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Cambodia CPA study materials
Cambodia CPA study resources

Cambodia CPA: Business Law and Corporate Governance

Cambodia CPA · Work through your exam, one topic at a time.

All guide sections

Business Law and Corporate Governance

The Business Law and Corporate Governance domain tests the Law on Commercial Enterprises (2005), related Cambodian commercial law, and governance rules for listed companies issued by the Securities and Exchange Commission of Cambodia (SECC). Questions cover company formation, shareholder and director rights, meetings, dividends, disclosure and insolvency.

Core rules

  • Company forms: private limited company, public limited company, general partnership, limited partnership and sole proprietorship. A private limited company is typically formed with 2–30 shareholders; a public limited company may have more and may offer securities to the public.
  • Incorporation: registration with the Ministry of Commerce, memorandum and articles of association, and compliance with capital and disclosure requirements.
  • Directors owe duties of care, loyalty and good faith; they must disclose conflicts and act in the company's best interests.
  • Shareholders generally do not manage daily operations; they appoint directors and approve major matters. An annual general meeting is normally held within six months after year-end.
  • Dividends may be paid only from profits or reserves, not capital.
  • Listed companies must comply with SECC governance requirements, including board committees, independent directors, related-party transaction disclosure and timely reporting; the corporate governance code generally works on a 'comply or explain' basis.
  • Insolvency: the Law on Insolvency (2019) provides rehabilitation and liquidation procedures.

Worked example

A director votes on a contract between the company and a firm she owns. Her duty of loyalty requires disclosure of the interest and abstention from voting. If she fails to disclose, the transaction may be voidable and she may be liable to account for any personal profit. The reasoning is that the conflict undermines objective decision-making.

Traps

Assuming shareholders run the company; confusing the AGM deadline; paying dividends from capital; ignoring SECC disclosure for listed entities; and treating a director's conflict as harmless if the price is fair.