Cambodia quietly overhauled its business registration framework at the end of 2025. For foreign investors and established companies alike, the changes are worth understanding, particularly one requirement that caught the international business community off guard.
For new investors looking to enter Cambodia, Prakas 117 and the associated press release in February 2026, are in my opinion positive steps towards improving the ease of establishing and investing in Cambodia through formal business registration. Most notably, the Ministry of Commerce (”MOC”) announced an upcoming “Handbook on Business Registration and Lawful Business Operations” to further supplement Prakas 117 which will be an extremely helpful and valuable resource for both advisors and those looking to incorporate their business in Cambodia.
The most significant and talked about chapter found within the Prakas and associated press release was surrounding the appointment of a Corporate Secretary. Whilst the Law on Commercial Enterprise mandates that companies need to ensure proper corporate documentation (board resolutions, meeting minutes, shareholder meetings, annual filings etc.), the move to appoint a legally recognisable Corporate Secretary with specific duties is the main move to enforce this.
Cambodia is not reinventing the wheel here — Singapore has required corporate secretaries for all companies for decades, and Malaysia followed suit under its Companies Act 2016. What Prakas 117 signals is that Cambodia is consciously aligning its corporate governance framework with the standards that regional investors already expect in more established markets. For foreign-owned businesses operating across Southeast Asia, this should feel familiar rather than burdensome — the obligation is new in Cambodia, but the concept is not.
So what does a Corporate Secretary actually do under Prakas 117? Article 26 of the Prakas sets out a broad and substantive list of responsibilities that goes well beyond basic administration. In practice, the role encompasses preparing agendas and attending board and shareholder meetings, recording minutes and resolutions, maintaining the company's accounting records and statutory documents, receiving official correspondence and court summons on behalf of the company, and acting as the primary liaison between the board, shareholders, and competent government ministries. Notably, the Corporate Secretary is also empowered to sign documents and contracts on behalf of the company — even without the company seal — and carries a responsibility to keep the company informed of relevant legal and regulatory developments to ensure ongoing compliance and good corporate governance. For foreign-owned businesses accustomed to treating corporate housekeeping as an afterthought, the scope of the role under Prakas 117 is a meaningful signal that Cambodia expects a higher standard of corporate governance going forward.
What drew particular attention from the international business community, and from practitioners in this space, was the requirement that appointed Corporate Secretaries receive formal MOC training, pass an examination, and become licensed. Whilst ensuring Corporate Secretaries are licensed may be welcomed by some and hopefully improve and streamline some of the MOC corporate procedures, for operating companies it is likely felt that this adds yet another compliance burden that detracts from the ease of doing business in Cambodia. Thankfully, it was later clarified in the press-release and no-doubt will be clarified in the upcoming MOC “Handbook on Business Registration and Lawful Business Operations” that companies have the flexibility to internally appoint a Corporate Secretary that does not need to meet the rather stringent requirements set forth in the original Prakas. The licensing requirements currently still remain for legal persons or individuals such as companies offering a Corporate Secretary service and if these licensing requirements will be made available to non-Cambodian individuals too. This remains an open question at the time of writing and one worth monitoring as the MOC Handbook takes shape.
For foreign investors looking to the growing opportunities and incentives on offer in Cambodia, as well as companies already established, Prakas 117, the February press release and the upcoming MOC Handbook, all point to welcomes clarifications on common issues when registering a company in Cambodia and also a signal that Cambodia seeks more investment and to remain an attractive opportunity to international business.