The Civil Code of Cambodia
Royal Government of the Kingdom of Cambodia

Adopted by Royal Kram № NS/RKM/1207/030 dated 8 December 2007.
This text in the English language is an unofficial translation of the Khmer language version. The Khmer language version is the overriding version of the document. The translated English language version was prepared by the Japan International Cooperation Agency.
Source: JICA - Technical Cooperation Projects in Cambodia

BOOK TWO: PERSONSEdit

CHAPTER ONE: NATURAL PERSONSEdit

Section I: Legal Capacity

  1. Principle of equality of legal capacity
  2. All natural persons are entitled to have rights and assume obligations in their name.
  3. Limitation on capacity of foreign nationals to acquire rights
    Foreign nationals shall not be entitled to acquire or maintain certain rights as provided through law or treaty.
  4. Commencement and termination of legal capacity
    Natural persons shall acquire legal capacity upon birth, and shall lose such legal capacity upon death.
  5. Fetus
    1. A fetus in existence at the time of the conducting of a tortious act shall be entitled to seek damages for any harm arising from such act upon its birth.
    2. A fetus in existence at the time of the death of a decedent shall be entitled to inherit from such decedent after birth.
    3. A fetus in existence at the time of death of a testator is entitled to receive the effects of such testament.

Section II: Individual Rights

  1. Concept of individual rights
  2. Individual rights include the right to life, personal safety, health, freedom, identity, dignity, privacy, and other personal benefits or interests.
  3. Right to injunction (prohibition)
    Where there is a danger of unlawful infringement of a personal right, or where there is a danger that such an infringement that has already occurred will unlawfully continue or be repeated, the personal right holder may demand to enjoin such infringement.
  4. Right to demand elimination of the effects of an infringing act
    A person who has suffered an unlawful infringement of an individual right may, where the infringement continues due to the presence of an effect arising from the infringing act, demand the elimination of the effect of the infringing act unless such elimination is not practically feasible.
  5. Right to damages
    The provisions of Article 11 (Right to injunction) and Article 12 (Right to demand elimination of the effects of an infringing act) shall not prevent a person who has suffered an infringement of their individual rights from seeking damages for any harm suffered therefrom in accordance with the provisions regarding tortious acts.

Section III: Mental Capacity

  1. Lack of capacity
  2. An act performed by a person who was unable to recognize and understand the legal consequences of his actions is voidable.
  3. Definition of act
    An 'act' as used in the provisions of Sections III, IV and VI of this Chapter shall include a contract, and a unilateral legal act.

Section IV: Capacity to Act

  1. Definition of incompetent persons
  2. Incompetent persons are minors, adults in guardianship and a person under curatorship.
Sub-section I: Minors
  1. Definition of minor
  2. Minors are persons under the age of eighteen.
  3. Right to rescind act
    An act conducted by a minor without the consent of his parental power holder or guardian may be rescinded. However, this shall not apply to an act performed in order to obtain a right or to discharge a duty or obligation, or to an act conducted in the course of daily life.
  4. Disposal of property with permission of parental power holder or guardian
    Where a minor has been permitted by his parental power holder or guardian to dispose of property for a specific purpose, the minor may dispose of the property within the scope of such purpose. A minor may also dispose of property where he has been permitted by his parental power holder or guardian to dispose of the property without a specified purpose.
  5. Minor permitted to conduct business
    1. A minor who is permitted by his parental power holder or guardian to carry on one or more kinds of business shall have the same capacity to act as a person of the age of majority as for a as such business is concerned.
    2. In the case of paragraph (1), if it is found that the minor is unable to manage the business, his parental power holder or guardian may revoke the permission to conduct business or impose restrictions thereon.
  6. Requirements for emancipation
    1. Where a minor who has reached the age of sixteen completely supports himself, the court may, upon a petition from the minor, declare the emancipation of the minor if such emancipation is deemed in the minor's best interest. In such a case, the court shall hear the opinions of the parental power holder(s).
    2. A married minor shall be deemed emancipated without a declaration of the court.
    3. In case of paragraph (2), the effect of the emancipation shall not cease to exist in the event of a subsequent divorce.
  7. Effect of emancipation
    An emancipated minor shall have the same capacity to act as an adult.
  8. Minor's labor contract
    1. Notwithstanding the provisions of Article 1053 (Property management and representation) and Article 1080 (Property management and representation), a parental power holder or guardian may not enter into a labor contract on behalf of a minor.
    2. A contract that contravenes the provisions of paragraph (1) shall not be binding on the minor. However, this shall not apply where the minor ratifies the contract.
    3. A parental power holder, a guardian or the administrative authorities may, if the labor contract is deemed to be disadvantageous to the minor, terminate the contract, and such termination is effective only for the future.
Sub-section II: General Wards
  1. Declaration of commencement of general guardianship
  2. With respect to a person who remains in a habitual condition of lacking the ability to recognize and understand the legal consequences of his actions due to mental disability, the court may declare the commencement of a general guardianship at the request of the person himself, the person's spouse, any relative within the fourth degree of consanguinity, the guardian of minor, the supervisor of guardian of minor, the chief of the Khum or Sangkat where the person's domicile is located, or a prosecutor. However, this provision shall not apply in case where the person is under 15 years old at the time of application. In case where the court makes the declaration of Paragraph (1), and where the person is under the curatorship, the court must revoke the declaration of commencement of curatorship.
  3. Meaning of general guardianship; and appointment of general guardian
    A person who receives a declaration of commencement of general guardianship shall be called a 'person under general guardianship,' and shall be placed under the care of a general guardian.
  4. Right to rescind act
    An act conducted by a person under general guardianship may be rescinded. However, this shall not apply to an act necessary in the course of daily life.
  5. Revocation of declaration of commencement of general guardianship
    When the grounds for the general guardianship described in Article 24(Declaration of commencement of general guardianship) cease to exist, the court shall revoke the declaration of commencement of general guardianship at the request of the person himself, the person's spouse, any relative within the fourth degree of consanguinity, the guardian, the guardian's supervisor, the chief of the Khum or Sangkat where the person's domicile is located, or a prosecutor.
Sub-section III: Person under Curatorship
  1. Declaration of commencement of curatorship
    1. With respect to a person whose ability to recognize and understand the legal consequences of his actions is substantially impaired due to mental disability, the court may declare the commencement of curatorship at the request of the person himself, the person's spouse, any relative within the fourth degree of consanguinity, the guardian, a guardian's supervisor, the chief of the Khum or Sangkat where the person's domicile is located, or a prosecutor.
    2. In case where the court makes the declaration of Paragraph (1), and where the person is under the general guardianship, the court must revoke the declaration of commencement of the general guardianship.
  2. Meaning of a person under curatorship; appointment of curator
    A person who receives a declaration of commencement of curatorship shall be called a 'person under curatorship', and shall be placed under the care of a court-appointed curator.
  3. Right to rescind act
    Any of the following acts conducted by a person under curatorship without the consent of the curator may be rescinded, except where the act is conducted in the course of daily life:
    1. receiving or using principal;
    2. incurring or guaranteeing a debt;
    3. acting with the intent of obtaining or losing rights pertaining to an immovable or other valuable asset;
    4. conducting an act of litigation;
    5. donating [money or property], or entering into a settlement or arbitration agreement;
    6. accepting or waiving succession, or dividing a legacy;
    7. refusing a donation or bequest, or accepting a donation or bequest subject to a burden;
    8. building, remodeling, expanding or conducting major repairs to a building or structure;
    9. executing a lease agreement that exceeds three years for land, two years for a building, or six months for a movable; or
    10. any other act that a court specifically declares, based on the application of a person listed in Article 28 (Declaration of commencement of curatorship), a curator, or a curator's supervisor, requires the consent of the curator.
  4. Revocation of declaration of commencement of curatorship
    When the grounds for curatorship described in Article 28 (Declaration of commencement of curatorship) cease to exist, the court shall revoke the declaration of commencement of curatorship at the request of the person himself, the person's spouse, any relative within the fourth degree of consanguinity, the guardian, a guardian's supervisor, the chief of the [commune] where the person's domicile is located, or a prosecutor.
Sub-section IV: Protection of Parties to Transactions with General Wards
  1. Right to demand
    1. The other party to an act conducted by an incompetent person may, after the incompetent person has become a person of full capacity, notify such person and demand a definite answer within a period [fixed by such other party], which shall not be less than one month, as to whether or not the person ratifies the voidable act. If the previously incompetent person fails to dispatch a definite answer within such period, the act shall be deemed to have been ratified.
    2. The same shall apply to cases where the notice set forth in paragraph (1) was given to a parental power holder, guardian or court-appointed curator with respect to an act within the scope of the guardian's authority before the incompetent person became a person of full capacity, but no definite answer was dispatched by the guardian within such period.
    3. The other party to an act conducted by a person under curatorship may notify the person under curatorship and demand that such person obtain the ratification of the curator within the period set forth in paragraph (1). If the person under curatorship fails to dispatch a notice to the effect that ratification has been duly obtained within such period, the contract shall be deemed rescinded.
  2. Fraud by incompetent
    If an incompetent person has used fraudulent means to induce the belief that he is a person of full capacity, the act of the person cannot be rescinded.

Section V: Permanent Residence

  1. Definition of permanent residence
  2. A person's base and center of living shall be the person's permanent residence.
  3. Place of abode
    If the permanent residence is unknown, the place of abode shall be deemed to be the permanent residence.
  4. Cases where no residence exists within Cambodia
    If a person has no permanent residence in Cambodia, the place of abode in Cambodia shall be deemed to be the person's permanent residence, regardless of whether the person is a Cambodian citizen or a foreign national. However, this shall not apply where the law of the person's domicile applies.

Section VI: Management of Property in Absentia and Declaration of Disappearance

Sub-section I: Management of Property in Absentia
  1. Appointment of administrator by the court
  2. Where a person has left his permanent residence or place of abode and there is no expectation of his return, if he did not appoint an administrator for his property, the court may, upon the petition of any interested person, the chief of the [commune] where the person's residence is located or a public prosecutor, order the appointment of an administrator or take any other measure necessary for the management of such property. The same shall apply where the authority of an appointed administrator has expired during the absence of the principal.
  3. Revocation of order to manage property
    In the case described in Article 37(Appointment of administrator by the court), if the absentee subsequently appoints an administrator, the court may revoke the order described therein upon the request of the administrator, any interested person, the chief of the [commune] where the person's residence is located or a public prosecutor.
  4. Replacement of administrator
    Where an absentee has appointed an administrator, if it is unknown whether the absentee is alive or dead, the court may, upon the petition of any interested person, the chief of the [commune] where the person's residence is located or a public prosecutor, order the replacement of the administrator.
  5. Appointment of the administrator by the Court
    1. A court-appointed administrator has the authority to conduct acts set forth in paragraph (2), Article 366 (Scope of agency authorization). Where the administrator is required to conduct an act beyond the scope of that authority, the administrator may conduct the act with the approval of the court.
    2. Where it is unknown whether the absentee is alive or dead, if the administrator needs to conduct an act beyond the scope of the authority specified by the absentee, the administrator may conduct such act with the approval of the court.
    3. The court, where it finds that it is appropriate for remuneration to be paid taking into account of the relationship between the administrator and the absentee and other circumstances, may allow reasonable remuneration to the administrator out of the absentee’s property.
Sub-section II: Declaration of Disappearance
  1. Requirements for declaration of disappearance
    1. If it is unknown for five years whether an absentee is alive or dead, the court may, upon the petition of his spouse, heir, legatee, a designated insurance beneficiary, a parental power holder, guardian, father, mother or any other person who has an important legal interest in the declaration of disappearance, make a judicial declaration of disappearance.
    2. The rule described in paragraph (1) shall apply where the fate of a person located in a war zone or aboard a foundered vessel, or who encountered any other peril that might have been the cause of death, has been unknown for one year after the cessation of the war, the foundering of the vessel or the termination of the peril.
  2. Notification by publication
    The proceedings for notification by publication shall be carried out in order to declare the disappearance.
  3. Effect of declaration of disappearance
    The absentee shall be deemed dead from the time, in the event that a judicial declaration of disappearance has been made in accordance with the provisions of paragraph (1) of Article 41 (Requirements for declaration of disappearance), when the period set forth therein expires, and in the event that a judicial declaration of disappearance has been made in accordance with the provisions of paragraph (2) of the same Article, when the peril ceases to exist with respect to any legal relationship that exists at or around the permanent residence or the place of abode at such time.
  4. Handling of absentee's return
    1. If it is proven that the absentee is alive, or died at a time different from that set forth in paragraph (1) of Article 43(Effect of declaration of disappearance), the court shall, upon the petition of the absentee or any interested person, revoke the judicial declaration of disappearance.
    2. A person who has acquired property directly from the absentee based on the effect of a judicial declaration of disappearance shall lose his right to the property upon the revocation of the declaration of disappearance. However, a person who was unaware when he acquired the property that the declaration of disappearance was in fact not in accordance with the truth is obligated to return such property only to the extent that the person continues to receive the benefits thereof.
    3. An act conducted after a declaration of disappearance has been made but before it has been revoked, in the belief that the declaration is in effect, shall not lose its effect or validity on account of the revocation.
    4. In the event that a declaration of disappearance is revoked after the remarriage of the spouse of a person as to whom the declaration was made, the previous marriage shall be annulled due to the establishment of the remarriage.

Section VII: Presumption of Simultaneous Death

  1. Presumption of simultaneous death
  2. If, among two or more persons who have died, it is unknown whether one has survived after the death of the other(s), the persons shall be presumed to have died simultaneously.

CHAPTER TWO: JURISTIC PERSONSEdit

Section I: General Provisions

Sub-section I: Definitions, Types, and Principles of Incorporation
  1. Definition and types of juristic persons and principles of incorporation
    1. Under this Code, an organization granted the status of being subject to rights and Obligations independent of those of the stakeholders comprising such organization shall be referred to as an Incorporated Association, and contributed assets granted the status of being subject to rights and Obligations independent of the contributors of said assets shall be referred to as the Incorporated Foundation.
    2. Under this Code, juristic persons not having profit listed among their objectives shall be referred to as Non-profit Juristic Persons and juristic persons having profit among their objectives as For-profit Juristic Persons. Amongst Non-Profit Juristic Persons, those bearing a specific public interest shall be referred to as Public Interest Juristic Persons.
    3. Under this Code, Incorporated Associations for which the stakeholders are liable for the Obligations of the juristic person to the extent of the amount of property contributed shall be referred to as Limited Liability Incorporated Associations, and those for which the stakeholders are liable for the Obligations of the juristic person to the extent of their entire assets are referred to as Unlimited Liability Incorporated Associations.
    4. No juristic person shall be a stakeholder of another Incorporated Association for which it bears unlimited liability.
    5. A Non-profit Juristic Person shall be incorporated under this Code or other laws.
    6. A For-profit Juristic Person shall be incorporated under other separately stipulated laws.
Sub-section II: Name of Non-Profit Juristic Person
  1. Name of a non-profit juristic person
    1. No entity other than an Incorporated Association or Incorporated Foundation shall bear the term Incorporated Association or Incorporated Foundation in their name.
    2. Limited Liability Incorporated Associations and Unlimited Liability Incorporated Associations shall include in their name a statement that they are a Limited Liability Incorporated Association or an Unlimited Liability Incorporated Association, respectively.
  2. Foreign juristic persons
    1. Under this Code, juristic persons incorporated under foreign law shall be referred to as Foreign Juristic Persons.
    2. Foreign Juristic Persons shall not be recognized as juristic persons except for nation states, administrative divisions of nation states, and/or commercial companies. This provided that said juristic persons are able to be recognized as such through Cambodian law or treaty.
    3. Foreign Juristic Persons recognized under paragraph (2) shall enjoy the same private law rights as juristic persons incorporated under corresponding Cambodian law. This shall not apply to rights that foreigners are specifically precluded from or in cases where there is specific contrary provisions under law or treaty.
Sub-section III: Registration of Incorporation
  1. Registration of incorporation and time of formation
  2. A juristic person shall come into existence upon its registration in the registry held at the location of its principal office.
  3. Items to be registered
    1. The following details concerning the juristic person must be stipulated within the registry:
      1. The purpose of the organization;
      2. The name of the organization;
      3. The principal office and any subordinate offices of the organization;
      4. Should the grounds for dissolution have been provided in the Articles of Incorporation, such grounds;
      5. The names and addresses of the directors and auditor(s) This provided that in the case of an Unlimited Liability Incorporated Association, the names and addresses of the stakeholders shall be stated;
      6. Should there be directors without the authority to represent the juristic person, the name(s) of the director(s) who do represent the juristic person; and
      7. Should there be provisions for more than one director to jointly represent the juristic person, such provisions.
    2. If there is a change in any particular listed in Paragraph (1), such change shall be registered within two weeks [following its occurrence] at the registry having jurisdiction over the principal office and within three weeks at the registry having jurisdiction over any other office. Pending registration, no change can be set up against other persons.
    3. If there is provisional disposition to suspend the performance of duties by, or to appoint a substitute for, a registered director, supervisor, liquidator or member, or a change or cancellation of such provisional disposition, registration thereof shall be effected at the registry having jurisdiction over the principal office and at the registry having jurisdiction over any other office. In such cases the second sentence of Paragraph (2) shall apply mutatis mutandis.
Sub-section IV: Domicile of the Juristic Person (Permanent Residence)
  1. Domicile of juristic person
  2. The domicile of a juristic person shall be the place in which its principal office is located.
  3. Registration of relocation of office
    1. If a juristic person relocates its principal office, then not later than two weeks following the relocation, such fact shall be registered at the registry having jurisdiction over its old location and the particulars provided in Article 50 (Particulars to be registered) shall be registered at the registry having jurisdiction over the new location. If a juristic person relocates an office other than the principal office, then such fact shall be registered at the registry having jurisdiction over its old location within three weeks and the particulars provided in Article 50 (Particulars to be registered) shall be registered at the registry having jurisdiction over the new location within four weeks.
    2. Notwithstanding Paragraph (1), where an office has been relocated within the area of jurisdiction of a single registry, only such relocation need be registered.
  4. Registration of establishment of new office
    1. Upon establishment of a new office, the particulars provided in Article 50 (Particulars to be registered) shall be registered not later than two weeks following said establishment at the registry having jurisdiction over the new office.
    2. In cases under Paragraph (1), the fact of registration of the new office shall be registered at the registries having jurisdiction over the principle office and any other office not later than three weeks following the establishment of the new office.
Sub-section V: Registration of Foreign Juristic Persons
  1. Registration of foreign juristic persons
    1. The provisions of Article 50(Particulars to be registered), Article 52 (Registration of relocation of office) and Article 53 (Registration of establishment of new office) shall apply to the case where a foreign juristic person establishes an office in Cambodia.
    2. Where a foreign company establishes an office in Cambodia for the first time, other persons may deny the corporate status of such juristic person until such time as registration thereof has been effected at the registry having jurisdiction over such office.
Sub-section VI: Management and Administration of Juristic Persons
  1. Inventory and list of members
    1. Upon incorporation and not later than the third month of each financial year, a juristic person shall prepare an inventory of assets and keep same in its office at all times.
    2. An incorporated association shall prepare a list of members, keep same at it office and revise it whenever there is a change of membership.
  2. Number of directors and their selection, dismissal and duties
    1. A juristic person shall have director(s) who shall be the executive organ of the juristic person; provided that an unlimited liability incorporated association shall not have directors.
    2. There may be one or more directors; provided that an incorporated foundation shall have not less than three directors.
    3. Unless otherwise provided in the articles of incorporation, the juristic person’s business shall be determined by a majority of directors if there is more than one director.
    4. Directors shall be appointed by the articles of incorporation or the general meeting of members.
    5. Directors of an incorporated association may be dismissed by resolution of the general meeting of members.
  3. Duties of directors
    1. Directors shall be subject to the duty to execute the company’s business faithfully, in compliance with relevant laws, rules, and tenor of the articles of incorporation.
    2. In addition to Paragraph (1), the relationship of directors and the juristic person shall be subject to the provisions governing mandate.
  4. Directors’ right to represent the juristic person
    1. A director represents the juristic person; provided that a director cannot contravene the tenor of the articles of incorporation.
    2. If there is more than one director, they shall each represent the company, provided that it is permitted to stipulate otherwise in the articles of incorporation.
    3. In case of incorporated association, director(s) shall comply with resolution of the general meeting of members.
  5. Restrictions on the right to represent the juristic person
    No restriction imposed on the right of representation of any director or other representative of the juristic person may be set up against a bona fide third party.
  6. Provisional director
    If there is a vacancy among the directors and there is a concern that damage will ensue from delay, the court may appoint a provisional director upon application by any interested person or of a public prosecutor.
  7. Special representative
    A director shall have no right of representation in cases where the interests of the juristic person and the director’s own interests conflict. In such a case, a special representative shall be appointed using the same procedures as those described in Article 60 (Provisional director).
  8. Auditors (Supervisors)
    1. A juristic person shall have one or more auditors. An Unlimited Liability Incorporated Association, however, shall not be required to have an auditor.
    2. The auditors shall be appointed in accordance with the provisions of the Articles of Incorporation or by resolution of the general stakeholders meeting or a meeting of the board of directors.
    3. No director or employee of a juristic person shall be an auditor.
    4. An auditing juristic person may be an auditor.
  9. Duties of Auditor
    1. The auditor shall inspect the organizational activities of the juristic person.
    2. The auditors may request reports on the status of the juristic person’s business from the directors and/or employees of the juristic person, and may inspect the status of the juristic person’s business and assets.
    3. The auditor shall examine the agenda items and documents that the directors intend to submit to the general stakeholders meeting and meeting of the board of directors. Should the auditors find any items in breach of any law or regulation, the Articles of Incorporation, or to be seriously improper, they shall report such in the general stakeholders meeting or the meeting of the board of directors.
    4. The auditors may state their opinions concerning the appointment, dismissal, and remuneration of auditors at the general stakeholders meeting or meeting of the board of directors.
    5. Should the auditors find that a director has engaged in conduct outside the scope of the objectives of the juristic person or otherwise be in breach of law or the Articles of Incorporation, or find that there is a risk of any of the foregoing, the auditors shall report this to the general stakeholders meeting or the meeting of the board of directors. In such case, the auditors may convene a meeting of the general stakeholders or meeting of the board of directors should it be necessary for the purpose of making such a report. Moreover, auditors of an Incorporated Foundation shall make the aforementioned report to the supervising authority no later than the time of making such report to the meeting of the board of directors.
    6. Should a director engage in any conduct set forth in Paragraph (5) or should there be a risk that such will occur and that the juristic person will incur serious damage as a result of such conduct, the stakeholders may demand that such director cease such conduct.
    7. Should a suit be filed by the juristic person against a director or by a director against the juristic person, the auditors shall represent the juristic person within such suit.
Sub-section VII: Dissolution and Liquidation
  1. Grounds for dissolution
    1. A juristic person shall be dissolved based on the following grounds:
      1. The occurrence of any grounds for dissolution stipulated in the Articles of Incorporation;
      2. The termination of the undertaking that is the purpose of the juristic person or the impossibility thereof;
      3. Bankruptcy; or
      4. A judgment ordering dissolution.
    2. Aside from the grounds prescribed in Paragraph (1), an Incorporated Association shall be dissolved based on the following grounds:
      1. A resolution of the general stakeholders meeting of a Limited Liability Incorporated Association or agreement of all stakeholders of an Unlimited Liability Incorporated Association; or
      2. The number of stakeholders being reduced to one.
    3. A resolution for dissolution by a Limited Liability Incorporated Association under Paragraph (2) Item (a) shall require approval by a majority of all stakeholders themselves with the voting rights of said majority totaling no less than three fourths of the total voting rights.
  2. Suit seeking dissolution
    1. For a Limited Liability Incorporated Association, stakeholders holding no less than 10% of the total voting rights, stakeholder in the case of an Unlimited Liability Incorporated Association, and directors or auditors in the case of an Incorporated Foundation respectively, may file a petition seeking dissolution of the juristic person.
    2. For cases set forth Paragraph (1), a court may order the dissolution of a juristic person strictly under the following circumstances and in which the reasons for such are considered compelling:
      1. The juristic person is faced with extreme hardship in accomplishing the objectives of its undertaking, and has suffered or is likely to suffer irrevocable damage; or
      2. The management or disposition of the juristic person’s property is profoundly improper to the extent that it imperils the continued existence of the juristic person.
    3. Notwithstanding Paragraphs (2) and (3), in cases where the court determines, upon petition by the Minister of Justice or by any stakeholder, creditor or other interested person, that in order to preserve the public interest, they cannot allow the continuing existence of the juristic person for any of the grounds set forth below, the court may issue an order for the dissolution of said juristic person:
      1. The juristic person was incorporated based on an illegitimate objective;
      2. Without legitimate reason, the juristic person has not commenced business within one year of its incorporation, or has ceased to do business for one year or longer; or
      3. Despite a person executing the business of the juristic person having received a written warning from the Minister of Justice, deviation from or abuse of the authority of the juristic person as prescribed by law or the Articles of Incorporation or actions violating any penal law has continued or been repeated.
    4. Should a petition have been made under Paragraph (3), prior to issuing an order for dissolution, the court may appoint an administrator over the juristic person or take such other measures as it deems necessary to preserve the property of the juristic person based upon the petition by the Minister of Justice or by any stakeholder, creditor or other interested person.
  3. Cases necessitating the liquidation of a juristic person and Liquidator(s)
    Where a juristic person is to be liquidated, except in cases under Article 64 (Grounds for dissolution) Paragraph (1) Item (c), it shall be liquidated in accordance with this Subsection 7 (Dissolution and Liquidation). In such cases and for the purpose of the liquidation, the juristic person shall be deemed to have continued to exist up until the conclusion of the liquidation.
  4. Assigning of residual assets
    1. The assigning of any residual assets following the full payment of the debts of the juristic person shall be governed by the Articles of Incorporation.
    2. In the case of an Incorporated Association, if assignment cannot be determined in accordance with Paragraph (1), such shall be determined via a resolution of the general stakeholders meeting in the case of a Limited Liability Incorporated Association and decision of all the stakeholders in the case of an Unlimited Liability Incorporated Association.
    3. Residual assets for which assignment is not determined through either Paragraphs (1) or (2) shall be deposited into the National Treasury.
  5. Assumption of office by Liquidator(s)
    1. Should a juristic person be dissolved in accordance with Article 64 (Grounds for dissolution), Paragraph (1) Items (1.) or (2.) or Paragraph (2) Item (1.), the persons listed below shall become the Liquidator(s) in the order indicated:
      1. Persons set forth in the Articles of Incorporation;
      2. Persons appointed via a general stakeholders meeting in the case of a Limited Liability Incorporated Association and via a majority decision of stakeholders in the case of an Unlimited Liability Incorporated Association;
      3. The directors in the case of a Limited Liability Incorporated Association or an Incorporated Foundation and the stakeholders in the case of an Unlimited Liability Incorporated Association.
      4. Should there be no Liquidator as set forth under Paragraph (1), the court may appoint Liquidator(s) upon petition by an interested person.
      5. Should a juristic person be dissolved under Article 64 (Grounds for dissolution) Paragraph (1) Item (d) or Paragraph (2) Item (b), upon petition by any interested person or by the Minister of Justice, the court may appoint Liquidator(s).
    2. Should there be no Liquidator as set forth under Paragraph (1), the court may appoint Liquidator(s) upon petition by an interested person.
    3. Should a juristic person be dissolved under Article 64 (Grounds for dissolution) Paragraph (1) Item (d) or Paragraph (2) Item (b), upon petition by any interested person or by the Minister of Justice, the court may appoint Liquidator(s).
  6. Dismissal of Liquidator(s)
    1. The court may dismiss a Liquidator(s) for grave reason upon the petition by an interested person.
    2. Incorporated Associations Liquidator(s) of a Limited Liability Incorporated Association, except for Liquidator(s) appointed by a court, may be dismissed by a resolution of a general stakeholders meeting and by a decision of a majority of the stakeholders of an Unlimited Liability Incorporated Association.
  7. Registration of Liquidator(s) and dissolution
    Except in cases of dissolution under Article 64 (Grounds for dissolution) Paragraph (1) Item (c), Liquidator(s) shall register their names and addresses, and the cause and date of dissolution with the registry at the location of the principal office no later than two weeks following dissolution and at all other offices no later than three weeks following dissolution.
  8. Duties and powers of Liquidator(s)
    1. The duties of the Liquidator(s) shall be as follows:
      1. Conclude the remaining business of the juristic person;
      2. Collect all claims and pay all debts of the juristic person; and
      3. Deliver residual assets.
    2. Should there be more than one Liquidator(s), the business of the juristic person shall be determined by the decision of a majority of Liquidator(s).
    3. Article 58 (Directors’ right to represent the juristic person) shall apply mutatis mutandis to Liquidator(s). Should the court appoint multiple Liquidator(s), it may appoint a sole or joint representative Liquidator(s) from among them.
  9. Duty to examine and report the juristic person’s assets
    1. Without delay after assuming its position, the Liquidator(s) shall examine the current status of the juristic person’s assets, prepare an inventory and balance sheet, and submit such to the court.
    2. In the case of a Limited Liability Incorporated Association, the documents described in Paragraph (1) shall be approved by the general stakeholders meeting prior to being submitted to the court.
    3. For an Unlimited Liability Incorporated Association, the documents set forth in Paragraph (1) shall have been approved by all the stakeholders prior to being submitted to the court.
    4. For an Incorporated Foundation, the documents described in Paragraph (1) shall have been approved by the supervising ministry(s) prior to being submitted to the court.
  10. Notice to creditors
    1. No later than two months following the day of its position, the Liquidator(s) shall give notice instructing creditors through publication in an official gazette of the Ministry of Justice, on no less than three occasions, to present their claims within a specified period, which shall be no shorter than two months.
    2. The notices set forth in Paragraph (1) shall include a statement that should the creditors not present their claims within the stipulated period, they shall be excluded from consideration in the liquidation.
    3. Liquidator(s) shall provide separate notice to any known creditors for the presentation of their claims.
    4. Liquidator(s) may not exclude any known creditors from the liquidation.
  11. Settlement of claims within the presentation period
    1. The Liquidator(s) shall not make payment to any creditors during the period for presentation of claims prescribed in Article 73 (Notice to creditors). The Liquidator(s) shall not incur any liability for a delay in performance resulting thereby.
    2. Notwithstanding Paragraph (1), the Liquidator(s) may, with the permission of the court, settle any minor claims, secured claims and/or other claims that do not pose a risk of harming the claims of other creditors.
  12. Payment to excluded creditors
    Creditors who have been excluded from the liquidation process may demand payment only of residual assets that have yet to be distributed.
  13. Settlement of claims
    1. Juristic persons may settle claims prior to their due date.
    2. In case of Paragraph (1), claims subject to a condition that has an unset period remaining or an otherwise uncertain value shall be paid by the Liquidator(s) in accordance with the value determined by a court appointed valuator.
  14. Disposition of residual assets
    Liquidator(s) shall not dispose of residual assets under Article 67 (Assigning of residual assets) until all of the juristic person’s debts have been discharged. The Liquidator(s) may dispose of residual assets after retaining an amount deemed to be sufficient to discharge any disputed claims.
  15. Bankruptcy during liquidation
    1. Should it become apparent during liquidation that the assets of the juristic person are insufficient to cover all of its debts, the Liquidator(s) shall immediately petition for a declaration of bankruptcy and give notice thereof in an official gazette of the Ministry of Justice.
    2. The duties of the Liquidator(s) shall terminate upon the transfer of operations to the bankruptcy administrator.
    3. Should circumstances come under this Article and the Liquidator(s) have already made payment to a debtor or delivered the assets to a person entitled to such, the administrator in bankruptcy may recover said assets.
  16. Termination of liquidation
    1. Without delay after concluding the work of liquidation, the liquidators shall prepare an accounting report.
    2. In the case of a limited liability incorporated association, the liquidators shall submit the accounting report described in Paragraph (1) without delay to the general meeting of members and shall obtain its approval.
    3. In the case of an unlimited liability incorporated association, the liquidator shall submit the accounting report described in Paragraph (1) without delay to the members and shall obtain their approval; provided that except where the liquidators have acted illegally, the members shall be deemed to have approved such report if they state no objection thereto within one month after receiving it.
    4. In the case of an incorporated foundation, the liquidator shall submit the accounting report described in Paragraph (1) without delay to the supervising authority and shall obtain its approval.
    5. Liquidators appointed by the court shall submit the accounting report described in Paragraph (1) without delay to the court.
  17. Registration of conclusion of liquidation
    Once the procedures prescribed under Article 79 (Termination of liquidation) have been concluded, the Liquidator(s) shall register the such conclusion of liquidation no later than two weeks therefrom with the registry at location of the principal office, and no later than three weeks thereafter for each registry of every other office.
  18. Preservation of documents
    The juristic person’s account books, and other important documents relating to its business and liquidation shall be preserved for a period of ten years following the registration of the conclusion of liquidation with the registry for the location of the principal office. The custodian of such documents shall be appointed by the court upon petition by the Liquidator(s) or another interested person.

Section II: Incorporated Associations

Sub-section I: Limited Liability Incorporated Associations
  1. Incorporation and Articles of Incorporation
    1. In order to establish a Limited Liability Incorporated Association, the persons wishing to become stakeholders shall jointly prepare and sign the Articles of Incorporation.
    2. The Articles of Incorporation stipulated in Paragraph (1) shall include the following details:
      1. The objectives;
      2. The name;
      3. The location of the principal office;
      4. Stipulation of the total amount of the capital contribution to be secured by the entity in its capacity as a juristic person and its funding. Should there be a contribution of assets other than money, details of the assets that were contributed thereof and their value shall be included, however, if a commitment has been made to the assignment of assets after establishment, the value thereof, and the name or designation of the assignor shall be included with the amount of establishment expenses to be borne by the juristic person also being included;
      5. The accounting year;
      6. Details concerning the directors, auditors and other executive officers;
      7. Stipulations concerning the acquisition and loss of qualification of a stakeholder;
      8. Details concerning accounting;
      9. Details concerning dissolution;
      10. Details concerning the amendment of the Articles of Incorporation; and
      11. Method for providing public notices.
    3. The Articles of Incorporation shall come into effect unless officially notarized.
    4. The Articles of Incorporation shall be held at the principal office and each subordinate office.
  2. Minimum amount of endowment
    A Limited Liability Juristic Person shall have a capital contribution of no less than twenty million (20,000,000) riel.
  3. Inspection of capital contribution
    1. In order to obtain an adequate capital amount, the directors shall solicit contributors for the capital contribution amount, and seek and allocate contributions.
    2. Should the Articles of Incorporation include a clause following under the second sentence of Article 82 (Incorporation and Articles of Incorporation), Paragraph (2) Item (d), the directors shall request the court to appoint an inspector in order to inspect the items under said clause without delay.
    3. The inspector appointed under Paragraph (2) shall report the results of said inspection to the court.
    4. Should the court find on the basis of the inspection that the entry in the Articles of Incorporation was improper, it shall make a ruling ordering an amendment thereof. In such case, the existence of the ruling shall be noticed to the stakeholders, directors, and, in case of amendment relating to contributed capital other than money, to the contributor thereof.
    5. A contributor of capital other than money who has received notice under Paragraph (4) may rescind his/her contribution of such assets no later than one week of the ruling becoming final and binding. In such circumstances, the procedures for the incorporation of the Limited Liability Incorporated Association may be continued following the amendment of the Articles of Incorporation.
  4. Inspection of establishment procedures
    1. The directors and managers shall confirm whether or not the total amount of the capital contributions made by a contributor has been settled upon, and whether or not the delivery of the actual capital contribution amount has been completed.
    2. The directors or auditors shall report to the stakeholders should they become aware of any violation of law, breach of the Articles of Incorporation, or any other impropriety in the course of their inspection in accordance with Paragraph (1).
  5. Items to be registered and period of registration
    1. For Limited Liability Incorporated Associations, in addition to the details stipulated in Article 50 (Items to be registered), the details set forth below shall be registered:
      1. The total amount of the capital contribution;
      2. A provision dealing with the rights of the contributors of the capital contribution;
      3. The procedures for the return of the capital contribution; and
      4. The method for the providing public notice.
    2. Registration of the incorporation of a Limited Liability Incorporated Association shall be executed no later than two weeks of the termination of the procedures set forth in Article 85 (Inspection of capital contribution) and Article 86 (Inspection of establishment procedures) with the registry at the location of the principal office.
    3. Registration with the registry at the location of subordinate offices shall be executed no later than two weeks from the completion of registration under Paragraph (2).
  6. Liability for warranty of capital contribution contributions
    1. Should no contributor have been confirmed for any portion of the capital contribution as of the incorporation of the Limited Liability Incorporated Association, the directors and stakeholders at that time shall be deemed to have jointly become the contributors of such portion. The same shall apply should the actions of any capital contribution contributor be rescinded following the formation of said juristic person.
    2. Should a capital contribution not be paid, or a contribution in kind not be delivered at the time of the incorporation of the Limited Liability Incorporated Association, the directors and stakeholders of said juristic person shall be liable, jointly and severally, at that time for the payment of such unpaid amount, or the value of such undelivered contribution in kind, as the case may be.
    3. Should the value of the assets set forth in the second sentence of Article 82 (Incorporation and Articles of Incorporation), Paragraph (2), Item (d) be significantly below the value stipulated in the Articles of Incorporation at the time of formation of the Limited Liability Incorporated Association, the directors and stakeholders of such juristic person at that time shall be liable with respect to the juristic person, jointly and severally, to pay the amount of said shortfall. Should there have been and inspection by an inspector as set forth under Article 85 (Inspection of capital contribution), such persons shall be exempted from said liability unless they are either the contributor in kind or an assignor of the assets in question.
  7. Rights and Obligations of stakeholders
    1. Stakeholders shall be obligated to pay the expenses of the juristic person.
    2. Stakeholders may exercise their right to vote within the general stakeholders meeting. This right may not be exercised for votes concerning the relationship between the juristic person and the respective stakeholder.
    3. Each stakeholder shall be allotted one voting right. The Articles of Incorporation may stipulate otherwise in consideration of the contribution amount of each stakeholder.
    4. Stakeholders absent from the general stakeholders meeting may vote via writing or proxy. Should the Articles of Incorporation stipulate any other method for such vote, such other method shall be followed.
  8. Disqualification of stakeholders
    1. Stakeholders may resign at any time. This provided that, except in cases of unavoidable circumstances, stakeholders wishing to resign shall give prior notice in accordance with the provision requiring such notice as set forth in the Articles of Incorporation, if any.
    2. The notice period described in sentence 2 of Paragraph (1) shall not exceed one year.
    3. Apart from Paragraph (1), stakeholders shall be disqualified based on the following grounds:
      1. The occurrence of any grounds provided in the Articles of Incorporation;
      2. The agreement of all stakeholders;
      3. Death of the stakeholder or dissolution; or
      4. Expulsion.
  9. Expulsion
    1. A stakeholder may be expelled by resolution of the general stakeholders meeting but only should legitimate reasons exist. In such case, the juristic person shall provide said stakeholder no less than one week’s notice of the general stakeholders meeting, and shall afford the stakeholder the opportunity to defend himself/herself within said meeting.
    2. The resolution stipulated in Paragraph (1) shall require an affirmative vote of no less than one half of all the stakeholders comprising a combined holding of no less than three quarters of the total voting rights.
    3. Expulsion shall only come into effect once notice thereof is given to the expelled stakeholder.
  10. Regular general stakeholders meeting
    The directors shall hold a regular general stakeholders meeting no less than once per year.
  11. Extraordinary general stakeholders meeting
    1. The directors may convene an extraordinary general stakeholders meeting whenever they deem such to be necessary.
    2. The directors shall convene an extraordinary general stakeholders meeting should stakeholders holding no less than ten percent of the total voting rights demand the holding of a general meeting, stating the agenda thereof. Should the Articles of Incorporation provide stipulations concerning the aforementioned percentage, such provisions shall be abided by.
    3. Notwithstanding the demand provisions set forth under Paragraph (2), should the directors fail to convene a general stakeholders meeting without delay, the stakeholders making such demand may convene such meeting with the permission of the court.
  12. Convening of general stakeholders meetings
    1. In order to convene a general stakeholders meeting, notice shall be issued to each stakeholder no later than one week prior to the date of such meeting. Such period may be shortened if so provided under the Articles of Incorporation.
    2. Should it be agreed to by all stakeholders, a general stakeholders meeting may be convened without concluding the convening procedures.
  13. Authority of general stakeholders meeting
    1. The general stakeholders meeting may pass resolutions only in accordance with provisions of this law or the Articles of Incorporation.
    2. During the general stakeholders meeting, the directors and auditors shall provide clarification on issues so requested by stakeholders. Should the requested issue not be related to a matter set forth in the agenda, the directors and/or managers shall not be obligated to provide such an explanation if its provision would cause serious degradation to the common interests of the stakeholders, would necessitate investigation, or for other relevant legitimate reasons.
    3. In case of Paragraph (2), should stakeholders give notice in writing of the matters to be discussed at the general stakeholders meeting within a time reasonably in advance of said meeting, the directors and auditors may not refuse to provide a clarification on such issue by citing the grounds that an investigation would be required for such clarification.
  14. Matters that may be resolved by a general stakeholders meeting
    The general stakeholders meeting may only pass resolutions with respect to issues for which prior notice has been given in accordance with Article 94 (Convening of general stakeholders meetings). This shall not apply in cases where such matters are otherwise addressed within the Articles of Incorporation.
  15. Amendment of Articles of Incorporation
    1. The Articles of Incorporation of a Limited Liability Incorporated Association may only be amended by the affirmative vote of stakeholders holding no less than three fourths of the total voting rights. Should provisions of the Articles of Incorporation provide otherwise, such provision shall be adhered to.
    2. Amendment of the Articles of Incorporation shall only be valid if officially notarized.
  16. Preparation and approval of accounting documents
    1. For each accounting year, the directors shall prepare the documents set forth below, together with detailed supplementary statements denoting any relevant important facts thereof:
      1. Balance sheet;
      2. Profit and loss statement;
      3. Business report; and
      4. Proposal relating to disposition of profits or handling of losses.
    2. The directors shall submit each of the documents set forth in Paragraph (1) to the ordinary general stakeholders meeting, shall provide a report concerning the document set forth in item (c), and shall obtain approval for the documents described in items (a), (b) and (d).
  17. Auditing of accounting documents
    1. The directors shall submit the documents set forth in Paragraph 1 of Article 98 (Preparation and approval of accounting documents) so that they may be audit by the auditors.
    2. The audit described in Paragraph (1) shall be carried out prior to the ordinary general stakeholders meeting.
    3. The directors shall submit the documents described in Paragraph (1) of Article 98 (Preparation and approval of accounting documents) to the auditors no later than five weeks prior to the commencement of audit by the auditors, and the supplementary statements for said documents no later than three weeks prior to commencement.
    4. The auditors shall submit their audit report to the directors no later than four weeks of their receipt of the documents set forth in Paragraph (3) excluding the supplementary statements thereto.
  18. Disclosure of accounting documents
    1. A Limited Liability Incorporated Association shall maintain the documents set forth in Paragraph 1 of Article 98 (Preparation and approval of accounting documents) together with the audit report for a period of five years, calculated from the time of the submission of the audit report to the directors at the principal office, and copies thereof for a period of three years at all subordinate offices.
    2. The stakeholders and the creditors of the juristic person shall be entitled to examine the documents described in Paragraph (1) or to receive a certified copy or extract thereof during normal business hours of the juristic person. Any expense fees stipulated by the juristic person in the case of certified copies or extracts shall be paid.
Sub-section II: Unlimited Liability Incorporated Associations
  1. Incorporation and Articles of Incorporation
    1. In order to establish an Unlimited Liability Incorporated Association, the persons seeking to become stakeholders shall jointly prepare and sign the Articles of Incorporation.
    2. The Articles of Incorporation shall include the following details:
      1. The Purpose;
      2. The name;
      3. The names and addresses of the stakeholders; and
      4. The location of the principal office and other subordinate offices.
    3. The Articles of Incorporation shall not take effect unless officially notarized.
    4. The Articles of Incorporation shall be maintained at the principal office and each subordinate office.
  2. Particulars to be registered and period of registration
    1. In addition to the details set forth in Article 50 (Items to be registered), for an Unlimited Liability Incorporated Association the details set forth below shall be registered with the registry at the location of the principal office:
      1. If there are non-representative stakeholders of the juristic person, the names of such stakeholders who do represent the juristic person; and
      2. If there are provisions for more than one director to jointly represent the juristic person, such provisions.
    2. The details set forth in Paragraph (1) shall be registered with the registry at each subordinate office no later than two weeks following registration under Paragraph (1).
  3. Liability of stakeholders
    1. Should an Unlimited Liability Incorporated Association be unable to cover its liabilities in full with existing assets, the stakeholders shall be jointly and severally liable to cover such liabilities.
    2. Paragraph (1) shall apply equally should compulsory execution against the assets of an Unlimited Liability Incorporated Association be ineffective.
    3. Paragraphs (1) and (2) shall not apply should a stakeholder prove that the Unlimited Liability Incorporated Association possesses the capacity to cover said liabilities and moreover that compulsory execution is self-evident.
    4. Stakeholders of an Unlimited Liability Incorporated Association may invoke the defenses available to the juristic person against its creditors.
    5. Should the Unlimited Liability Incorporated Association bear the rights of set-off, termination, or rescission in relation to its creditors, the stakeholders shall be entitled to deny performance vis-à-vis such creditors.
    6. Stakeholders joining an Unlimited Liability Incorporated Association subsequent to its incorporation shall be liable for all liabilities of the juristic person that arose prior to their joining.
    7. Stakeholders who resign shall be liable for liabilities of said juristic person that arise prior to the registration of their resignation with the registry at the location of the principal office of the juristic person.
    8. Should the creditors of the juristic person have not made a demand or given notice of demand against said juristic person within 2 years of the registration, the liabilities of the stakeholder set forth under Paragraph (7) shall be extinguished once two years have passed from said registration.
    9. The stakeholders shall bear the expenses of the juristic person in accordance with the provisions of the Articles of Incorporation.
  4. Disqualification of stakeholders
    1. Except as otherwise provided in the Articles of Incorporation, a stakeholder may resign at any time.
    2. Notwithstanding Paragraph (1), stakeholders may resign at any time on account of unavoidable circumstances.
    3. Aside from Paragraphs (1) and (2), stakeholders shall be disqualified based on the following grounds:
      1. The occurrence of any grounds for such provided in the Articles of Incorporation;
      2. The agreement of all the stakeholders;
      3. Expulsion;
      4. Death;
      5. Bankruptcy; or
      6. Being subject to a judgment ordering the commencement of guardianship.
  5. Expulsion
    A stakeholder may be expelled unanimously by other stakeholders only should legitimate reasons exist. Expulsion shall only come into effect upon notice thereof being given to the expelled stakeholder.
  6. Execution of business
    1. The stakeholders shall execute the business of the Unlimited Liability Incorporated Association.
    2. Unless otherwise provided in the Articles of Incorporation, the business of an Unlimited Liability Incorporated Association shall be carried out in accordance with the decisions of the majority of stakeholders.
    3. Should the Articles of Incorporation stipulate for the stakeholders to carry out the business of the Unlimited Liability Incorporated Association, such stakeholders shall execute said business.
    4. Should more than one stakeholder be stipulated in accordance with Paragraph (3), the business of the Unlimited Liability Incorporated Association shall be carried out in accordance with the decision of the majority of such stakeholders unless otherwise provided in the Articles of Incorporation.
    5. Notwithstanding Paragraphs (2) and (4), any stakeholder may carry out the routine business of an Unlimited Liability Incorporated Association. Should there be stipulations as set forth in Paragraph (3), only the stakeholders so stipulated may carry out such routine business. That said, this shall not be limited to circumstances where another stakeholder states an objection thereto prior to the termination of such routine business.
  7. Representation of juristic person
    1. The stakeholders shall represent the Unlimited Liability Incorporated Association. Should provisions coming under Paragraph (3) of Article 106 (Execution of business) exist, only stakeholders stipulated therein shall represent the juristic person.
    2. Should more than one stakeholder represent the juristic person under Paragraph (1), each of those stakeholders shall represent the juristic person. Provision may be made in the Articles of Incorporation or by agreement of all the stakeholders for the representation of the juristic person by specified stakeholders.
    3. Stakeholders representing the juristic person shall be subject to the same provisions applicable to directors.
  8. Reports and investigations
    1. Stakeholders may demand that other stakeholders report on the progress of business operations or may themselves examine the business conditions and assets of the Unlimited Liability Incorporated Association. Should a stipulation have been made coming under Paragraph (3) of Article 106 (Execution of business), such a demand for reports or examination may only be made vis-à-vis the stakeholders so stipulated.
    2. Should any shareholder engage in activities outside the scope of the Objectives of the juristic person or otherwise in violation of law or the Articles of Incorporation, or should there be a risk of any of the foregoing occurring, and there is also a risk that serious damage will be incurred by the juristic person as a result of such conduct, the remaining shareholders may demand that said shareholders cease such conduct.
    3. Should auditors have been appointed, the functions prescribed in Paragraphs (1) and (2) shall be carried out by such auditors.
  9. Amendment of Articles of Incorporation
    1. Amendment of the Articles of Incorporation shall require a consensus of all shareholders.
    2. Notwithstanding Paragraph (1), should there be a provision in the Articles of Incorporation that the Articles of Incorporation may be changed by agreement of not less than a certain percentage of the persons comprising the shareholders, such provision shall be followed.
    3. An amendment of the Articles of Incorporation shall only be valid if officially notarized.

Section III: Incorporated Foundations

  1. Incorporation and Articles of Incorporation
    1. An Incorporated Foundation may be incorporated, limited to Objectives in the public interest, by preparing Articles of Incorporation and obtaining the permission of the supervising ministries.
    2. The Articles of Incorporation stipulated in Paragraph (1) shall include the following information:
      1. The Objectives;
      2. The name;
      3. The location of the principal office;
      4. Declaration of the total amount of the capital contribution and funding. Should there be a contribution of assets other than money, the assets so contributed and their value shall be included, and should a promise have been made for the assignment of assets following incorporation, the value thereof, and the name or designation of the assignor shall be included with the amount of incorporation expenses to be borne by the juristic person also being included;
      5. The accounting year;
      6. Directors, auditors and other officers;
      7. Details relating to accounting;
      8. Details relating to dissolution;
      9. Details relating to amendment of Articles of Incorporation; and
      10. Method for the providing of public notice.
    3. The Articles of Incorporation shall not come into effect unless officially notarized.
    4. The Articles of Incorporation shall be kept at the principal office and each subordinate office.
  2. Minimum amount of asset base
    An Incorporated Foundation shall maintain capital contribution amount of no less than two hundred million (200,000,000) riel.
  3. Supplementation of Articles of Incorporation
    Should the proposed founder of an Incorporated Foundation pass away prior to stipulating the name, office, or method for appointing and/or revoking directors, the court may determine such matters upon petition by an interested person or public prosecutor.
  4. Mutatis mutandis application of provisions governing gifts and testamentary gifts
    1. Should a contribution of assets for the purpose of incorporating an Incorporated Foundation be made through a disposition inter vivos, the provisions of Book Five, Chapter Three (Gifts) shall apply mutatis mutandis to such matters.
    2. Should a contribution of assets be made via bequeathment for the purpose of establishing an Incorporated Foundation, the provisions of Book Eight, Chapter Three, Section VI (Testamentary Gifts) shall apply mutatis mutandis to such matters.
  5. Time of vesting of contributed assets
    1. Should a contribution of assets for the purpose of establishing an Incorporated Foundation be made through a disposition inter vivos, the contributed assets shall be vested in the juristic person upon its registration as prescribed in Article 49 (Registration of incorporation and time of formation).
    2. Should a contribution of assets be made via bequeathment for the purpose of establishing an Incorporated Foundation, the contributed assets shall be deemed to have been vested in the juristic person upon the bequeathment coming into effect.
  6. Particulars to be registered and time of registration
    1. In addition to the information prescribed under Article 50 (Items to be registered), the following information shall be registered in respect to an Incorporated Foundation:
      1. The total amount of the capital contribution;
      2. The method for providing public notice; and
      3. The date on which permission was obtained from the supervising authority.
    2. Registration of the incorporation of a foundation shall be effective upon the registry at the location of the principal office within two weeks of the granting of permission by the supervising authority.
    3. Registration shall be effected for each subordinate office within two weeks following the registration under Paragraph (2).
  7. Preparation and approval of accounting documents
    1. Each financial year, the directors shall prepare the documents set forth below, together with schedules providing important supplemental facts for the contents thereof:
      1. Balance sheet;
      2. Profit and loss statement;
      3. Business report; and
      4. Proposal relating to disposition of profits or treatment of losses.
    2. The directors shall submit the documents described in Paragraph (1) to the supervising authority and obtain its approval therefore.
  8. Auditing of accounting documents
    1. The directors shall submit the documents set forth in Paragraph (1) of Article (Preparation and approval of accounting documents) for auditing by the auditors.
    2. The audit set forth in Paragraph (1) shall be carried out prior to the submission of the said documents to the supervising authority.
    3. The directors shall submit the documents set forth in Paragraph (1) of Article 116 (Preparation and approval of accounting documents) to the auditors no later than five weeks prior to the commencement of the audit by the auditors, and no later than three weeks prior to said commencement for the schedules to said documents.
    4. The auditors shall submit their audit report to the directors within four weeks of the date of their receipt of the documents described in Paragraph (3) excluding the schedules thereto.
  9. Disclosure of accounting documents
    1. An Incorporated Foundation shall maintain the documents set forth in Paragraph 1 of Article 116 (Preparation and approval of accounting documents) together with the audit report for a period of five years, calculated beginning from the submission of the audit report to the directors at their principal office copies thereof for a period of three years at any subordinate office.
    2. The creditors of the Incorporated Foundation shall be entitled to examine the documents set forth in Paragraph (1) or receive a certified copy or extract thereof during the normal business hours of the juristic person, subject to the paying of the charges stipulated by the juristic person in the case of certified copies or extracts.