VLP Legal Press #25
Company Secretary
📢[There is an update to this Legal Press #25 - please refer to our Update to Legal Press #25 via this link: https://www.vlplaw.co/vlplegalpress/updateoncompanysecretary]
In Cambodia, the position of a company secretary is most commonly seen in large companies or companies that are part of an international group. In many local companies or SMEs, while positions such as accountant, HR manager, receptionist, sales staff, and general manager are common, a company secretary is often not included in the organizational structure.
In practice, the responsibilities of a company secretary are usually handled by other roles (such as the accountant or HR manager), or sometimes by the business owner. Although the function has existed in practice, the formal appointment of a company secretary has not always been prioritized.
What is a company secretary?
A company secretary (or a corporate secretary) is a senior officer within an organization responsible for company compliance with legal, regulatory, and statutory requirements.
Why the position of company secretary has been overlooked?
The company secretary plays an important role in overseeing corporate governance and legal compliance. However, corporate governance practices are still developing in Cambodia.
In many cases, companies focus mainly on essential filing obligations with the authorities. These tasks are often handled by existing staff or external professionals on a case-by-case basis.
As a result, broader governance responsibilities, such as organizing board and shareholders’ meetings, recording minutes, and maintaining proper corporate records, have not always received sufficient attention. Consequently, the formal position of company secretary has often been overlooked.
When did the company secretary shift from “optional” to “mandatory”?
The Amendment to the Law on Commercial Enterprise (Article 3), effective January 2022, introduced a requirement for companies to appoint and register a company secretary with the Ministry of Commerce (MOC).
However, the amendment did not provide detailed procedures, qualification requirements, or a timeline for appointment.
Subsequently, the MOC issued Prakas No. 117 on Simplification of Business Registration on 9 December 2025 (Prakas no. 117), effective from 8 January 2026. This Prakas no. 117 reaffirms the requirement to appoint a company secretary and sets out the timeline for appointment, qualification criteria as well as duties and responsibilities of the secretary.
⭐️Update on 25 February 2026: The effective date for the implementation has been postponed to January 2027
Previously, companies could operate without formally appointing a company secretary or could rely on a “registered agent”. The Prakas No. 117 replaces that system with a clear and structured compliance requirement.
When should the company appoint a company secretary?
In principle, a newly incorporated company must appoint and register its company secretary within 3 monthsfrom its registration with the MOC.
⭐️Update on 25 February 2026: The requirement to appoint a company secretary does not apply to sole proprietorships, SMEs, Startups and informal economy groups.
However, the Prakas no. 117 does not clearly specifya deadline for existing companies.
In addition, a company secretary must complete an official training organized by the MOC (MOC Official Training) and be formally accredited. As of the date of our Legal Press, no training session has yet been announced. Therefore, the practical deadline for appointment may require further clarification from the MOC for both newly incorporated and existing companies.
Who can be appointed as a company secretary?
The secretary can be either an individual or a company/firm providing secretarial services who have the following qualifications:
⭐️Update on 25 February 2026: This qualification conditions are only applicable to professional company secretary service provider.
🧑🏼💼For an individual
hold a bachelor’s degree or higher in law, economics, finance, business, accounting, or a related field.
have at least 2 years of work experience in a relevant field.
have permanent residence in Cambodia.
complete the MOC Official Training and be accredited.
pay a security deposit of KHR4,000,000.
🏣For a company/firm (such as law firm, accounting or auditing firm)
is a registered entity in Cambodia providing corporate secretarial services.
complete the MOC Official Training and be accredited.
has a designated representativeaccredited as company secretaryby the MOC.
pay a security deposit of KHR 40,000,000.
🧑🏼🏫 Training: The MOC will organize the MOC Official Training once a year. Upon successfully completing the training and passing the assessment, the candidate will receive a company secretary identification card and registration number from the MOC, valid for 3 years.
What are the duties and responsibility of the Company Secretary?
Under Prakas No. 117, the duties of a company secretary go beyond arranging and keeping records of board and shareholders’ meetings. The responsibilities also include:
Receiving court summons on behalf of the company
Delivering and receiving official communications and legal notices
Reviewing annual financial statements
Signing documents or contracts on behalf of the company (where authorized)
Providing company information requested by auditors or authorities
Keeping updated on relevant laws and legal standards to ensure compliance and good corporate governance
The role therefore carries significant legal and compliance responsibilities.
Can a company appoint its own staff as the company secretary?
Yes. A company may appoint one of its own staff members as company secretary provided that the individual meets all MOC qualification and accreditation requirements.
⭐️Update on 25 February 2026: The company can appoint its own company secretary and such individual is not required to meet the qualification conditions under Prakas no. 117.
But, companies should consider the following advantages and disadvantages.
🌟 Pros
Lower ongoing professional costs.
Better internal coordination and understanding of the company’s business.
More control over corporate processes.
⚠️ Cons
The staff member must meet educational and experience requirements (not all internal staff will).
Individual secretaries must undergo MOC training and place a security deposit.
There may be a lack of independence compared to a professional third-party provider.
Risks around accountability if other corporate officers misunderstand roles.
For many SMEs, the key consideration is balancing cost efficiency with compliance assurance. Professional advisory firms may be at higher cost but provide stronger technical expertise.
⭐️Update on 25 February 2026: The requirement to appoint a company secretary is not applicable to SMEs.
What if the company fails to appoint and register a company secretary?
Prakas No. 117 does not specify a direct penalty solely for failing to appoint a company secretary.
However, under the Law on Commercial Enterprises, a company or individual who fails, without reasonable cause, to comply with registration, filing, and publication requirements may be subject to prosecution under Articles 43 and 44 of the Law on Commercial Rules and Register (as amended).
Although there is no specific standalone monetary penalty stated in the Prakas, continued non-compliance may result in regulatory scrutiny and may complicate other corporate filings and transactions.
Our support
We are following closely the implementation of Prakas No. 117, including the accreditation and qualification requirements for company secretaries. As part of our ongoing corporate advisory practice, we are taking the necessary steps to align with these regulatory standards. For companies considering how to comply with this new requirement, we remain available to discuss practical options and provide support where appropriate.
This is for general reference only and does not constitute legal advice. For further guidance, contact us at:connect@vlplaw.co