You are using an outdated browser and your browsing experience will not be optimal. Please update to the latest version of Microsoft Edge, Google Chrome or Mozilla Firefox. Install Microsoft Edge

March 17, 2023

Cambodia Issues Regulation for Merger Filing and Other Competition Measures

Subscribe to Updates

On March 6, 2023, Cambodia issued requirements and procedures for merger and acquisition (M&A) filings to allow the country’s competition regulator to monitor the impact of M&A transactions on the Cambodian market. These rules are contained in Sub-decree No. 60 on the Requirements and Procedures for Business Combinations.

This subdecree is the latest in a series of detailed regulations issued to develop Cambodia’s competition and antitrust law framework since the 2021 enactment of the Law on Competition, which formally established the Cambodia Competition Commission (CCC), set out the CCC’s complaint and investigation procedures, listed prohibited anticompetitive practices, and outlined applicable penalties.

Sub-decree No. 60 applies to any business combination that may materially affect competition in Cambodia, regardless of where in the world it takes place.

Premerger and Postmerger Notifications

The parties to a business combination must notify the CCC of the proposed combination if the transaction meets certain thresholds, which will be determined by the CCC at a future date. The notification must include, among other things, key terms of the relevant agreements, incorporation documents and financial statements of the parties, and an indication of the types of goods or services provided by the parties. All documentation submitted must be in Khmer, except for names, addresses, and certain other items.

The CCC will determine within seven working days whether it requires additional information or documentation. Once it has all necessary documentation, the CCC will issue a decision on the proposed business combination within 30 days—the combination may be approved outright or declared subject to a secondary review. Sub-decree No. 60 states that a proposed business combination will not be subject to secondary review if the market share of each party does not exceed 30 percent in each relevant market, among other criteria. However, the CCC reserves to right to require a secondary review if it is concerned that the combination could materially affect competition.

For its secondary review, the CCC may request additional information or documentation from the parties. After receiving the additional information, the CCC has 60 working days (which may be extended by 60 working days) to issue a decision, which may approve the combination, approve the combination subject to restrictions, or reject the combination.

If the CCC fails to issue a decision within the prescribed deadlines, the proposed business combination is deemed approved.

After substantive completion of a business combination is approved by the CCC, at least one of the parties must inform the CCC of the status of the transaction within 30 working days.

Simplified Notification and Exemptions

Certain business combinations are subject only to a simplified notification to the CCC. Such combinations include:

  • transactions in which all parties are part of the same corporate group;
  • transactions that have been approved by the Royal Government of Cambodia; and
  • other transactions as prescribed by the CCC.

The simplified notification must include the application form and general information of the parties to the proposed transaction.

After receipt of the simplified notification, the CCC will determine within seven working days whether the notification is valid and complete, if additional information is required, or if the proposed combination does not fulfil the criteria for simplified notification. If additional information is required, the parties will likewise have seven working days to provide it.

In addition, certain business combinations that would normally be prohibited may be granted an exemption by the CCC if:

  • there are sufficient technological, economic, or social benefits resulting from the combination;
  • such benefits would not exist without the proposed combination;
  • the benefits significantly outweigh the anti-competitive effects; and
  • the combination does not eliminate competition in relevant goods or services.

Parties seeking an exemption must submit documents and other information (not detailed in the subdecree) as evidence that the proposed combination complies with the criteria laid out above.

Advance Ruling Certificate

When it has no grounds to restrict or prohibit a proposed business combination, the CCC may—either proactively or at the request of the parties—issue an advance ruling certificate. Business combinations subject to an advance ruling certificate are deemed approved and may be substantively completed.

Further details on the requirements and procedures for an advance ruling certificate will be outlined in a future regulation.

Conclusion

Over the last two years, the competition law framework in Cambodia has grown steadily more robust. The mandate and powers of the CCC are well established under existing regulations. For instance, a Ministry of Commerce subdecree issued in February 2022 set out the composition of the CCC, and its functions, duties, and financial resources. On January 25, 2023, the Ministries of Commerce and Justice issued an interministerial prakas further refining the penalty provisions of the Competition Law and the role of the Consumer Protection, Competition and Fraud Repression Directorate-General in imposing fines. Then, on February 22, 2023, the Ministry of Commerce issued a prakas further detailing the CCC’s mechanisms for issuing decisions to combat anticompetitive practices.

While Sub-decree No. 60 clarifies the procedure for merger filings, certain gaps remain—most notably, the thresholds that trigger the requirement for merger filing. In addition, provisions regarding fines and penalties are still unclear.

Given the speed in which the Cambodian competition regulations have been enacted, we expect to see more clear definitions of thresholds, fines, and other clarifications in the next 12 to 18 months.

For more details on competition regulations or the legal framework for corporate transactions in Cambodia, please contact Tilleke & Gibbins at [email protected].

Related Professionals

Practices

Antitrust and Competition

Corporate/M&A

Location

RELATED INSIGHTS​ 

August 24, 2026
Myanmar’s Directorate of Investment and Company Administration (DICA) has published the guidelines it uses to assess and approve company names for registration in the country. The guidelines, which were published on May 18, 2026, explain how DICA determines whether a proposed name is identical or too similar to an existing name, and they identify words and expressions that may be prohibited or restricted. Businesses planning to incorporate in Myanmar should expect DICA to scrutinize proposed names more closely than it has in the past. Prohibitions on Company Names The Myanmar Companies Law prohibits company names that are identical or similar to existing company names, and DICA’s internal assessment guidelines explain how this rule applies in practice. Under the guidelines, DICA may reject a proposed company name if the proposed name: Is identical or nearly identical to an existing company name; Differs from an existing company name only in punctuation, capitalization, spelling, or transliteration; Only adds words such as “Group,” “Holding,” “International,” “Myanmar,” or “Family” to an existing company name; Merely rearranges the words in an existing company name; Is pronounced similarly to an existing name; Uses the same brand name as an existing company, even if the company carries out different business activities; or Uses an existing brand name together with an abbreviation of that brand name or a shortened form of the name or business description. DICA may also consider whether a proposed name could give the impression that two companies are related, even if they operate in different business sectors. In addition, DICA may review a company name even after registration. If it later determines that the name does not comply with the Myanmar Companies Law or is otherwise unsuitable, DICA may direct the company to change its name under section 26 of the Myanmar Companies Law.
Read More
August 20, 2026
Vietnam’s Law on Bankruptcy and Rehabilitation No. 142/2025/QH15, passed by the National Assembly on December 11, 2025, does something many regional counterparts do not yet attempt: it instructs parties and arbitral tribunals on exactly what happens to an arbitration once a debtor becomes insolvent. Together with the Law on Commercial Arbitration No. 54/2010/QH12, the new law improves upon what used to be an uncertain area of practice, now providing an explicit, mandatory sequence of procedures. Suspension and Termination of Arbitration Proceedings Under article 40(2) of the law, once a Vietnamese court accepts a bankruptcy petition, any arbitration that concerns the debtor’s financial obligations must be temporarily suspended as soon as the tribunal receives the court’s notification. If the court subsequently issues a decision commencing bankruptcy proceedings, article 59(2) takes a further step: the suspended arbitration is terminated outright, and the underlying case file is transferred to the court handling the insolvency for resolution. The two provisions work as a sequence: first suspension, then termination and transfer, rather than as independent triggers. Meanwhile, article 60(4) reinforces this effect by vesting the bankruptcy court with exclusive jurisdiction over all claims against the debtor from the date the petition is accepted. Notably, this mechanism operates automatically, without the need for the insolvency court to issue a separate anti-arbitration order. The tribunal simply suspends or terminates the proceeding by operation of law once notified; however, Vietnamese law currently provides no procedure by which a party can apply to the insolvency court for permission to continue the arbitration despite the statutory effect. Practitioners with a Vietnamese counterparty in arbitration should treat notification of a bankruptcy filing as something to flag to the tribunal immediately since continuing to arbitrate a claim that has become subject to article 40(2) or 59(2) risks producing an award vulnerable
Read More
August 20, 2026
Thai law contains no provision that speaks directly to what happens to an arbitration when one of the parties becomes insolvent. The interaction between arbitration and insolvency is derived instead from the general operation of two separately drafted laws: the Bankruptcy Act B.E. 2483 (1940) and the Arbitration Act B.E. 2545 (2002). Because Thai courts have had few opportunities to interpret how these two statutes apply together, the practical answer to many questions, such as who represents an insolvent party in arbitration, whether an award will be enforced, and what happens to a foreign proceeding, depends on inference from general principles of insolvency, arbitration, and procedural law rather than on settled rules. Liquidation and Restructuring The Bankruptcy Act governs both liquidation, which winds up a debtor’s affairs, and restructuring (rehabilitation), which aims to preserve a business. The consequences for arbitration differ accordingly. In liquidation, the debtor’s assets vest in the official receiver, who alone can conduct or continue any arbitration affecting the estate; the debtor loses the authority to act on its own behalf. In restructuring, the plan preparer or administrator takes over that role, but there is more room for the debtor to remain involved, since the objective of rehabilitation is to keep the business operational. Restructuring carries an automatic stay that takes effect once the Bankruptcy Court accepts the restructuring petition. This stay can halt an arbitration regardless of where it is seated. In contrast, liquidation does not work through a stay; instead, the debtor’s loss of authority over its own assets and disputes is what constrains the arbitration. Neither proceeding provides a party a formal route to apply for permission to continue arbitrating—the Bankruptcy Act contains no such mechanism—though in restructuring cases the Bankruptcy Court may allow proceedings to continue where doing so will not prejudice
Read More
August 20, 2026
As part of its membership in Lex Mundi, Tilleke & Gibbins has released the latest edition of its Guide to Doing Business in Thailand, providing an overview of the legal, regulatory, and commercial considerations for companies establishing or expanding operations in Thailand. The 2026 edition offers practical insight into the country’s business environment, investment framework, and operational requirements. The guide covers a wide range of topics relevant to foreign and domestic investors, including: Investment incentives and promotion schemes Financial facilities and banking regulations Exchange controls and money transfers Import and export regulations Business structures and incorporation options Requirements for establishing a business Operational and compliance considerations Business cessation and insolvency procedures Employment and labor laws Taxation Immigration and visa requirements Prepared by Tilleke & Gibbins lawyers across multiple practice areas, the publication outlines key aspects of doing business in Thailand, including foreign investment restrictions, regulatory compliance obligations, corporate structures, employment requirements, and recent legal and economic developments affecting investors. The publication forms part of Lex Mundi’s Country Guides series, a global collection of jurisdiction-specific reference materials prepared by member firms around the world. Together, these guides help companies evaluate opportunities, compare regulatory environments, and plan international business activities across multiple markets. The full Guide to Doing Business in Thailand 2026 is available through the button below.
Read More