On 6 March 2023, the Royal Government of Cambodia issued Sub-Decree No. 60 on Requirements and Procedures for Business Combinations (the “Sub-decree”). This Sub-decree is a part of regulations to develop competitor law and regulations since 2021 Law on Competition. Cambodia Competition Commission (“CCC”) is the competent authority on competition in Cambodia.

It aims to examine, monitor, and evaluate the effect on competition arising from business combinations which could have or may have the significant effect in the form of prevention, restriction, or distortion of the competition in Cambodian market.

Notifications

Any business combinations which meet the threshold determined by the Competition Commission of Cambodia shall be subjected to the pre- and post- completion of business combination notification obligations to the CCC.​ The notification must include key terms of the relevant agreements, incorporation documents and parties’ financial statements, and the types of goods or services supplied by the parties. All submitted documents must be in Khmer language, except for names, addresses, and certain other items.

Once receiving the complete pre-notification on business combinations, the CCC shall issue the notification on its primary review no later than 30 business days. This notification shall determine the approval of the business combination or the requirement for the secondary review. In the case that the CCC fails to issue the notification, it is considered as the CCC’s approval for the transaction.

In case of the secondary review, the CCC may demand the applicants to provide more documents and information. Upon the receipt of the full required documents and information, CCC should complete the review within 60 business days.

Exemptions

The following business combinations are subjected only to a simplified notification to the CCC:

• 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.

Advanced Ruling Certificate

The request for the Advanced Ruling Certificate may be included in the notification for the transaction under the Sub-decree. The CCC won't reject the proposal until it can demonstrate how the deal would limit, impede, or otherwise stifle competition in the Cambodian market. The parties to the transaction may move on with the completion of the business combinations after receiving this certificate. After issuing the certificate, the CCC will not contest the transaction using the same data and supporting documentation that the applicant presented within a year.