Register a Company in India from Cambodia

Author: Manu Rao | Updated: March 2026

At a Glance

Why Cambodian Investors Are Setting Up Companies in India

India-Cambodia bilateral trade reached approximately USD 400 million in 2024. Cambodia imported USD 190.72 million from India, while exporting USD 154.32 million to India during the same period. India exports pharmaceuticals, machinery, iron and steel, cotton yarn, and vehicles to Cambodia. Cambodia sends garments, footwear, rubber, and agricultural products to India.

The relationship operates under the ASEAN-India Trade in Goods Agreement, signed on 13 August 2009 and effective from 1 January 2010. Cambodia, as an ASEAN member, benefits from this framework which progressively reduces tariffs on 76.4% of goods and liberalizes over 90% of tariff lines. India and ASEAN also concluded FTAs in services and investments in December 2012 at the 10th ASEAN-India Summit.

Cultural ties run deep. India and Cambodia share centuries-old civilizational connections rooted in Hinduism and Buddhism. The Angkor Wat temple complex — the world's largest religious monument — was built by the Khmer Empire drawing on Indian architectural and religious traditions. India has been actively involved in restoring Ta Prohm temple at Angkor and has signed an MoU for conservation of Ramayana-based murals at Wat Raja Bo Pagoda in Siem Reap.

India extended Lines of Credit (LOC) totaling USD 65.20 million to Cambodia for water development and transmission line projects following PM Hun Sen's visit to India in December 2007. The Stung Sva Hab Water Resources Development Project is currently underway under India's LOC program. India offers 10 scholarships annually under the ITEC program to Cambodia and has proposed an India-Cambodia Center for Excellence in Information Technology.

Recent bilateral milestones include an MoU on health and medicine cooperation, the inaugural India-Cambodia Bilateral Army Exercise (CINBAX-I) in December 2024, and the 3rd India-Cambodia Foreign Office Consultations held in Siem Reap in March 2025. An MoU between IIT Jodhpur and Institute of Technology Cambodia was signed for collaboration in education and digital conservation of cultural heritage.

Cambodia's economy grew at approximately 6% in 2024, with FDI inflows reaching USD 8.1 billion. Key sectors attracting investment include garment and textile manufacturing, tourism and hospitality, construction and real estate, agriculture and agro-processing, and digital technology.

ASEAN-India Framework: How Cambodia Benefits

The ASEAN-India Comprehensive Economic Cooperation Agreement is the primary trade framework governing Cambodia-India economic relations. Understanding this agreement is essential for Cambodian investors eyeing India.

The Trade in Goods Agreement eliminated or reduced tariffs on over 4,000 tariff lines. For Cambodia, as a newer ASEAN member, the implementation timeline is more gradual — Cambodia received extended phase-down periods compared to the original ASEAN-6 members (Brunei, Indonesia, Malaysia, Philippines, Singapore, Thailand).

The ASEAN-India Trade in Services Agreement and the ASEAN-India Investment Agreement, both concluded in 2012, provide additional frameworks for market access in services sectors and investment protection. These agreements give Cambodian investors a framework for entering the Indian market, though the investment protection provisions are more limited than a bilateral investment treaty.

India approved a Bilateral Investment Treaty (BIT) with Cambodia based on the 2015 Model BIT framework. This treaty is at an advanced negotiation stage. Once signed and ratified, it will provide Cambodian investors with specific investment protections including fair and equitable treatment, protection against expropriation, and access to investor-state dispute settlement.

India and Cambodia do not have a comprehensive DTAA. This means Indian domestic withholding tax rates apply to all cross-border payments — 20% on dividends, interest, royalties, and fees for technical services. Cambodia itself has zero Double Taxation Agreements in force, making bilateral tax planning more challenging. Investors should structure their tax positions carefully, factoring in the full withholding burden from the outset.

Choose Your Entity Type

Four main structures are available to Cambodian investors entering India.

Private Limited Company — the most popular choice for ASEAN investors. Requires at least two directors (one must be an Indian resident who stayed 182+ days in India during the financial year, per Section 149(3) of the Companies Act, 2013). Allows 100% FDI through automatic route in most sectors. Full limited liability. Mandatory statutory audit every year regardless of turnover.

Limited Liability Partnership (LLP) — lighter compliance burden, no mandatory audit below INR 40 lakh contribution or INR 25 lakh turnover, and no board meeting requirements. The designated partner must be an Indian resident who stayed 182 days during the financial year. FDI in LLPs is allowed only under the automatic route in sectors where 100% FDI is permitted.

Branch Office — approved by RBI under FEMA regulations. Can carry out business activities the parent company performs, but profits are taxable in India at 35% plus surcharge and cess. Suitable for companies wanting to test the Indian market without full incorporation.

Liaison Office — the most restricted option. Cannot earn income in India. Functions limited to market research, communication, and promotional activities. RBI approval needed. Permission granted for 3 years, renewable.

FDI Route and Sector Rules

Cambodia is not a bordering country of India, so Press Note 3 (2020) does not apply. Cambodian investors can use the automatic route for most sectors without prior government approval.

Sectors allowing 100% FDI via automatic route include IT and software, manufacturing, e-commerce (marketplace model), food processing, renewable energy, healthcare and pharmaceuticals, textiles, and single-brand retail (up to 100%).

Government approval is required for sectors like defence (beyond 74%), print media, multi-brand retail, broadcasting, and mining.

Prohibited sectors remain off-limits regardless of investor origin: atomic energy, lottery, gambling, chit funds, Nidhi companies, tobacco manufacturing, and real estate (with exceptions for townships and construction-development).

Given Cambodia's strengths in garments, textiles, and agro-processing, Indian sectors like textile manufacturing (100% automatic), food processing (100% automatic), and pharmaceutical distribution are particularly relevant for Cambodian investors seeking to establish supply chain operations or joint ventures.

One important consideration: if a Cambodian entity has beneficial ownership from a country that does share a land border with India (particularly China, which is a significant investor in Cambodia), Press Note 3 may still apply. The regulation covers beneficial ownership, not just the immediate investor's country of incorporation.

Step-by-Step Registration Process

Here is the actual process for Cambodian investors, step by step, with realistic timelines.

Document Checklist for Cambodian Investors

For the foreign director or shareholder based in Cambodia, you will need:

• Passport (color scan, all pages with validity)
• Address proof — utility bill or bank statement not older than 2 months
• Passport-size photograph (white background)
• Board resolution from Cambodia parent company authorizing India investment (if applicable)
• Certificate of Incorporation of Cambodia parent company (attested by Indian Embassy)
• Memorandum and Articles of the Cambodia company (attested by Indian Embassy)
• Bank statement showing source of funds
• All documents in Khmer must be translated into English by a certified translator

The attestation process requires three steps: (1) notarization by a Cambodian notary, (2) authentication by the Cambodian Ministry of Foreign Affairs, and (3) attestation by the Embassy of India in Phnom Penh (No. 50, Street No. 214, Khan Daun Penh). Budget 2-4 weeks for the full process, plus additional time for certified English translation of Khmer-language documents.

Common mistakes: assuming apostille works for Cambodia (it does not), submitting documents without Indian Embassy attestation (MCA will reject), and providing documents only in Khmer without certified English translation.

Tax Rates Without DTAA

India and Cambodia have no comprehensive DTAA. Indian domestic withholding rates apply in full:

Cambodia itself has zero DTAs in force with any country. This means there is no treaty network to leverage for tax planning. The only relief available is unilateral credit under Section 91 of the Indian Income Tax Act, 1961, and any corresponding provisions in Cambodian domestic tax law.

India does have a Limited Agreement with the Maldives on international air transport, but no such limited agreement exists with Cambodia. The BIT under negotiation does not cover tax matters.

Realistic Timeline

Total: 8-12 weeks from start to finish. Here is the honest breakdown.

• DSC + DIN: 1-3 days
• Name reservation: 1-4 days
• Document preparation + embassy attestation in Cambodia + certified English translation: 3-5 weeks (the embassy attestation process is the biggest bottleneck — no apostille shortcut available)
• SPICe+ filing to Certificate of Incorporation: 5-15 working days
• Bank account opening: 2-4 weeks (enhanced KYC for foreign-owned entities)
• GST registration (if needed): 1-3 weeks

The timeline is longer than for investors from Hague Convention countries because Cambodia's embassy attestation process involves three steps instead of one. We coordinate with the Indian Embassy in Phnom Penh to minimize delays.

Post-Registration Compliance

Once your Indian company is incorporated, the compliance calendar starts immediately.

• FC-GPR filing with RBI — within 30 days of share allotment to the foreign investor. Mandatory under FEMA. Miss it and you face compounding penalties.
• Board meetings — 4 per year for a Private Limited company. First meeting within 30 days of incorporation.
• Annual General Meeting — by September 30 each year.
• AOC-4 filing — financial statements filed with MCA within 30 days of the AGM.
• MGT-7 annual return — filed within 60 days of the AGM.
• Statutory audit — mandatory every year, regardless of turnover.
• Income tax return — due by October 31 for companies requiring transfer pricing audit.
• GST returns — monthly or quarterly if registered.
• Transfer pricing documentation — required if there are related-party transactions between the Cambodian parent and Indian subsidiary.

Bank Account Opening

Plan for 2-4 weeks after receiving the Certificate of Incorporation.

Foreign-owned companies face enhanced KYC requirements. You will need FATCA/CRS declarations, verification through an Authorized Dealer (AD) bank, and the AD bank will scrutinize the source of initial capital.

Banks with experience handling ASEAN investor accounts include HDFC Bank, ICICI Bank, and Yes Bank. Some Cambodian investors also find success with Indian branches of international banks that operate in both markets.

Cambodia uses both the Cambodian Riel (KHR) and the US Dollar (USD). Your AD bank will accept inward remittance in either currency and convert to INR at prevailing rates. Ensure the remittance purpose code matches the FC-GPR filing.

Profit Repatriation

Without a DTAA, repatriation costs are higher. Plan accordingly.

Dividends — the most common method. Withholding at 20% plus surcharge and cess. Process: declare dividend, deduct TDS, issue Form 16A, obtain CA certificate (Form 15CB), file Form 15CA with the income tax portal, instruct the AD bank to remit.

Royalties and management fees — 20% withholding plus surcharge and cess. Requires a proper intercompany agreement and arm's-length pricing documentation.

Share buyback — taxed as additional income in the hands of the company at 20% plus surcharge. Can serve as an exit mechanism.

Since no DTAA exists between India and Cambodia, the effective tax on repatriated profits is significantly higher than for investors from ASEAN countries with DTAAs like Singapore (10% on dividends) or Thailand (15-25% on dividends). Factor this into your financial projections from the outset.

Exit Strategy

If your India venture does not work out, here are your options.

Strike-off under Section 248 of the Companies Act, 2013 — for dormant companies with no assets or liabilities. File STK-2 with MCA. Takes 3-6 months. Requires nil tax liabilities and closed bank accounts.

Voluntary liquidation under the Insolvency and Bankruptcy Code, 2016 — for active companies. Requires a special resolution, appointment of a liquidator, and completion within 12 months (extendable). More involved but cleaner for companies with actual operations.

How Beacon Filing Helps

We handle the complete India entry process for investors based in Cambodia. From initial structuring through post-incorporation compliance:

• Foreign Direct Investment advisory — route selection, sector analysis, RBI compliance, and FC-GPR filing
• Resident Director services — appointment of a qualified Indian resident director who meets the 182-day requirement
• Company setup and incorporation — SPICe+ filing, DSC, DIN, name reservation, and Certificate of Incorporation
• Tax structuring advisory — non-DTAA planning, transfer pricing documentation, and annual compliance
• Accounting and statutory audit — bookkeeping, financial statements, ROC filings, and GST returns

Related Country Guides

Setting up from a different country? These guides cover similar territory:

• Register a Company in India from Thailand
• Register a Company in India from Vietnam
• Register a Company in India from Singapore
• Register a Company in India from Malaysia
• Register a Company in India from Indonesia
• Register a Company in India from Philippines

Get in Touch

Setting up an Indian company from Cambodia? Talk to us. No commitment, no generic sales pitch. We will walk you through the structure, timeline, and costs specific to your situation.

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