Closing a company in Cambodia

TL;DR

• Closing a company properly = voluntary dissolution: shareholders’ resolution, appointing a liquidator, tax clearance from the GDT, then deregistration at the Ministry of Commerce (MoC).
• Tax clearance is a prerequisite: the GDT runs a final audit before issuing the certificate of tax situation, without which the MoC cannot strike off the company. This is the longest step — budget 6 to 18 months in total.
• Leaving a company dormant without liquidating it is a common mistake: the patent tax and monthly returns stay due, and penalties accumulate in the directors’ names. See the tax deregistration detail.

When to liquidate rather than transfer

Before starting a liquidation, check whether a share transfer would be simpler:

• Transfer: you sell or hand the company to a buyer. The entity survives, you exit. Faster, no closing audit.
• Liquidation: the company ceases to exist. Required if nobody takes over the business, or if you want to settle your Cambodian tax obligations for good.

A company with no debt and no disputes liquidates far faster than one with incomplete accounts.

Legal framework

Voluntary dissolution is governed by the Law on Commercial Enterprises (LCE) (as amended) and instructions from the MoC and the GDT.

• Resolution to dissolve: a shareholders’ decision, required by article 252 of the LCE.
• Special resolution: passed by a majority of at least two-thirds of the votes cast, or by a written resolution signed by all shareholders entitled to vote (article 236).
• Liquidator: the LCE requires appointing one; the liquidator keeps the books and records for at least 10 years (article 62).
• Tax: article 203 of the Law on Taxation requires filing monthly returns and the annual income tax return up to the date of the dissolution application.

Cost and timeline

• Timeline: 6 to 18 months, the GDT tax audit being the bottleneck.
• The company name stays locked for one year after the deregistration is approved (unavailable for reservation).

How to liquidate a company

Step 1 — Vote the dissolution at a shareholders’ meeting

Shareholders pass a special resolution to dissolve (≥ 2/3, arts. 236 and 252 LCE). Keep the minutes, the resolution date and the consent: these are required for the MoC filing.

Step 2 — Appoint a liquidator

The resolution appoints a liquidator — in practice an ACAR-licensed accounting or audit firm (Accounting and Auditing Regulator of Cambodia). The liquidator:

• realises the assets (sale, collection);
• pays creditors in the legal order;
• prepares the liquidation report filed with the MoC.

Step 3 — File the “Notice of Intention to Liquidate/Dissolve” with the MoC

On businessregistration.moc.gov.kh, under Maintain Company → File Notice of Intention to Liquidate/Dissolve:

1. Upload the statement of intent to liquidate / dissolve.
2. Attach the resolution, the resolution date and the consent.
3. Submit. The MoC approves entry into liquidation.

Step 4 — Obtain GDT tax clearance

This is the critical and longest step. Governed by the GDT Instruction on permanent business dissolution (17 September 2024):

1. Close the books and file all outstanding returns — monthly + the annual income tax return up to the dissolution date (art. 203).
2. Apply for permanent dissolution online at registrationservices.gov.kh or in person (Form 103), with the permanent dissolution form (Form 101).
3. Pay the 1,000,000 KHR stamp duty on the dissolution documents.
4. The GDT runs a final tax audit, then issues the certificate of tax situation confirming clearance.

Step 5 — Publish the notice and settle liabilities

• Publication: publish the dissolution notice in a local newspaper (the MoC also publishes an official notice).
• Payment order of debts: (1) liquidation costs, (2) employee wages and severance, (3) secured creditors, (4) taxes, (5) unsecured creditors.
• Balance distributed to shareholders in proportion to their shareholding.

Step 6 — Notify the MLVT and the NSSF

• MLVT: notify the establishment closure — in practice 30 days before ceasing operations.
• NSSF: notify the decision to dissolve to end contributions; the NSSF confirms cessation and deregisters the company from its records.

Step 7 — File the “Articles of Dissolution” and close

On the MoC portal, under Maintain Company → File Articles of Dissolution, upload:

• the Articles of Dissolution;
• proof of newspaper publication;
• the liquidation report;
• the tax statement;
• the resolution and the meeting minutes, with the date and consent.

Once the changes are applied to the register, the company status changes to “Dissolved”. The name is unavailable for reservation for one year.

Required documents

• Special resolution to dissolve + meeting minutes (≥ 2/3 of votes).
• Liquidator appointment instrument.
• Statement of intent to liquidate / dissolve (MoC step 1).
• GDT forms: permanent dissolution (Form 101), application (Form 103) where applicable.
• Stamp duty receipt for 1,000,000 KHR.
• Certificate of tax situation issued by the GDT.
• Proof of publication of the newspaper notice.
• Signed liquidation report.
• Articles of Dissolution (final MoC step).
• Proof of MLVT notification and NSSF deregistration.

See also the general checklist.

Common pitfalls

FAQ

How long does it take to close a company in Cambodia?

Usually 6 to 18 months. The longest step is the GDT tax audit, which gates everything else: the Ministry of Commerce can only strike off the company once the certificate of tax situation has been issued.

Can I just leave my company dormant instead of liquidating it?

No — this is a common and costly mistake. Until the company is struck off, the annual patent tax remains due, monthly GDT returns stay mandatory (even nil) and penalties pile up in the directors’ names. An abandoned company builds a growing tax debt. See tax deregistration.

Do I need tax clearance before MoC deregistration?

Yes. The certificate of tax situation issued by the GDT after the final audit is a prerequisite. The Articles of Dissolution filed with the Ministry of Commerce explicitly require the tax statement among the documents to upload.

Is a professional liquidator mandatory?

The LCE requires appointing a liquidator. In practice an ACAR-licensed accounting or audit firm realises the assets, pays creditors in the legal order and drafts the liquidation report filed with the MoC.

Liquidation or transfer: which to choose?

If a buyer exists, a share transfer is faster (no closing audit, the entity survives). Liquidation is the route when nobody takes over the business or you want to settle your Cambodian obligations for good.

How long must I keep records after deregistration?

The liquidator must keep the company’s books and records for at least 10 years (art. 62 of the LCE), or longer if those documents are required as evidence.