There are a number of relevant laws and regulations that are applicable to and govern M&A transactions in Cambodia. These include the Law on Commercial Enterprises (1995), Law on Investment (2021), Law on Competition (2021), and a number of Sub-Decrees and Prakas (“proclamations”— ministerial level regulations), significantly including for listed companies, the Prakas on Corporate Governance for Listed Public
Enterprise (2010)).
The Cambodia Competition Commission (CCC) is Cambodia’s central
designated authority over M&A transactions. National security review is not
required. However, there are a number of possible authorities and regulators
that may need to provide approval for an M&A transaction depending on
whether the target company is a private company or is publicly trading, and
whether the target company is licensed in a regulatory industry (e.g., banking,
insurance, telecommunications, gaming, etc) and if the transaction meets
the prior notification thresholds for CCC review.
For all private share transfers, the approval of the Ministry of Commerce
(MoC) and General Department of Taxation (GDT) is required. For sales of
Qualified Investment Projects (QIPs), approval of the Council for the
Development of Cambodia (CDC) is also needed to effectuate the
transaction. Where the target company is in a regulated industry, the
relevant regulatory authority also needs to provide approval, for example,
the sale of shares in banks and financial institutions requires the approval of the
National Bank of Cambodia (NBC), the Kingdom’s banking regulator.
Where a target company is a publicly traded entity, compliance with all
relevant securities laws is mandatory and approval from the CSX and SERC
is also required for negotiated acquisition of listed shares or a private
threshold purchase of non-listed shares.
For a detailed overview of the current law on business acquisitions and combinations in the Kingdom of Cambodia, please download IAO Asia’s report at the link below.
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