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In the vibrant business landscape of Cambodia, the Companies Act stands as a cornerstone, regulating all companies, no matter if you’re running a large corporation with paid-up capital or a small firm with fewer employees. As long as you’re running a business in Cambodia, then the Cambodia Companies Act is a must to follow. For small companies, understanding the details of this legal framework is a must. This article serves as your guide to understanding how to define the characteristics of a small company according to the Companies Act in Cambodia.

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Overview of Companies Act Provisions

The Companies Act of Cambodia, created in 2005, serves as the statutory foundation for businesses. The National Assembly of Cambodia named it “Law on Commercial Enterprise.”

This comprehensive legislation outlines the rights, responsibilities, and classifications of different companies, providing a roadmap for navigating the complexities of the business world.

New Definition of a Small Company

The definition of a company is important for the Cambodian government to apply the right policies like obligation, tax, corporate governance, and so on. With the right classification, every company gets a fair policy to sustain their business growth in a healthy way. For example, a Cambodian gets a $100,000 business loan to start a business from Khmer Prosperity Loan. So, it doesn’t make sense to charge a $20,000 tax to the small business sector.

Criteria for Classification

1. Capital and Turnover Limits

Small companies are a general name for small businesses. In a formal way, they are categorized as small and medium-sized enterprises (SMEs). According to the Companies Act, they are typically distinguished by specific financial assets. As of the latest amendment in 2005, a company with assets ranging between USD 50,000 and USD 250,000 qualifies as a small company. You can always expand your business to a higher grade by contacting Khmer Prosperity Loan to get a new loan.

2. Employee Headcount

Another key criterion is the number of employees. As you can see from the table below, a medium-sized business has 51 to 100 employees. A small company, as per the Companies Act, is characterized by a limited workforce, usually not exceeding 11 – 50 employees. The concept of companies is using fewer employees to run the business. This method can reduce the risk of having a high fixed cost like other corporations bear.

However, some large businesses want to enjoy the privilege of financial services like low-interest agriculture loans from the Khmer Prosperity Loan or tax reductions. Larger businesses meet the following criteria by simplifying business into small company-based.

ClassificationGovernment definition
Micro10 employeesLess than USD 50,000
Small11-50 employeesUSD 50,000-250,000
Medium51-100 employeesUSD 250,000-500,000
Largeover 100 employeesOver USD 500,000

Impact on Compliance

Understanding these classification criteria is not merely an exercise in labeling; it has significant implications for compliance. Small companies must adhere to a distinct set of regulations adjusted to their scale of operations.

Registration Process for Small Enterprise

Steps to Register as a Small Company

Registering a small company in Cambodia involves a systematic process. Unlike sole proprietors, small and large companies also have to submit their business operations to relevant authorities. So, a comprehensive set of documents is needed, including the company’s memorandum and articles of association, proof of address, and details of directors and shareholders. Every detail has to be included, like the source of startup capital it is getting from refinancing home loans from Khmer Prosperity Loan. This procedure can make sure all Cambodian business is legal and controlled.

Documentation Requirements

Developing countries might think document preparation is limited to larger companies with paid-up capital, but that’s not true. In Cambodia, the Companies Act mandates specific documentation to validate a small company’s legal status. This includes financial statements, audit reports (if applicable), and a declaration of compliance with the small company criteria.

This article provides a foundational understanding of the criteria for defining small companies under the Companies Act in Cambodia.

Rights and Obligations of Small Company as per Companies Act

what is good corporate governant

Small companies in Cambodia, once classified as a concept of small companies under the Companies Act, enjoy certain rights designed to facilitate their growth and development. These rights include:

  • Simplified Reporting: Small company means small business administration, so they have less burden compliance for many reports. Smaller companies have benefited from streamlined reporting requirements, reducing the administrative burden associated with extensive financial disclosures. If you aren’t sure what’s the right way about the report, contact a reliable financial advisor in Cambodia for further enquiry.
  • Audit Exemption: In many cases, small companies are exempted from mandatory audits, allowing them to allocate resources more efficiently because their business management workforce might be fewer than 10 employees.
  • Expedited Processes: Certain administrative processes, such as name reservations and business registrations, are expedited for small companies, promoting agility in their operations. Small businesses need to focus on their products or services; they don’t have enough workers to complete all these things at the same time.

Compliance Obligations of Small Business

While small companies enjoy certain privileges, compliance obligations remain a cornerstone of responsible business conduct. Key compliance areas include:

  • Tax Compliance: Small companies must adhere to tax regulations, including filing timely returns and fulfilling other tax-related obligations to maintain their legal standing.
  • Corporate Governance: Although small companies may have simplified governance structures, they are still required to maintain basic corporate governance standards to ensure transparency and accountability.
  • Annual Returns: Submission of annual returns and financial statements is mandatory, even though the reporting requirements are less firm compared to larger companies.
gold certificate tax compliance

Characteristics of a Small Company Financial Reporting

Small Company Financial Statements

Financial reporting for small companies is customized to their scale, emphasizing simplicity while still providing essential insights. Small businesses often have less turnover or a smaller balance sheet because their economies are usually smaller and they have fewer transactions compared to big businesses. The Companies Act prescribes a standardized format for financial statements, including:

  • Balance Sheet: Outlining the company’s assets, liabilities, and equity. For example, a car loan from Khmer Prosperity Loan is applied to your company and has to be stated clearly in the liabilities section of the car loan.
  • Income Statement: Detailing revenue, expenses, and profits or losses over a specific period.
  • Cash Flow Statement: Illustrating the cash inflows and outflows to provide a comprehensive view of liquidity. For example, the SME repaying the SME loan to the loan provider needs to be recorded in this part.

Auditing Requirements

While small companies often enjoy exemptions from mandatory audits, there are circumstances where auditing may be necessary. For instance:

  • Voluntary Audits: Some small companies aiming for enhanced credibility may opt for voluntary audits despite exemptions.
  • Exceptional Circumstances: Certain events, such as changes in ownership or external investor requirements, may trigger the need for an audit.

Small businesses, as registered companies, are required to understand the challenges of financial reporting, and auditing is pivotal to maintaining compliance while efficiently managing their resources. Before auditing, try to discuss it with your reliable loan provider. Their professional advice may help you save time and unnecessary time on it.

Taxation Policies for Small Companies

Tax submission is also an ambit of a small company. It’s a pivotal aspect for small companies in Cambodia, influencing their financial vitality and competitive edge.

1. Tax Rates

Small companies benefit from a tax structure outlined by the Companies Act, ensuring that they face reasonable tax rates. These brackets are designed to support sustainable business practices and financial resilience. In Cambodia, it doesn’t matter if you have a workforce of fewer than 100 employees or a workforce of fewer than 250 employees; all businesses have to make a prepayment of corporate income tax (CIT) calculated as 1% of the company’s annual sales.

individual tax rate

2. Incentives and Exemptions

In the spirit of fostering economic growth, Cambodia extends a helping hand to small companies through a range of tax incentives and exemptions. These could encompass reduced corporate income tax rates, particularly for sectors deemed strategically significant to the nation’s development.

However, there’s a tax incentive for smaller businesses in Cambodia. If the taxpayer is in the tax holiday period, the taxpayer is also exempted from the prepayment obligation, but a nil monthly return must be lodged. 

Tax incentives for SMEs include:

  1. A three-year tax on income exemption from the registration date for new companies or for existing companies or
  2. A five-year tax on income exemption from the registration date for new companies or for existing companies if the companies meet any of the following conditions:

These benefits lead some entrepreneurs to not be willing to transform into a big company from a small company. Some private limited companies would rather allocate more budget to business expenditures such as business development and other business expenditures to control their paid-up capital and turnover within the line of enjoying benefits provided under the Companies Act. Elevate the pros and cons before applying for a new loan for bringing your company to the next level.

Understanding the tax intricacies is not merely about meeting obligations but strategically positioning small companies for financial stability and growth. If you own a small company in Cambodia, please order your company secretary to learn it, or you may contact Khmer Prosperity Loan to learn more about loan financing services and some company-act knowledge.

Board Structure for Small Companies

A small company in Cambodia is still involving governance structures that, though simplified, play a important role in steering the ship of business.

simple board structure for company

1. Composition

The composition of the board in a small company is carefully crafted, often comprising a mix of executive and non-executive directors. This balance ensures different perspectives and expertise, contributing to informed decision-making. Khmer Prosperity Loan suggests you arrange it in your business plan before starting different types of companies to avoid unnecessary arguments later.

2. Decision-Making Processes

Efficiency in decision-making is a hallmark advantage for small companies. Their agility to adapt swiftly to market shifts and capitalize on opportunities is a distinct strength that sets them apart in the business landscape.

Unlike large companies with fewer emotional factors, a family business has more family members involved and sometimes makes irrational decisions. Some of them will put their own feeling of priority higher than the ideal decision, which hurts small company expansion in the long term. For example, a 60-year-old family member in management is considering his retirement plans, so he doesn’t want any big fluctuation in the company. This situation is stopping the young generation from expanding the business to the next level. The best way is to contact an experienced loan advisor to provide professional advice before making any loan financing decision.


In the world of small businesses, meticulous record-keeping is more than a regulatory checkbox; it is a cornerstone for sustained success.

1. Financial Records

Detailed financial records represent effective financial management. They not only facilitate compliance during audits but also serve as indispensable tools for budgeting and strategic financial planning. People define small business enterprises by looking if they’re doing financial records because it is fundamental to all sizes of companies. For example, the finance department can check from time to time if there’s any high interest rate needed to be clear immediately.

2. Operational Records

Beyond finances, maintaining detailed operational records is a strategic necessity. Whether it’s customer data, inventory levels, or employee records, these details empower small companies to navigate day-to-day operations with precision. Small businesses frequently miss this part of job security; it’s important as communication from the operation team to the management level. It lets the entire company know what they are actually doing and how to improve it from time to time.

Compliance Audits

Frequency and Process

While small companies enjoy certain exemptions, the specter of compliance audits looms as a periodic check to ensure adherence to regulatory benchmarks.

1. Regular Audits

Regular compliance audits are the pulse check for small companies, offering insights into their adherence to regulatory standards. This continuous evaluation fosters a culture of improvement and adaptability. The difference between formal entrepreneurship and small companies is the complexity of checking. A small company only requires basic checking because its operation is much smaller. 

satutory audit

2. Consequences of Non-Compliance

The consequences of non-compliance are not to be taken lightly. For small companies, these consequences may range from financial penalties to legal affairs, underscoring the importance of commitment to regulatory standards. A small company always misses this part and leads to high hidden costs for their business.

Amendments to Characteristics

Process for Altering Small Company Status

The journey for small companies in Cambodia is always changing, and sometimes, alteration of their characteristics becomes a necessity. The Companies Act provides a structured process for making such amendments. 

1. Regulatory Approval

Any change in small company characteristics requires regulatory approval. This involves submitting the necessary documentation and ensuring compliance with the stipulated criteria for the desired alteration. 

2. Notification Obligations

Upon regulatory approval, small companies are obligated to notify relevant authorities and stakeholders of the alterations made to their status. This transparent communication is important for maintaining trust and adherence to legal standards. It’s an international journal of business for bridging between a small company and the Cambodian government.

Comparisons with Other Business Structures

Small Companies vs. Sole Proprietorships

Each small company provides up to 50 job creations. It differs from other business structures and is important for entrepreneurs before starting a business. In contrast to sole proprietorships, a small company often involves multiple stakeholders and has distinct regulatory obligations.

1. Liability Considerations

Small companies typically offer limited liability to their owners, shielding personal assets from business liabilities, a feature not prevalent in sole proprietorships. A small company definition includes being registered as a private limited company while their personal obligation and company obligation are isolated. For example, your company has a liability of a quick loan from Khmer Prosperity Loan. You don’t have to bear this liability after your company goes bankrupt, so contact us to apply for a quick loan with your business today.

2. Growth Potential

While sole proprietorships may face limitations in terms of growth, small companies have more avenues for expansion to larger companies, often attracting external investments and partnerships.

Small Companies vs. Partnerships

Comprehending the distinctions between small companies and partnerships is equally essential.

1. Legal Structure

A small company has a formalized legal structure, whereas partnerships may operate on a more informal basis. This formalization provides small companies with a clear framework for governance. A small company is obliged to submit their report to the National Bank of Cambodia if they require you to do so.

2. Decision-Making Processes

A small company often has a centralized decision-making process guided by a board of directors. In partnerships, decisions may be made collectively by the partners, reflecting a more decentralized approach.

Understanding these comparisons provides small business owners with insights into the advantages and challenges associated with their chosen business structure.


As we conclude, running or working for a small business has less pressure and fewer complicated steps to complete compared to a formal corporation. The obligation is getting bigger while investment and turnover are increasing. Therefore, Khmer Prosperity Loan suggests you think twice before deciding which size of company you want to start. We also welcome any size of company to get different loan financing support from us for business purposes. Contact us today to get more information about startup small company tips and loan quotation inquiries.

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Frequently Asked Question (FAQ)

Q1. What is the definition of small company as per companies Act?

In Cambodia, small companies have to fulfill two criteria which are in the range of 11-50 employees and USD 50,000-250,000 assets.

Q2. What is a small business and its characteristics?

A small business is typically a privately owned enterprise with relatively low revenue, fewer employees, and limited market reach. Characteristics include flexibility, personalized service, and localized operations.

Q3. What is the difference between a small business and a company?

The main difference lies in size, structure, and legal status. A small business is often a small-scale, privately owned enterprise, while a company is a legal company, can be larger, and may have shareholders.

Q4. What is a large company?

A large company is a business characterized by significant scale, extensive operations, and often a substantial workforce. It typically has a substantial market presence and high revenue.

Vannak Sen

Vannak Sen is Khmer Prosperity Loan's dedicated financial advisor. His expertise lies in guiding entrepreneurs through the loan process with ease. Vannak’s articles offer simple, actionable advice, helping your business navigate the financial landscape and thrive. For personalized, clear, and practical strategies that resonate with the Cambodian business community, rely on Vannak’s insights.

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