinguished: bookkeeping records transactions; financial statements preparation produces the annual accounts; submission deposits them with ACAR; independent audit supplies an auditor's opinion where required. An exemption from audit does not, by itself, remove the other obligations.

The Law on Accounting and Auditing requires accounting books and valid supporting documents. Record incorporation costs, subscribed capital, shareholder funding and subsequent transactions appropriately from the company's formation.

Article 21 establishes the calendar year and a new entity's first period from formation to 31 December of the same year, unless an authorised alternative applies. Article 17 requires preparation within three months after year-end. Keep accounting records for at least ten years from their creation; tax and corporate retention clocks must also be respected.

Publicly accountable entities use full Cambodian International Financial Reporting Standards (CIFRS). Eligible entities without public accountability can use CIFRS for SMEs, while qualifying unaudited entities may use the distinct Cambodian Reduced Financial Reporting Framework (CRFRF), which excludes consolidated financial statements.

Eligibility, group reporting and sector requirements determine the choice. The third edition of the SME standard takes effect for periods beginning on or after 1 January 2027, with early application permitted.

Khmer and Khmer riel remain the statutory baseline. ACAR Notification No. 031/24 relaxes routine translation of English accounting records and supporting documents, while allowing ACAR to request translations.

It should not be treated as blanket permission for English-only or foreign-currency-only statutory statements. Confirm any separate notification or approval required for the company's system and reporting arrangements.

Arrange ACAR financial identification number (FIN) and e-filing access. Under Prakas No. 063, in-scope unaudited financial statements are due within three months and 20 days after year-end; audited financial statements and the audit report within six months and 20 days.

For 31 December 2026, these dates are 20 April and 20 July 2027 respectively, absent an authorised extension. Small taxpayers are expressly excluded, but an ordinary limited company is generally at least medium. Annual enterprise filing fees under Prakas No. 016 are KHR 200,000 unaudited and KHR 300,000 audited.

5. Independent statutory audit

Prakas No. 063 replaces Prakas No. 563 of 10 July 2020. Its revised audit criteria apply from the 2026 accounting period. Specified categories include public enterprises, publicly accountable entities, QIPs, foreign-company branches and casino operators.

Specified licensed developers of houses or buildings for sale are covered where annual turnover reaches KHR 8 billion. A foreign-owned Cambodian subsidiary and a foreign-company branch therefore require different analyses.

Other enterprises require audit when they meet at least two of these three tests:

Test	阈值
Annual turnover	Commerce: at least KHR 20 billion; industry: at least KHR 30 billion; services: at least KHR 8 billion
年末资产总额	At least KHR 10 billion
Average workforce during the accounting year	At least 100 workers, calculated using monthly employee figures

Document the relevant sector and measurement basis. A company can meet the applicable criteria in its first accounting period; no general incorporation-year exemption is established. An enterprise that ceases to meet Article 9's criteria must continue annual audits for three consecutive years if its turnover remains at least KHR 5 billion. Falling below a threshold should therefore trigger reassessment, not automatic cancellation.

Article 15 allows applications for specified Article 8 entities inactive for at least 12 months after their latest audited period, or Article 9 entities falling below the criteria with turnover below KHR 5 billion. Apply within 30 days after year-end; the application fee is KHR 1 million and relief is not automatic.

Appoint an appropriately ACAR-licensed independent auditor early, assess independence from accounting services, and complete the audit and issue the report within six months after year-end: 30 June for calendar-year accounts, before the 20 July filing deadline. Non-profit entities have separate criteria.

6. NSSF and employee-related compliance

Prakas No. 168/22 covers employers with one or more workers, including relevant casual and foreign workers. Covered enterprises register within 30 days after opening; new workers must be registered within three days of starting employment.

Use an existing worker's NSSF membership where applicable. Incorporation without workers does not itself generate payroll contributions, but companies must verify their registration status and the actual employment position of paid directors or managers.

For workers subject to all three compulsory schemes, current contribution rates are:

Scheme	Employer	Employee
Occupational risk	0.8%	Nil
Health care	2.6%	Nil
Pension during the current first phase	2%	2%
Total	5.4%	2%

Check pension eligibility, including the exclusion for members aged 60 or above. Use the prescribed contributory wage, not uncapped gross salary. At the KHR 1,200,000 maximum base for a worker covered by all three schemes, the employer pays KHR 64,800 and deducts KHR 24,000 employee pension, remitting KHR 88,800. Obtain the current NSSF wage assessment table for other salaries; legacy minimum and band tables should not be assumed current. The pension phase began nationally in October 2022 and does not restart for each employer.

Remit contributions by the 15th of the following month and submit the monthly workforce report by the 20th. Reconcile enrolment, payroll and remittances, using the NSSF-notified exchange rate for foreign-currency wages. Employer contributions must not be transferred to employees.

7. Additional labour and conditional regulatory requirements

The MLVT opening declaration is normally required before operations. Labour Law Article 17 permits enterprises with fewer than eight permanent workers and no machinery to declare within 30 days after opening. Under the 2025 digital procedure, new enterprises use the registration portal and establish LACMS access within 30 days after receiving the opening-declaration acknowledgement.

Hiring and departure declarations are normally required within 15 days, subject to statutory exceptions. Enterprises with at least eight workers require internal regulations, established within three months after opening after consulting worker representatives and approved by the labour inspector before effectiveness.

Fixed-duration contracts must be written; written contracts for all staff are sound practice. Maintain the establishment register, employment records and payroll. Prakas No. 111/25 requires the LACMS payroll declaration and QR process, plus uploads by the following month's 20th, separate from NSSF reporting. Submit labour self-inspections by the end of June and December.

Foreign workers require appropriate immigration status, work permits and employment cards; employer quota approval is separate. The 2027 quota window runs from 1 September to 30 November 2026. Permits require annual renewal; the 2026 renewal deadline was 31 March 2026. Monitor the next notice. New foreign arrivals working or self-employed generally apply within 90 days of arrival. Check foreign-owner and director obligations individually; a visa or absence of ordinary payroll is insufficient to establish exemption.

Check activity-specific licences before operating, including regulated financial, industrial, tourism, education, construction or e-commerce activities. QIPs have CDC reporting and incentive conditions alongside tax and audit duties.

Sub-Decree No. 139 requires semi-annual and annual investment reports within 20 working days after the relevant tax-return deadline. Electronic personal information is subject to existing safeguards, including the E-Commerce Law. MPTC was still consulting on a draft personal-data law in August 2026; confirm any subsequent enactment rather than treating draft requirements as law

8. First-year compliance roadmap

The first 30 days should resolve registrations, records and operating permissions; the first 90 days should establish reliable monthly routines and required internal rules. These are planning horizons: earlier statutory deadlines still apply.

Compliance obligation	Responsible authority	Applicability or trigger	Statutory deadline	Frequency
Company annual declaration	MoC	Registered limited company	From 3 months before registration anniversary; 15-day grace afterwards	Annual
Tax registration	GDT	Activity commencement or relevant certificate/permit	Procedure: 15 working days; Law Art 203: 15 days; complete within shorter period pending confirmation	Initial; update on changes
Monthly tax declaration and payment	GDT	Registered taxpayer; applicable taxes or required nil returns	Ordinarily 25th electronically; 20th manually, following month	Monthly
Patent Tax renewal	GDT	Registered business and applicable patent category	1 January–31 March; initial payment at registration as applicable	Annual; new activity/site as applicable
Annual Tax on Income filing and payment	GDT	Company tax year, including a loss	Within 3 months after year-end; normally 31 March	Annual
Financial statement preparation	ACAR	Company accounting year	Within 3 months after year-end	Annual
Financial statement submission	ACAR	Entity within Prakas 063	Unaudited: 3 months 20 days; audited: 6 months 20 days after year-end	Annual
Independent statutory audit	ACAR	Category or two-of-three criteria; continuation rules	Complete and issue report within 6 months after year-end	Annual when required
NSSF employer registration	NSSF	Opening of covered enterprise with workers	Within 30 days after opening	Initial; updates when required
NSSF worker registration	NSSF	Worker starts employment; check existing membership	Within 3 days after starting work	Each new worker
NSSF contributions and workforce report	NSSF	Covered employment and monthly contribution route	Payment: following month's 15th; workforce report: 20th	Monthly
Labour opening declaration and LACMS	MLVT	Enterprise opening; statutory small-enterprise exception	Before opening, or within 30 days if exception applies; LACMS within 30 days after opening acknowledgement	Initial
Hiring and departure declarations	MLVT	Reportable worker movement	Normally within 15 days; statutory exceptions apply	On each event
Payroll submission and self-inspection	MLVT	Covered employer	Payroll: following month's 20th; self-inspection: end June and December	Monthly / twice yearly
Internal regulations	MLVT	At least 8 workers	Establish within 3 months after opening; inspector approval before effectiveness	Initial; revise when needed
Foreign workforce quota and permits	MLVT	Foreign employment or relevant working-owner status	2027 quota: by 30 November 2026; new-arrival permits: within 90 days; annual renewals per notice	Annual / event-triggered

For a company formed in October 2026 with a 31 December year-end, the initial reporting period ends that December. Plan 2026 income-tax filing and financial statement preparation by 31 March 2027; then follow the applicable ACAR filing and audit deadlines. The 2027 patent renewal is also due by 31 March.

9. Common compliance risks and misconceptions

“No sales” is not equivalent to “no transactions” or “no filings”. A tax return does not replace an ADCE or ACAR filing. NSSF enrolment does not replace MLVT reporting.

Being a small business commercially does not establish small-taxpayer status. An audit requirement cannot be assessed from turnover alone, and using an external accountant does not transfer directors' responsibility for the company's records and compliance.

10. Regulatory non-compliance and potential consequences

Tax defaults can attract additional tax of 10%, 25% or 40%, depending on the statutory category, together with interest of 1.5% per month or part-month on unpaid tax. Registration and reporting failures can also attract administrative sanctions.

For enterprises already holding an ACAR FIN, late annual filing under Prakas No. 063 can attract KHR 2 million per month, capped at KHR 12 million for the accounting period. Other registration, non-submission and audit breaches require separate assessment.

MoC non-filing can lead to penalties and inactive classification under the applicable conditions. NSSF and labour breaches can result in fines and corrective action.

Sub-Decree No. 102 dated 25 May 2026 introduces revised accounting penalties, generally from 25 November 2026, with specified provisions delayed until 25 May 2027. Apply the provision and commencement date relevant to the actual breach.

11. Recommended compliance practices

Assign an accountable owner for each authority, maintain one calendar showing both triggers and due dates, and keep control of regulatory accounts and official receipts. Close and reconcile accounts monthly; review withholding before approving payments and accruals. Forecast audit thresholds and choose the reporting framework early. Escalate changes in staff, activities, ownership and incentives before implementing them. Record any approved exemption or extension in writing.

12. Conclusion

Early compliance planning gives directors dependable financial information and a practical way to meet separate corporate, tax, reporting and employment obligations. The correct programme reflects the company's actual legal form, transactions, workforce and reporting criteria, and is updated as regulations change.

Frequently asked questions

Does incorporating a company complete all Cambodian registrations?

No. Check each authority's approval and outstanding steps. Tax, ACAR, NSSF, labour and activity-specific licensing requirements can arise at different times.

Must a Cambodian company file returns if it has no revenue?

No revenue does not automatically remove required tax declarations, corporate annual declarations or financial reporting. Startup costs and other payments can also create tax obligations before the first sale.

Does every newly incorporated company need a statutory audit?

No. Apply the category and threshold tests in Prakas No. 063, including continuation rules. A company may become subject to audit in its first accounting period, while an unaudited company can still have accounting and ACAR filing duties.

When are 2026 financial statements due with ACAR?

For a 31 December 2026 year-end, unaudited statements are ordinarily due by 20 April 2027. Required audits should be completed by 30 June 2027, with audited statements and report filed by 20 July 2027, subject to authorised extensions or later instructions.

Can a low-turnover private limited company be a small taxpayer?

Low turnover alone does not establish that status. Prakas No. 009 generally classifies registered legal persons as medium taxpayers unless large-taxpayer criteria apply.

When must a new employer register with NSSF?

A covered enterprise registers within 30 days after opening. New workers are registered within three days of starting employment, unless existing NSSF membership should be used. Coverage is not limited to employers with eight workers.

What are the current NSSF contribution rates?

For a worker covered by all three compulsory schemes, the employer pays 0.8% occupational risk, 2.6% health care and 2% pension; the employee contributes 2% pension. Apply the prescribed contributory wage and check pension eligibility.

Is the MoC annual declaration due on 31 March for every company?

The verified ADCE rule is tied to the registration anniversary: filing opens three months before it, with a 15-day grace period afterwards. Do not substitute the tax-year calendar for that rule.

免责声明

This publication provides general information as at 18 October 2026 and is not entity-specific legal, tax or accounting advice. Application depends on the facts, relevant Cambodia legal instruments and subsequent regulatory guidance. Obtain appropriate professional advice before acting, and refresh the regulatory review if publication occurs after this date.