Foreign Ownership Limits in Cambodia: The Negative List Explained

Cambodia is one of the more open countries in the region for foreign investment: in most sectors a foreigner can own 100% of a company, without a local partner and without a minimum capital requirement beyond the registered capital stated in the articles. That openness is real, but it is not universal, and the exceptions are where investment plans go wrong.

This guide explains how the restriction framework works in practice and how to structure around it lawfully.

The starting position: foreign ownership is permitted

Under the Law on Investment and its sub-decrees, foreign investors may own 100% of a company in the majority of sectors. A company with any foreign shareholding is registered as a foreign-owned entity at the Ministry of Commerce, which triggers additional reporting but not a blanket prohibition.

The restriction list is a defined negative list, not a general presumption against foreigners. If your activity is not on it, you can own the whole company.

What the negative list covers

Structures people actually use

100% foreign-owned company

Available in most sectors: trading, manufacturing, digital services, consulting, logistics, hospitality. Requires the standard registration sequence, a local registered address, and compliance with the tax registration that follows.

Cambodian-controlled joint venture (51/49)

In restricted sectors the standard answer is a company where Cambodian shareholders hold at least 51%. This must be a genuine commercial arrangement: real capital, real board participation, and a shareholders' agreement that reflects the actual deal rather than a paper transfer.

Common mistakes:

• A local partner who contributes no capital and holds shares on trust
• A shareholders' agreement that gives the foreign party all control regardless of shareholding — which conflicts with the stated structure
• No exit mechanism, so a deadlock cannot be resolved
• Dividend and transfer terms left unrecorded

Land holding through a lease or co-ownership

Foreigners cannot own land, but can hold:

• Long-term leases — up to 50 years, renewable, registrable at the land office. This is the standard route for factories, warehouses and hotels.
• Co-ownership of buildings — strata title in buildings where foreigners may own units above the ground floor, within the permitted proportion of the building.

Both are legitimate. Both require careful drafting and registration, and a proper due-diligence check that the land title is clean.

Investment project registration

Registering a qualified investment project with the Council for the Development of Cambodia can bring tax incentives and, in defined cases, additional facilitation. It does not lift citizenship restrictions on land, but it can help with approvals and import duty relief on production inputs.

The nominee question

A nominee shareholder — a Cambodian citizen who holds shares on your behalf — is a common informal suggestion and a bad idea. The shares are legally theirs. If the relationship breaks down, you are a creditor arguing about an asset held in someone else's name, and Cambodian courts are not a fast remedy.

If a sector genuinely requires local participation, take a real partner with a written agreement covering capital, profit distribution, governance, transfer restrictions and exit. If that is unattractive, choose a different sector rather than a paper structure.

Checking a specific activity

The order matters. Signing a five-year factory lease before checking whether your activity is open to foreign ownership is an expensive way to learn the answer.

Once ownership is settled, the next steps are ordinary: registering the company, then the licences and annual filings that follow.