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

November 26, 2019

Franchising in Cambodia

Subscribe to Updates
Franchising Insider

This article was first published on Franchising Insider—a blog maintained by US Law Firm Quarles & Brady LLP—and was co-authored by Jay Cohen, partner and director of Tilleke & Gibbins’ Phnom Penh office; Mealtey Oeurn, an advisor in Tilleke & Gibbins’ Phnom Penh Office; and Robert A. Smith, a partner in the Washington, DC, office of Quarles & Brady LLP.

Introduction

Cambodia has a rapidly growing economy with a sustained impressive growth rate of 7.7% between 1995 and 2018 (World Bank, Cambodia Overview). During that time, Cambodia has transitioned from being classified by the World Bank as a low-income country to a lower middle-income country. In addition, a sizable middle class had developed, particularly in Phnom Penh. Along with economic growth, an expanding middle class, and a welcoming investment framework, Cambodia has witnessed the entrance of a number of international franchises, including Burger King, Carl’s Jr., Circle K, Cold Stone Creamery, Domino’s Pizza, Krispy Kreme, L’Occitane, Levi’s, Lotteria, Pandora, and Starbucks, among others.

Regulation

Cambodia has not enacted any comprehensive franchise laws; therefore, franchising is largely governed by laws of general application that implicate franchise issues. While the Ministry of Commerce is in the midst of developing a Law on Commercial Contracts, which purportedly contains a section on franchise agreements, there is no clear timeline for the enactment of this law. In the meantime, franchising is primarily governed by the following laws:

  • The Civil Code
  • The Law Concerning Marks, Trade Names and Acts of Unfair Competition (Trademark Law)
  • The Notification on the Recordal of License Contracts and Franchise Contracts, dated March 12, 2015 (Franchise Contract Notification)

For franchise agreements prepared in a foreign jurisdiction, franchisors should carefully localize the following provisions to ensure they are enforceable in Cambodia:

  • Dispute resolution clauses
  • Intellectual property provisions
  • Guarantee provisions
  • Non-complete obligations
  • Real estate provisions
  • Tax related clauses

In particular, under Article 19 of the Trademark Law, any license agreement for trademarks, including a franchise agreement that contains a trademark license, must impose on the licensor an obligation to effectively control the quality of the goods or services in connection with the mark, otherwise, the contract will not be valid.

In theory, the Trademark Law requires all trademark license agreements to be registered with the Department of Intellectual Property Rights (DIPR). However, in practice, it is only necessary to register a trademark license agreement, or a franchise agreement that contains a trademark license, if the licensor wants to allow the licensee the right to enforce the agreement against third parties (e.g., persons in Cambodia infringing the licensor’s trademarks).

Disclosure and Misrepresentation

While Cambodian law does not require pre-contract disclosure, all information provided in a franchise agreement must be accurate. Under the Civil Code, if a party enters into a contract on the basis of another party’s misrepresentation, that party is entitled to rescind the contract and seek damages from the party who made the misrepresentation. In addition, under the same legislation, a personal guarantee is invalid if the guarantor was not fully informed of all material information regarding the guaranteed obligation at the time that the guarantee was signed.

Intellectual Property

Franchisors typically grant franchisees the right to use trademarks, systems, logos, advertisements, and know-how in connection with the franchised business. Registration issues related to the grant of rights in trademarks, patents and industrial designs, and copyrights, registration issues are discussed below.

Trademarks

Trademark owners are encouraged to register their trademarks with the DIPR to receive protection under Cambodian law. To maintain registration and to avoid cancellation, the owner of the trademark must file an Affidavit of Use/Non-Use for the mark within one year following the fifth anniversary of the date of registration, or within one year following the fifth year from the renewal date (if the registration has already been renewed). A trademark is registered for a term of 10 years from the date of filing the application and can be renewed every 10 years. If the trademark registration is not renewed, trademark protection will lapse. In 2015, Cambodia became a member of the Madrid Protocol, thus trademark rights holders can initiate a trademark registration application at their national or regional intellectual property office, if that country is also a party to the system.

Patent and Industrial Designs

Patent and industrial design licenses must be registered with the Ministry of Industrial and Handicrafts. In addition, Cambodia has entered into international agreements with China, the European Union, and Singapore on validating patents first registered in those countries.

Copyrights

Foreign copyrights are generally not protected in Cambodia unless the work is (i) created by a person who is resident in Cambodia, (ii) created by a person who is a legal person with a registered office in Cambodia, or (iii) first published abroad and is registered in Cambodia within 30 days of the first communication to the public. Therefore, franchisors should understand that manuals and other similar materials may not be protected in Cambodia through copyrights, and other means of protection (i.e., by way of trade secrets) should be sought.

Competition Law

Cambodia does not currently have any specific competition legislation. Although the Ministry of Commerce is currently working on a draft Competition Law, there is no timeline for its enactment.  Even though there is no competition law in Cambodia, it is common for foreign companies to insert non-competition provisions in their franchise agreements to restrict franchisees from engaging in any activities that compete with the franchisor.

Choice of Law and Dispute Resolution

Choosing a foreign country’s law as the governing law for a franchise agreement does not contravene Cambodian law. In practice, however, local courts may be unwilling to apply foreign law to disputes before them. In addition, certain issues (i.e., advertisement approval requirements, real estate and zoning) can only be governed by Cambodian law.

Foreign franchisors should carefully consider the dispute resolution mechanism in their franchise agreements. Foreign court judgments are not enforceable in Cambodia, unless, among other requirements, there is a guarantee of reciprocity between Cambodia and the foreign country in which the court is based. To date, Cambodia has only entered into such an agreement with Vietnam, meaning that virtually all foreign court judgments will not be enforceable in Cambodia.

Cambodia is, however, a member of the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, and foreign arbitration awards are, therefore, enforceable in Cambodia. Cambodia also has its own domestic arbitration institution called the National Commercial Arbitration Center. Accordingly, arbitration is the preferred method of dispute resolution in Cambodia.

Related Professionals

Practices

Corporate/M&A

Intellectual Property

Location

RELATED INSIGHTS​ 

July 6, 2026
Indonesia’s regulation on reporting online intellectual property (IP) infringement provides comprehensive procedural guidance for IP rights holders and their licensees in reporting online infringement complaints. Issued in December 2025 by the Ministry of Law as Regulation No. 47 of 2025 regarding Handling of Intellectual Property Infringement Reports in Electronic Systems, this regulation covers all types of IP rights. It also specifies documentation when reporting infringement, and lays out the procedures for examination, verification, and enforcement actions. Submission of Complaints Complainants may submit reports through the online system of the Directorate General of Intellectual Property (DGIP) or in person at the DGIP office. Complaints may also be filed through an authorized proxy. Under the regulation, complainants are required to provide the following information and documents: Personal details of the complainant; Brief description of the protected work or subject matter (i.e., type of IP and name or address of the infringing website, portal, account, or application, or a link to the location of the infringing content); Complete description of the alleged infringement; Certificate of registration or recordal of the relevant IP; Recordal of IP license agreement, if any; and Other supporting evidence. Verification and Examination Process Upon receiving a complaint, the responsible formality officer may request clarification or additional supporting documents. In the latter case, the complainant must then submit the necessary administrative documents within 14 days of the notification date. Once the documentation is deemed complete and sufficient, the case will be formally registered. Subsequently, the DGIP will establish a verification team to handle online IP violations, which will include the Civil Servant Investigator (PPNS), the Ministry of Communication and Digital Affairs, experts with relevant expertise in IP, and representatives from related associations such as AVISI (Indonesian Video Streaming Association). After examining the report, the team will prepare the Minutes
Read More
June 30, 2026
Customs recordation is an enforcement mechanism in Myanmar that enables intellectual property (IP) rights holders to seek prevention of the cross-border movement of infringing goods. The enactment of Myanmar’s IP laws in 2019 has enabled customs recordation for registered marks and copyrights under the Trademark Law 2019 and the Copyright Law 2019. By contrast, the Patent Law 2019 and the Industrial Design Law 2019 do not provide a practical framework for customs recordation, and accordingly such rights are not subject to the customs recordation regime. Under the Trademark Law 2019, rights holders may apply for customs recordation and may also ask the Customs Department to suspend the release of goods suspected of bearing counterfeit marks. Likewise, the Copyright Law 2019 allows for customs intervention in relation to pirated works. These provisions reflect Myanmar’s gradual alignment with international standards on border measures, although the implementation framework remains at a relatively early stage of development. Customs Recordation Pursuant to the Trademark Law 2019 and the Copyright Law 2019, the relevant authorities have issued customs rules concerning the protection of registered marks and copyrights. In practice, the process generally begins with the submission of an application to the Customs Department together with supporting documentation. This typically includes proof of registration in Myanmar; details of the rights holder, applicant, and any authorized representative; and a comprehensive description of the genuine goods. Product identification materials—such as photographs, packaging samples, and distinguishing features—are particularly important in helping customs officers identify suspected infringing goods. A recordation remains valid for two years from the date of approval. It may be renewed for additional two-year terms, provided that the renewal application is filed within the thirty days prior to expiry for marks and up to thirty days in advance of the expiry date for copyrights, in accordance with
Read More
June 24, 2026
Patent enablement requirements are provided under Article 102 of Vietnam’s Law on Intellectual Property (IP Law). In particular, a patent specification must “fully and clearly disclose the nature of the invention to such an extent that, based on the specification, a person having ordinary skill in the relevant art can implement the invention.” In pharmaceutical and biotechnology patents, this requirement is more complicated and subject to more rigorous assessment. The Patent Examination Guidelines (Guidelines) of the Intellectual Property Office of Vietnam (IP Office) were amended in March 2026 to introduce Annexes III and IV for the pharmaceutical and biotechnology sectors, in which Annex III provides detailed guidelines on the assessment of specification requirements. These amendments were made under a project for strengthening capacity in industrial property examination between the Japan International Cooperation Agency (JICA) and the IP Office. Annex III provides detailed instructions on how examiners assess enablement in a pharmaceutical or biotechnology application, and offers examples of acceptable and unacceptable descriptions with regard to the enablement aspect. Enablement Requirements in Pharma and Biotech Patents Article 12.7 of Circular 10/2026/TT-BKHCN (Circular 10) adds to the requirements of Article 102 of the IP Law that the description must demonstrate the novelty, inventive step, and industrial applicability of the technical solution. For pharmaceutical composition subject matters, Article 12.9 of Circular 10 sets out that the description must present the results of clinical trials and/or the pharmacological effects of the claimed pharmaceutical composition, and must include at least the following information: Substance/mixture used. Testing method (system) employed. Information on the test results. Correlation between the pharmacological effects obtained from the tests and the application of the pharmaceutical product in the prevention, diagnosis, and treatment of diseases. The Guidelines note that pharmacological study results should be presented in a quantified manner, and pharmacological
Read More
June 23, 2026
Thailand’s Board of Investment (BOI) has significantly revised its post-approval compliance framework for projects that receive investment promotion incentives, replacing the previous semiannual reporting system for project progress with a new quarterly reporting regime. The initial report is due by July 30, 2026, covering the second-quarter reporting period of April to June 2026. The new requirements—implemented through BOI Announcement No. 8/2569 and Office of the BOI Notification No. Por. 8/2569, both of which became effective on March 30, 2026—apply both to newly promoted projects and to existing promoted projects that remain in the implementation stage. Background Under the previous reporting framework, BOI-promoted companies that had not yet commenced full operations were generally required to submit reports on project progress to the BOI twice a year (February and July) through the BOI’s e-Monitoring system. By adopting a quarterly reporting regime, the BOI seeks to strengthen monitoring and evaluation of investment progress and project implementation. Reporting Requirements Under the new regulations, BOI-promoted companies must submit project progress reports on a quarterly basis during the implementation phase of a promoted project. The reporting periods and submission deadlines are: Q1 (January–March): April 30 Q2 (April–June): July 30 Q3 (July–September): October 30 Q4 (October–December): January 30 of the following year The quarterly reporting obligation runs from the date the BOI promotion certificate is issued until the BOI grants approval for commencement of full operations. For newly promoted projects, no quarterly report is required for the quarter in which the BOI promotion certificate is issued—the first reporting obligation arises in the immediately following reporting period. All project progress reports must be submitted electronically through the BOI’s e-Monitoring system. The existing annual reporting requirement also remains in effect, requiring promoted companies to submit an annual operating results report through the e-Monitoring system by July 31 of
Read More