Kingdom of Cambodia
Nation Religion King
PREAH
REACH KRAM
No.
NS/RKM/1199/12
We
Preahbath
Samdech Preah Norodom Sihanouk Reach Harivong Uphatosucheat Visothipong
Akamohaborasratanak
Nikarodom
Thammikmohareacheathireach Boromaneat Boromabopit Preah Chau Krong
KampucheaThipdey
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Referring to the 1993 Constitution of the Kingdom of Cambodia;
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Referring to Kram No. NS/RKM/0399/01 of March 8, 1999 on the Amendment of the Articles 11, 12, 13, 18, 22, 24, 28, 30, 34, 51, 78, 90, 91, and 93 and Articles of Chapters VIII to XIV of the Constitution of the Kingdom of Cambodia;
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Referring to Reach Kret No. NS/RKT/1198/72 of November 30, 1998 on the formation of the Royal Government of Cambodia;
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Referring to Kram No. 02/NS/94 of July 20, 1994 promulgating the Law on the Organization and Functioning of the Council of Ministers;
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Referring to Kram No. NS/RKM/0196/16 of January 24, 1996 promulgating the Law on the Establishment of the Ministry of Commerce;
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Referring to Kram No. NS/RKM/0695/04 of June 26, 1995 promulgating the Law on the Commercial Rules and the Commerce Register
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Pursuant to the proposals of the Prime Minister and the Minister of Commerce.
HEREBY
PROMULGATE
The
Law on the Amendments of Articles 10, 11, 14, 16, 17, 21, 22. 25, 26, 28,
29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 40, 42, and 44 of Chapter 2,
Articles 54, 57, and 58 of Chapter 4 and Articles 59 and 60 of Chapter 5
of the Law on the Commercial Rules and Commerce Register as ratified by
the National Assembly on November 3, 1999 at the third plenary
session of the second legislature and as ratified by the Senate as to its
entire form and legality on the November 5, 1999 at the second
plenary session of the first legislature and whose meaning are as follow:
Law
On
The Amendments of Articles 10, 11, 14, 16, 17, 21, 22, 25, 26, 28,29, 30,
31, 32, 33, 34, 35, 36, 37, 38, 40, 42, and 44 of Chapter 2,
Articles 54, 57, and 58 of Chapter 4 and Articles 59 and 60 of Chapter 5
of the Law on the commercial Commercial rules Rules and Commerce Register.
Only
one Article:
Articles
10, 11, 14, 16, 17, 21, 22, 25, 26, 28, 29, 30, 31, 32, 33, 34, 35, 36,
37, 38, 40, 42, and 44 of Chapter 2, Articles 54, 57, and 58 of Chapter 4
and Articles 59 and 60 of Chapter 5 of the Law on the Commercial Rules and
Commerce Register promulgated by Preah Reach Kram No. NS/RKM/0695/04, of
June 26, 1995 were amended as follows:
Article
10. new: The management and control of the register recording
the identity number of merchants and commercial companies known as the
"Commercial Register" shall be under the jurisdiction of the
Ministry of Commerce.
Article
11. new: The Ministry of Commerce shall forward one copy of the commercial
register and all documents related to the original registration to the
commercial court to be filed as documents for its commercial jurisdiction.
Article
14 . new: A merchant shall, within at least fifteen (15) days prior to the
commencement of his/her operation, register his/her company with the
competent authority having the jurisdiction over the place of business.
The
registration office shall be at the provincial or municipal commerce
office, or other places as determined by the Ministry of Commerce.
A
merchant shall file his/her application at the registration office with a
declaration made in double copies with his/her signature or thumbprint on
it.
The declaration shall be written on a sample form determined by the Minister of Commerce. Such declaration shall include the following information:
1.
Full name of the merchant and the number of his/her identity card;
2.
Name used in doing business or pseudonym;
3.
His/her date and place of birth and street address;
4.
Nationality and, in case where he/she acquired another nationality,
the procedure and date of such acquisition thereof shall be indicated;
5
The business objectives;
6.
The place of business and address of principal establishment or
branch located in the Kingdom of Cambodia;
7.
Trademark of establishment and sample signature of the applicant
and corporate seal print;
8.
Identity card of legitimate representative who is responsible for
the registration;
9.
The commercial establishment through which the applicant has
previously conducted business or establishment which is functioning under
the competence of the Ministry of Commerce;
10.
Good faith statement made by the applicant indicating that he/she
has never been convicted for any commercial offenses;
11.
If applicable, a business license for any business or commercial
activities which are required to have an authorization. In this case, the
registrar shall copy the contents of such statement into the commercial
register and deliver one of the two copies of such statement to the
applicant with a certification appearing on the bottom stating: “have
recorded into the register”
Article
16. new: The responsibility to include the contents as provided for in
Article 15 shall be personally borne by the merchant. However, in the
cases which are stated in items 2, 4, and 6 of Article 1 5, the
registrar of the Ministry of Commerce may copy such contents as a rules in
the commercial register in which the merchant is registered.
Article
17. new: All companies that conduct commercial activities
in the Kingdom of Cambodia shall be registered irrespective of their forms
and terms.
Such
registration shall be made by the company's incorporator or director
during the month of formation and within fifteen (15) days prior to the
date of commencement of its operations.
The
applicant for registration shall file with the registration office two
copies of declaration with his/her signature and also file the Articles of
Incorporation.
The
sample declaration form to be provided by a registrar shall include the
following information:
1.
Family name and name, pseudonyms of stockholders/partners, date and
place of birth, family status,
and nationality;
2.
Logo of the company;
3.
Business activities;
4.
Places where the company has its principal establishment, branch,
or agency within the Kingdom of Cambodia;
5.
Name(s) of members or third parties authorized to govern, control, manage,
and sign for the company, and their date and place of birth ;
6.
Capital of the company, source of capital, and amount of capital or
valuables contributed by stockholders if it is a joint‑stock
company;
7.
The dates of existence and expiration of the company;
8.
Form of company;
9.
Sample signatures of stockholders or third parties as provided for
in paragraph number 5 of this article and corporate seal imprint;
10.
Affidavit of capital deposit issued by the a bank; and
11.
Good faith statement made by the applicant stating that he/she has
never been convicted for commercial, civil, or criminal offenses.
Article
21. new: The declaration shall be made in three copies and filed by
the applicant or his/her representative. In such case, the representative
shall have a power of attorney to be filed with the registration office of
the Ministry of Commerce.
Article
22.new: If the declaration is filed by the applicant, the registrar shall
carefully examine the identity of the applicant. If such declaration is
filed by the representative, the registrar shall require a certification
of the signature of the principal or certification of thumb print on it if
the principal cannot sign and the identity card of the applicant.
Article
25. new: The registrar shall examine under his/her own supervision all
specified forms. The registrar shall record on the top of the
declaration the following information:
1.
The date and time of filing and location of the Ministry of
Commerce;
2.
The serial number of the declaration. However, the serial numering
shall be renewed every year from the first of January;
3.
The identity number of the merchant that is issued in accordance
with his/her activities listed in the analytic register which shall be
specified later.
Any
person who makes a declaration and fails
to provide sufficient information for the registration shall be given an
additional period of fifteen (15) days.
Article
26. new: After verifying the written declaration and all filed documents,
the registrar shall issue a certificate of registration known as "an
extract" which lists the identity number of the registration. Such
certificate shall be in a temporary status for a period of one (1) month
from the date of delivery. Within such period, if it is found that the
declaration is incorrect the registrar of the Ministry of Commerce may
object to the registration and cancel the identity number which has been
recorded in the register.
Any
registrar who issues
a false certificate with knowledge of all facts shall be punished under
the law.
Article
28. new: If a merchant ceases his/her business or dies without any
transfer of his/her shares or if any company is dissolved, the name of
such merchant or company shall be removed from the register.
If
the merchant, representative, or liquidator fails
to apply for cancellation, such cancellation shall be automatically made
in accordance with the regulations of the Minister of Commerce.
All
copies of documents related to cancellation from the commercial register
shall be delivered to the commercial court for filing under its commercial
jurisdiction.
Article
29. new: Any persons may ask the registrar to issue a certificate
ascertaining all notations in the commercial register. If it was not
registered in the commercial register the registrar shall issue a
certificate of non-registration.
The
registrar shall be subject to disciplinary actions and rectify damages for
any negligence or refusal to issue the certificate mentioned above within
one week from the date of application.
An
extract copy of the certificate issued by the registrar shall not mention
bankruptcy judgments or judicial liquidation if the company is later
rehabilitated. The extract copy shall also not mention judgments or
writs of restraints of trade, judgments or judicial orders appointing
assisting counsel if the restraint of trade was revoked.
Article
30 . new: There are two types of commercial register which are maintained
at the registration office it of the Ministry of Commerce:
1.
Chronological Register; and
2.
Analytic Register.
Article
31 . new: The declaration shall be recorded on the stub of a chronological
register in accordance with the order of filing at the registration office
and number thereof.
A receipt for filing of declaration which is detached from the register stub called “an extract” shall be submitted as a proof of filing with the following contents:
1.
Serial number of the declaration;
2.
Date and time of filing and place of the Ministry of Commerce; and
3.
Family name, name, company logo, and address of the declarant.
The
analytic register shall be in a table form to record numbers, date, time
of filing, identity number, name of company, objectives, and capital of
the company. Each commercial establishment which is subject to a separate
registration shall be recorded on both sides and the registrar shall write
down the number of original declaration of registration on such sheet.
Article
32. new: If there is any request to record any special notation which
causes any cancellation of the existing notation, the registrar shall
strike out such notation in red ink or cross it out by a computer process
with a written reference of new notation on the margin of the page and
number under which the declaration or application for recording of such
notation has actually been registered.
Article
33 . new: If the name is removed from the register, such removal shall
be crossed by two red lines or by a computer process.
The
decision to remove the name from the register by the Minister of Commerce
or application for removal shall also be recorded in red ink on the margin
of the page.
The
registrar shall certify this notation by executing his/her initials.
Article
34 . new: If the notation in the declaration was recorded into the
analytic register, the registrar shall deliver one copy of such
declaration to the applicant with his/her proper signature on it. The copy
is to be used as a certificate of registration.
All
declaration sheets that are kept at the registration office of the
Ministry of Commerce shall be compiled and indexed at least once a year.
Article
35. new: The chronological register and analytic register shall be
numerated, initialed, and verified by the Minister of Commerce at the end
of each month. Such verification shall be embossed by the Ministry of
Commerce's seal and signed by the Minister of Commerce.
If
the Minister of Commerce verifies and finds that any declaration falls
into any case provided for in new article 40 and article 41 of this law,
the Minister of Commerce shall refer this case to the prosecutor attached
to the competent court.
Article
36. new:
The registration, removal of names, or issuance of certificates shall
be an accountable duty of the registrar. Such certificate shall be issued
to the applicant from a register stub with a registration number. The
duties for registration, removal, or issuance of certificate shall be
determined by a Prakas of the Ministry of Economy and Finance, and
collected by the registrar for the national budget.
Article
37. new: An extract of the registration, removal certificate, and
certificate of non-registration issued by the registrar shall be furnished
without charge at the request of the court or administrative official only
if the notation of the addressee is recorded on such request.
Article
38. new: Each registration and removal of name from the commercial
register shall be publicized by the registrar in its Official Gazette. The
publication shall include the following contents:
(a)
For merchant:
1.
Registration number;
2.
Family name, name, pseudonym, and name of spouse;
3.
Activities, location, date of commencement of operation; and
4.
Trademark/logo.
(b)
For a company:
1.
Registration number;
2.
Name of company;
3.
Capital;
4.
Office address;
5.
Activities and date of commencement of operation; and
6.
Form of company.
Article
40. new: It shall be fined from fifty thousand (50,000) Riels to
five hundred thousand (500,000) Riels:
1.
Any merchant or director of commercial company who fails to
register within the specified period; or
2.
Any merchant or director of commercial company who registers but
fails to print its registration office and registration number on the
invoices, letter head, purchase orders, price lists, and other documents.
Article
42.new: Any merchant or director of commercial company who provides
false information with bad intentions to obtain the
registration number or to get the company registered in the commercial
register shall be punished from one (1) year to five (5) years of
imprisonment and be fined from one million (1,000,000) Riels to ten
millions (10,000,000) Riels.
Any
merchant or director of commercial company who fails to file any
changes or modifications as stipulated in Article 5, item 1, and Article
20 at the registration office of the Ministry of Commerce, within fifteen
days after such changes or modifications occurred, shall be fined from
five hundred thousand (500,000) Riels to one million (1,000,000) Riels.
Article
44. new: In case of recidivism, the penalties set forth in new Article
40, first paragraph of new Article 42, and Article 43 shall be applied
to the maximum degree. The merchant or director of the commercial
company shall be imprisoned from three (3) months to one (1) year for any
subsequent offense committed as set forth in the second paragraph of new
Article 42.
Article
54 . new: While the commercial court is not yet established in the
Kingdom of Cambodia, the Ministry of Commerce shall maintain a copy of the
commercial register and original copies of all documents related to the
registration, and removal of names from the register until the commercial
court is established.
Article
57. new (previously article 58): Every merchant or commercial company
that has conducted its activities before the promulgation of this law
shall, within six (6) months, apply for registration at the Ministry of
Commerce. The Ministry of Commerce may, if necessary, decide to extend
this period for another six (6) months.
Article
58. new (previously article 59): Any provision which is contrary to
this law shall be abrogated.
Article
59. new (previously article 60): This law shall be declared as urgent.
Phnom
Penh, November 18, 1999
Norodom
Sihanouk
Have
submitted for
the King's signature
Prime
Minister
Have informed to
The
Prime Minister
Hun
Sen
Minister of Commerce
Cham Prasidh