Yes, the Law on Competition 2021 (which came into force on 6 October 2021), the Sub-Decree No. 60 on the Requirements and Procedures for Business Combinations (which came into effect on 6 March 2023) and the Decision No. 095 on Pre-Notification Thresholds (which was notified on 14 March 2023) are the key legislations which specifically governs mergers and similar transactions in Cambodia.

In general, the mergers and similar transactions concerning a Cambodia-registered entity will be subject to provisions under the Law on Commercial Enterprises (amended in 2022) and the Law on Commercial Rules and Register (amended in 2022), and if applicable (i.e. in case the business is registered for receiving investment incentives and/or guarantees from Cambodian government), the Law on Investment 2021 and its implementing sub-decree.

Moreover, if the target business falls under a specific regulated sector, such as the finance sector, insurance sector, etc., the sector-specific laws and regulations will also apply to the merger or similar transaction concerning such regulated business.

The Competition Commission of Cambodia (CCC) is the competition regulator of Cambodia, and it is vested with broad powers to review and approve mergers and similar transactions, as well as to investigate and adjudicate any anti-competitive conduct and agreements, including complaints concerning mergers and similar transactions.

If the target business receives certain investment incentives and/or guarantees under the Law on Investment, the merger or similar transactions concerning such business will also fall under the regulatory purview of the Council for Development of Cambodia (CDC) or its subordinate agency.

For specific regulated sectors, such as the finance sector, securities market, etc., the merger or similar transactions will also fall under the regulatory purview of the relevant sectoral regulatory authorities.

No. To our knowledge, there is no supranational regulatory agency having exclusive competence.

Article 3(3) and Article 11 of the Law on Competition 2021, read conjointly with the provisions of Sub Decree No. 60 on the Requirements and Procedures for Business Combinations (“Sub Decree No. 60”), set forth the substantial and procedural requirements for merger filing.

Under the Competition Law, the notion of mergers and similar transactions is covered under the term “Business Combinations”. A Business Combination having local nexus to Cambodia is required to obtain a pre-completion approval from the CCC if any of the prescribed filing thresholds provided under the Sub-Decree No. 60 and the Decision No. 095 are met. In addition, either party to a Business Combination is required to file for registration the completion of a Business Combination with the CCC within 30 working days from the substantial completion if the pre-completion approval has been granted.

However, if none of the prescribed filing thresholds for pre-notification to the CCC is met, the Business Combination is still required to file a post-completion notification to the CCC, provided that 50% or more of any of the prescribed filing thresholds provided under the Sub-Decree No. 60 and the Decision No. 095 are met.

As defined under Article 3(3) of the Law on Competition 2021, the term “Business Combination” refers to either one of the two transactions: (1) the acquisition of the rights of control or voting rights by one person from any other person through the purchase of shares or assets, or (2) the combination of two or more persons to acquire joint ownership of an existing legal person or form a new legal person.

The term “rights of control” is defined broadly under Sub Decree No. 60, including any of the rights (i) to directly or indirectly decide on the appointment, removal or dismissal of a majority or all of the members of the board of directors or senior executives of a legal person, (ii) to decide on the amendment of the constating documents of a legal person, or (iii) to make important decisions on the business activities of a legal person.

The filing requirements under the Sub Decree No. 60 apply to all Business Combinations, which directly or indirectly have or may have the object or effect of significantly preventing, restricting, or distorting competition in a relevant market within Cambodia, regardless of whether the Business Combination takes place inside or outside Cambodia’s jurisdiction. 

Yes, “Business Combination” and “rights of control” are broadly defined under the Law on Competition 2021 and Sub Decree No. 60, respectively. As such, a minority investment that can be considered to provide any percentage of voting rights or any rights of control to the investor may be subject to the filing requirements under Sub-Decree No. 60.

In case of a minority investment that is unlikely to adversely affect competition in the relevant market within Cambodia, if the criteria for pre-completion approval are met, it is possible to opt for either filing a pre-completion notification or applying for an “Advance Ruling Certificate” with the CCC. Note that the Advance Ruling Certificate is a fast-track approval process for transactions that are unlikely to adversely affect competition in the relevant market within Cambodia. Note also that a minority investment that meets 50% of any of the filing thresholds prescribed under the Sub-Decree No. 60 and the Decision No. 95 is only required to file a post-completion notification with the CCC.

Yes, such transactions are captured if, directly or indirectly, they have or may have the object or effect of significantly preventing, restricting, or distorting competition in a relevant market within Cambodia.

Under the applicable laws and current practice, a foreign-to-foreign transaction would be captured by the merger control regime, as long as any one of the parties has a local nexus to Cambodia and the transaction meets any of the filing thresholds provided under the Sub-Decree No. 60 and the Decision No. 95. 

There is no separate local effects test. If such transactions fulfil the general criteria under Sub Decree 60, such transactions must obtain a pre-completion approval or file for a post-completion notification as may be relevant.

Decision No. 095 on Pre-Notification Thresholds sets forth the thresholds for pre-completion approval.

Where any of the parties to a Business Combination is a banking or financial Institution, an insurance company or in the securities business, the Decision No. 095 on Pre-Notification Thresholds specifies separate thresholds—tailored specifically for those sectors.

Table – Thresholds for Pre-Completion Notification

The conversion rate for this chart is USD 1 = KHR 4,000.

^*The total asset, total turnover, and total input purchase refer to the total amount of any Party and its related Group in Cambodia in the previous financial year.

As mentioned earlier, if a Business Combination is to meet any of the above thresholds, the parties to the Business Combination must apply for a pre-completion approval and subsequently, within 30 days after the substantial completion, register the completion of the Business Combination with the CCC.

For a merger that does not meet the above thresholds for pre-completion approval, a post-completion notification to the CCC is still required after its substantive completion, if the Business Combination meets or exceeds 50% of any of the listed thresholds above.

The filing requirement for Business Combinations is mandatory under Sub Decree No. 60.

For pre-completion approval, the parties to a merger or similar transaction need to seek approval prior to substantive completion of the transaction per the procedure and requirement set forth under Sub Decree No. 60. 

Within thirty working days following the substantive completion of the transaction, one of the parties to a merger or similar transaction must register the completion of the Business Combination with the CCC.

For transactions that do not meet the thresholds for pre-completion notification, but meet the threshold for post-completion notification to the CCC, one party of the transaction shall file the post-completion notification with the CCC within thirty days from the completion. 

Yes. A merger or similar transaction that is subject to the pre-completion approval requirement cannot be completed unless it has received approval from CCC in accordance with the applicable provisions under Sub Decree No. 60.

Initial filing concerning a merger or similar transaction, which is required to obtain pre-completion approval, is done by submitting the filled-in form (in the CCC-issued standard format) to the CCC and the supporting documents required by the CCC, including the following:

• a written description of the key terms of the definitive agreements concerning the transaction; 
• a copy current draft or executed copy of such definitive agreements or memorandum of understanding in place;
• copies of the enterprise registration certificate and bylaws of each party to the transaction; 
• a list of major shareholders of each party to the transaction, including the details of the ultimate parent company of each party; 
• a list of any affiliates or members of each party to the merger or similar transaction, which belong to or are part of the same group, potentially relevant to the transaction;
• a copy of the financial statements of each party for the year immediately preceding the year of filing, as well as the latest quarterly management accounts of such parties; and
• detailed identification of each type of business activity (goods or services) operated by each party (including affiliates of the same group as the relevant party) for the last three (03) years.

However, initial filing requirements are simplified, and less documentation is required in the following cases:

• if all parties to the proposed merger or similar transaction are in the same group;
• if the proposed transaction has been approved by the Royal Government of Cambodia and notified to the CCC within 30 working days from the date of such approval; or
• any other class of transactions as may be prescribed by the CCC from time to time.

Yes. Filing fees are required. You may refer to the following table:

 The conversion rate for this chart is USD 1 = KHR 4,000.

Please find below a brief description of the merger review process under the Cambodian competition regime:

Three types of filing requirements are provided for Business Combinations under Sub-Decree No. 60:

1. Pre-completion approval
2. Advance Ruling Certificate
3. Post-Completion Notification

Pre-Completion Approval

As discussed above, if a Business Combination meets the threshold requirement stipulated under Decision No. 095 on Pre-Notification Thresholds, the parties must apply to obtain a pre-completion approval. 

Two separate procedures apply in the above case: (i) the normal procedure and (ii) the simplified procedure.

(i). Normal Procedure

Step one – Sufficiency Assessment by CCC

• Upon filing by the parties, CCC is required to check and inform the filing parties regarding the sufficiency of the information and documents received within 7 working days from the filing date.
• If CCC notifies the parties requesting any additional information or documents, those must be provided within 30 working days.

Step two – Primary Review by the CCC

• Upon receipt of the complete application and set of documents, CCC is to conduct a primary review and notify the filing parties within 30 working days from the date of receipt.
• CCC may either approve the proposed Business Combination or subject it to a secondary review, depending upon its preliminary assessment of the impact of such a transaction on competition in the relevant market in Cambodia. 

Step three – Secondary Review by CCC

• In principle, the secondary review will be more comprehensive than the primary review and the prescribed statutory period for such review is 120 working days (inclusive of all of the permitted extensions – CCC is entitled to extend the period for secondary review completion by up to 30 working days, up to 2 times by providing notice to the filing parties).
• At the end of the Secondary Review, CCC may either approve or disapprove the proposed Business Combination. It is worth noting that CCC may or may not conduct a secondary review based on a substantive test for clearance, as mentioned in our reply to question no. 15 hereinbelow.

(ii). Simplified Procedure

In certain circumstances, as specified above in the last paragraph of our response to question no. 12, the filing can be subject to a simplified procedure. Such a procedure does not involve the primary or secondary review steps. Within 7 working days from the receipt of the complete application and set of documents, CCC to conduct a formality check as to whether any of the conditions for the simplified procedure is met and whether all of the necessary documents and information have been provided by the parties to the proposed Business Combination and accordingly, either approve the proposed Business Combination or require the parties to follow the normal procedure.

If the Business Combination obtains approval from the CCC, either through the normal or simplified procedures, the Business Combination must be registered with the CCC within 30 working days after its substantive completion.

Advanced Ruling Certificate (ARC)

In cases where the threshold for pre-completion approval is met, it is still possible to skip the pre-completion approval procedure by applying for an Advanced Ruling Certificate. However, the CCC would issue the ARC only if the proposed Business Combination is unlikely to adversely affect competition in the relevant market in Cambodia. In this case, the parties are allowed to complete the substantial parts of the Business Combination within one year from the issuance of the ARC, without any objection from the CCC.

Post-Completion Notification 

For a Business Combination that does not meet the thresholds for pre-completion approval, a post-completion notification to CCC is still required if the Business Combination meets at least 50% or more of any of the thresholds for the pre-completion approval.

The substantive test for clearance is whether, directly or indirectly, the Business Combination has or may have the object or effect of significantly preventing, restricting, or distorting competition in a relevant market within Cambodia.

In principle, the CCC may subject a transaction to a secondary review depending on the following:

1. The market share of the parties to a Business Combination and their related groups;
2. How concentrated the current market is, as measured by the Herfindahl-Hirschman Index (HHI); and 
3. How the proposed Business Combination may affect the market concentration.

The CCC may decide not to conduct a secondary review where any of the following conditions are met:

Despite the satisfaction of the above requirements, CCC may issue a decision requiring the proposed Business Combination subject to secondary review where the CCC finds a reasonable concern that the proposed Business Combination will, or is likely to, have the object or effect of significantly preventing, restricting, or distorting competition in a relevant Market.

After the primary review, CCC can decide as follows:

• The Business Combination may be completed; or
• The Business Combination is subject to secondary review.

Following the secondary review, CCC can decide as follows:

• The Business Combination may be completed;
• The Business Combination may be completed subject to conditions; or
• The Business Combination is prohibited if CCC is of the opinion that the proposed Business Combination will, or is likely to, have the object or effect of significantly preventing, restricting, or distorting competition in a relevant Market.

The Law on Competition 2021, the Sub Decree No. 60, and other relevant regulations are silent on this aspect. Since the practice is not yet developed fully, it remains to be seen whether or not parties can offer commitments to CCC for remedying identified competition concerns.

In case of incomplete application for pre-completion approval, the CCC will notify the filing parties requiring them to submit the complete set of information and documents within 30 working days from the date of the CCC’s notification to the filing parties, failing which the CCC is entitled to reject the application.

In case of incomplete registration information or post-completion notification, the CCC will notify the filing parties requiring them to submit the complete set of information and documents within 15 working days from the date of the CCC’s notification to the filing parties, failing which the CCC is entitled to reject the application.

If a Business Combination is completed in violation of any provisions of Sub-Decree No. 60, the Business Combination and the associated parties are subject to a penalty as prescribed under the Competition Law and other applicable regulations. 

An administrative fine of 3% - 10% of the company’s revenues in the financial year wherein the company achieved the highest revenues from the affected relevant markets within the violation period. This administrative fine is multiplied by the number of years that the violation has occurred (for a maximum of 3 years). Where the company is part of a group of companies, the revenue of the group derived from the affected relevant markets will instead be used as the base for calculating the administrative fine. Besides administrative fines, the statutory powers of the Cambodian authorities are broad. In theory, they have the power to compel the buyer to divest its shares in the target company in order to restore competition in the relevant markets. 

Please see our response to "Describe the sanctions for not filing or filing an incorrect/incomplete notification".

Yes. As mentioned above, the CCC has broad powers to investigate and adjudicate a Business Combination if it has or may have the object or effect of significantly preventing, restricting, or distorting competition in a relevant market within Cambodia. 

Pursuant to Prakas No. 226 on the Formalities and Procedures of Inspection and Investigation, the CCC is empowered to review anti-competitive practice complaints and decide whether or not to commence a preliminary examination. 

Investigation into a suspected anti-competitive practice can be initiated through any one of the three ways:

• A written complaint by any person, irrespective of whether or not such person has any interest in or from a suspected anti-competitive agreement or conduct.
• A written complaint by any Cambodian governmental authority.
• Suo motu, at the initiative of the CCC. 

Upon receipt of the complaint, CCC will review and decide whether or not to initiate a preliminary examination of a suspected anti-competitive practice.  If CCC decides to proceed with a preliminary examination, an ad hoc committee, the “Competition Case Committee,” will be formed and will take charge of appointing investigating officers, analyzing the preliminary examination report prepared by the investigating officers, and conducting a preliminary quasi-judicial hearing for the concerned parties.
Based on the review of the preliminary examination report, the gathered evidence, and a quasi-judicial hearing by the Competition Case Committee, the CCC decides whether or not to conduct a full-fledged investigation.

Following the full-fledged investigation, the appointed investigator will prepare the final investigation report. The Competition Case Committee will analyse the final investigation report and provide its opinion to the CCC to make the final decision.

Based on the investigation report, the gathered evidence, and the opinion of the Competition Case Committee, CCC decides whether or not a suspected anti-competitive practice exists and whether to impose administrative penalties as set forth under the Law on Competition.

So far, we have not heard or seen any case where the CCC investigates or takes any action against alleged anti-competitive practices or arrangements.  However, the CCC recently signed an MoU with the Philippines’ PCC on 11 February 2025 for joint capacity-building programs and cross-border cooperation focusing on enforcement against antitrust offenses. The signing of this MoU was personally presided over by Cambodia’s Prime Minister, which may signal the Cambodian government’s strong focus on enforcement against antitrust offenses in the coming days from 2025 onwards. However, it remains to be seen the exact timeline as to when active enforcement will occur.

It is advisable that all investors and concerned businesses should carefully assess the filing requirements for any proposed Business Combination and, if applicable, proceed with the filing for a pre-completion approval or post-completion notification, as relevant. Note that under Cambodia’s merger control regime, a business combination involving only a single local nexus to Cambodia is still subject to pre-notification filing, provided that it meets any of the applicable thresholds.

Businesses and prospective investors should take steps to ensure compliance with the Law on Competition and applicable regulations. With regards to Prakas No. 226 specifically, businesses should begin training their staff and employees on how to conduct themselves in the event CCC initiates or conducts an investigation.

Moreover, the parties to a merger or similar transaction should conduct “merger control due diligence” of any prospective transactions, including any offshore transactions having a potential effect on the Cambodian market for any goods and services, to check if any merger filing requirements are triggered in Cambodia. 

The parties to a merger or similar transaction should also take into consideration the other competition aspects during the due diligence and drafting stage, such as any provisions of the underlying definitive agreements (such as a shareholder agreement) which may be construed as to prevent, restrict or distort competition in Cambodia (for example, a non-competition clause).