KRAM dated 18 November 1999

• Seen the Constitution of the Kingdom of Cambodia
• Seen Kram NS/KRM/0399/01 dated June 8, 1999 officially promulgating the Amendment to the Constitution, Articles 11, 12, 13, 18, 22, 245, 26, 28, 30, 34, 51, 90, 91, 93 and those articles of Chapters 8 and 14 of the Constitution of the Kingdom of Cambodia
• Seen Royal Decree No. NS/RKT/1199/72, dated November 30, 1998 regarding the establishment of the Royal Government of Cambodia
• Seen Kram 02/NS/94, dated July 20, 1994, promulgating the law on the organization and functioning of the Council of Ministers
• Seen Kram NS/RKM/0196/16, dated January 24, 1996, promulgating the law on the establishment of the Ministry of Commerce
• Seen Kram NS/RKM/0695/04, dated June 26, 1995, promulgating the law on the commercial rules and register
• Pursuant to the proposal of the Prime Minister and Minister of Commerce

The law regarding 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 Register,

adopted by the National Assembly on the 3^rd of November 1999 at its 3^rd plenary session of the 2^nd legislature and approved by the Senate on its form and legal concepts on the 5^th of November 1999 at its 2^nd plenary session of the 1^st legislature as the following:

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 register promulgated by Royal Kram No. NS/RKM/0695/04, dated June 26, 1995 were amended as the following:

The management and control of a register recording the identity number of merchant and commercial company known as "Commercial Register" shall be under the jurisdiction of the Ministry of Commerce.

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.

A merchant shall, within at least fifteen (15) days prior to the commencement of his/her operation, register his/her company with competent authority having the jurisdiction over the place of business.

The registration office shall be at the provincial or city trade office, or other place as determined by the Ministry of Commerce.

The merchant shall file his/her application at the registration office a declaration made in double copies with his/her signature or thumb print 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 number his/her identity card;
2. name used in practice of trade 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. freewill statement made by the applicant indicating that he/she has never been convicted for any commercial activities;
11. if necessary, business license for any business or commercial activities which are required to have an authorization. In this case, the registrar shall copy contents of such statement into the commercial register and deliver one of the two copies of such statement to the applicant with a certification appears on bottom to be stated that: "have recorded into the register".

The responsibility to include the contents as provided for in Article 15 shall be personally borne by the merchant. However, in the case which is stated in numbers 2, 4, and 6 of Article 15, the registrar of the Ministry of Commerce may copy such contents as a rules in the commercial register in which the merchant was registered.

All companies, which conduct their commercial activities in the Kingdom of Cambodia, shall be registered regardless of their formation procedure and terms.

Such registration shall be made by company's corporate manager or administrator 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 form of declaration 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 have 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, date and place of birth those persons;
6. capital of the company, source of capital, and amount of capital or valuables contributed by stockholders if it is a joint-share company;
7. the dates of existence and expiration of the company;
8. form of company;
9. sample signatures or third parties as provided for in paragraph number 5 of this article and corporate seal print;
10. certificate of capital deposit issued by the bank; and
11. Freewill statement made by the applicant stated that he/she has never been convicted for commercial, civil or criminal conduct.

The declaration shall be made in three copies and filed by the applicant or his/her assignee. In such case, the assignee shall have a power of attorney to be filed with the registration office of the Ministry of Commerce.

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 assignee, the registrar shall require a certification of the signature of assignor or certification of thumb print on it if the assignor cannot sign and the identity card of the applicant.

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 declaration in an order. However, the numerating shall be renewed every year from the first of January;
3. the identity number of the merchant which is issued in accordance with his/her activities listed in the analyst register which shall be specified later.

Any person who makes a declaration and failed to provide sufficient information for the registration shall be given an additional period of fifteen (15) days.

After verifying the written declaration and all filing documents, the registrar shall issue a certificate of registration known as "an extract" which is listed an identity number of 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 the registration and cancel the identity number, which has been recorded in the register.

Any registrar who issued a false certificate with knowledge of all facts shall be punished under the law.

If a merchant ceased his/her business or died 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, assignee, or liquidator failed 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.

All 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 state about bankruptcy judgement or judicial liquidation if the company is later rehabilitated. The extract copy shall not also state about judgement or writ of restraints of trade, judgement or judicial orders appointing assisting counsel if the restraint of trade was revoked.

There are two types of commercial register, which are maintained at the registration office of the Ministry of Commerce:

1. Chronological Register; and
2. Analyst Register.

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 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 analyst register shall be in a table form to record numbers, date, and time 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.

If there is any request to record any special notation which cause any cancellation of the existing notation, the registrar shall strike out such notation in red ink or cross 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 have actually been registered.

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 recorded in red ink on the margin of the page.

The registrar shall certify this notation by executing his/her initials.

If the notation in the declaration was recorded into the analyst 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 sheets of declaration, which are kept at the registration office of the Ministry of Commerce, shall be compiled and indexed at least once a year.

The chronological register and analyst 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 verified and found 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.

The registration, removal of name, or issuance of certificate shall be an accountable duty of the registrar. Such certificate shall be issued to the applicant from register stub with a registration number. The duties for registration, removal, or issuance of certificate shall be determined by the Prakas of the Ministry of Economy and Finance, and collected by the registrar for the national budget.

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 was recorded on such request.

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 the 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 the 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.

It shall be fined from fifty thousand (50,000) Riels to five hundred thousand (500,000) Riels:

1. Any merchant or director of the commercial companies who failed to register within the specified period; or
2. Any merchant or director of the commercial companies who have registered but failed to print its registration office and registration number on the invoices, papers, purchase orders, price lists, and other documents.

Any merchant or director of the commercial companies who makes a false information with a bad intention in order to get the registration number or 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 the commercial companies who failed to file any changes or modifications as stipulated in Articles 51(1), 18(1) and 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.

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 a 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.

While the commercial court has not established in the Kingdom of Cambodia, the Ministry of Commerce shall maintain copy of commercial register and original copy of all documents related to the registration, removal of name from the register until the commercial court is established.

Every merchant or commercial company who has conducted 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.

Any provision, which is contrary to this law, shall be abrogated.

This law is declared to be urgent.

Made in Phnom Penh, November 18, 1999

Have submitted for the King's signature

Prime Minister: HUN Sen

Have informed to the Prime Minister

Minister of Commerce: CHAM Prasidh