ក្រមរដ្ឋប្បវេណី (គន្ថីទី២)

This Code hereby sets forth the general principles governing civil law relationships. Except as otherwise provided through special laws, the provisions of this Code shall govern matters relating to property and familial relationships.

This Code embodies the tenets of individual dignity, principles of sexual equality and the guarantee of property rights set forth within the Constitution of the Kingdom of Cambodia.

Under this Code, legal relations among private persons, including legal persons, shall be equal and equivalent, respecting the free intentions of such individuals. Public legal entities shall be deemed private persons in connection with legal relations that arise from their transactions.

The abuse of rights shall not be permitted. If a right is used beyond the scope of the protection originally anticipated, the exercise of such right shall not be valid.

Rights shall be exercised and duties performed in good faith.

All natural persons are entitled to have rights and assume obligations in their name.

Foreign nationals are not entitled to acquire or maintain certain rights if so provided by law or treaty.

Natural persons shall acquire legal capacity by birth, and shall lose it by death.

(1) A fetus in existence at the time that a tortious act is conducted shall be entitled to seek damages for the harm arising from such act after it is born. (2) A fetus in existence at the time of death of a decedent who dies intestate shall be entitled to inherit from the decedent after it is born. (3) A fetus in existence at the time of death of a testator is entitled to receive the effect of the testament.

Personal rights include the rights to life, personal safety, health, freedom, identity, dignity, privacy, and other personal benefits or interests.

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.

A person who has suffered an unlawful infringement of a personal right may, where the infringing state is continuing due to the continued presence of the effect of the infringing act, demand the elimination of the effect of the infringing act unless such elimination is not practically feasible.

The provisions of Articles 11(Right to injunction) and 12(Right to demand elimination of effect of infringing act) shall not prevent a person who has suffered an infringement of a personal right from seeking damages for any harm suffered from such infringement in accordance with the provisions regarding tortious acts.

An act performed by a person who was unable to recognize and understand the legal consequences of his actions is voidable.

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.

Incompetent persons are minors, adults in guardianship and a person under curatorship.

Minors are persons under the age of eighteen.

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.

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.

(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.

(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.

An emancipated minor shall have the same capacity to act as an adult.

(1) Notwithstanding the provisions of Articles 1053(Property management and representation) and 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.

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.

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.

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.

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.

(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.

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.

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: (a) receiving or using principal; (b) incurring or guaranteeing a debt; (c) acting with the intent of obtaining or losing rights pertaining to an immovable or other valuable asset; (d) conducting an act of litigation; (e) donating [money or property], or entering into a settlement or arbitration agreement; (f) accepting or waiving succession, or dividing a legacy; (g) refusing a donation or bequest, or accepting a donation or bequest subject to a burden; (h) building, remodeling, expanding or conducting major repairs to a building or structure; (i) executing a lease agreement that exceeds three years for land, two years for a building, or six months for a movable; or (j) 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.

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.

(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.

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.

A person's base and center of living shall be the person's permanent residence.

If the permanent residence is unknown, the place of abode shall be deemed to be the permanent residence.

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.

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.

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.

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.

(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 theadministrator and the absentee and other circumstances, may allow reasonable remuneration to the administrator out of the absentee’s property,

(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.

The proceedings for notification by publication shall be carried out in order to declare the 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.

(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.

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.

(1) In this law, an organization granted the status of being the subject of rights and obligations independent of those of the members that compose the organization shall be referred to as an “incorporated associations”, and contributed assets granted the status of being the subject of rights and obligations independent [of the contributors of such assets] shall be referred to as an “incorporated foundation”. (2) In this law juristic persons that do not have profit among their objects are referred to as “non-profit juristic persons” and juristic persons that do have profit among their objects as “for-profit juristic persons”. (3) In this law incorporated associations of which the members are liable for the debts of the juristic person up to the amount of property contributed are referred to as “limited liability incorporated associations” and those of which the members are liable for the debts of the juristic person with all their property are referred to as “unlimited liability incorporated associations”. (4) No juristic person may become a member with unlimited liability of another incorporated association. (5) A non-profit juristic person may be incorporated under this law or another law or regulation. (6) A for-profit juristic person may be incorporated under [another] law to be stipulated separately.

(1) No entity other than an incorporated association or incorporated foundation may use the words “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 limited liability incorporated associations or unlimited liability incorporated associations as the case may be.

(1) In this law, juristic persons incorporated under foreign law are referred to as “foreign juristic persons”. (2) Foreign juristic persons are not recognized as juristic persons except in the cases of states, administrative divisions of states and foreign trading companies; provided that juristic persons may be recognized as such by Cambodian laws or treaties. (3) Foreign juristic persons recognized under paragraph (2) shall enjoy the same private law rights as juristic persons incorporated under the same type of Cambodian law; provided that this shall not apply to rights that may not be enjoyed by foreigners or in cases where there is specific [contrary] provision in a law or treaty. Sub-section III. Registration of Incorporation

(1) A juristic person shall come into existence upon registration at the registry having jurisdiction over its principal office.

(1) The following particulars of a juristic person shall be registered: (a) the objects; (b) the name; (c) the principal office and secondary office(s); (d) if grounds for dissolution have been provided in the articles of incorporation, such grounds; (e) the names and addresses of the directors and supervisor(s); provided that in the case of an unlimited liability incorporated association, the names and addresses of the members shall be stated; (f) if there are any directors who do not represent the juristic person, the name(s) of the director(s) who do represent the juristic person; and (g) if there is a provision for more than one director jointly to represent the juristic person, such provision. (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 Juristic Person

The domicile of a juristic person shall be the place in which its principal office is located.

(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 (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.

(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) The provisions of Articles 50(Particulars to be registered), 52(Registration of relocation of office) and 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) 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.

(1) A juristic person shall have director(s) who shall be the (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.

(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.

(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.

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.

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.

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).

(1) A juristic person shall have one or more supervisors; provided that an unlimited liability incorporated association shall not be required to have a supervisor. (2) The supervisors shall be appointed in accordance with the provisions of the articles of incorporation or by resolution of the general meeting of members or of the meeting of directors. (3) No director or employee of a juristic person may become a supervisor. (4) An audit juristic person may become a supervisor.

(1) The supervisors shall examine the work of the juristic person. (2) The supervisors may demand progress reports from the directors and employees of the juristic person concerning the juristic person’s business, and may examine the status of the juristic person’s business and assets. (3) The supervisors shall examine proposals and documents that the directors intend to submit to the general meeting of members and meeting of directors. In such cases, if the supervisors find any matter to be in breach of any law or regulation, the articles of incorporation, or to be seriously improper, they shall report to the general meeting of members or the meeting of directors. (4) The supervisors may state their opinions concerning the appointment, dismissal and remuneration of supervisors at general meetings of members or meetings of directors. (5) If they find that directors have engaged in conduct outside the scope of the objects of the juristic person or otherwise in breach of law or regulation or the articles of incorporation, or that there is a concern of any of the foregoing, the supervisors shall report this to the general meeting of members or the meeting of directors. In such a case, if this is necessary in order to make such a report, the supervisors may convene a meeting of the general meeting of members or meeting of directors. Furthermore, the supervisors of an incorporated foundation shall make the aforementioned report to the supervising authority not later than the time of making it to the meeting of directors. (6) If directors engage in any conduct prescribed in Paragraph (5) or there is a concern that this will happen, and there is a concern that serious damage will ensue to the juristic person as a result of such conduct, the members may demand that such directors cease such conduct. (7) If suit is filed by the juristic person against the director(s) or by the director(s) against the juristic person, the supervisors shall represent the juristic person in relation to such suit. Sub-section VII. Dissolution and Liquidation

(1) A juristic person shall be dissolved for the following grounds: (a) the occurrence of a ground of dissolution prescribed in the articles of incorporation; (b) the conclusion of the undertaking that is the object of the juristic person, or the impossibility thereof; (c) bankruptcy; or (d) a judgment ordering dissolution. (2) Apart from the grounds prescribed in Paragraph (1), an incorporated association shall be dissolved for the following grounds: (a) a resolution of the general meeting of members of a limited liability incorporated association or agreement by all the members of an unlimited liability incorporated association; or (b) the number of members being reduced to one. (3) The resolution for dissolution by a limited liability incorporated association under Paragraph (2) Item (a) shall require affirmation by a majority of all the members holding not less than three fourths of the voting rights held by all the members.

(1) In the case of a limited liability incorporated association, members holding not less than 10% of the total voting rights, in the case of an unlimited liability incorporated association, the members, and in the case of an incorporated foundation, the directors or the supervising authority, respectively, may file suit seeking dissolution of the juristic person. (2) In cases under Paragraph (1), the court may order the juristic person to be dissolved if and only if one of the following circumstances applies and the reasons are compelling: (a) The juristic person is faced with extreme hardship in accomplishing the object of its undertaking and has suffered or is likely to suffer irrecoverable damage; or (b) The management or disposition of the juristic person’s property is extremely improper, to the extent of imperiling the continued existence of the juristic person. (3) Notwithstanding Paragraphs (2) and (3), in cases where the court determines, upon application by the Minister of Justice or by any member, creditor or other interested person, that in order to preserve the public interest, the continued existence of the juristic person can not be permitted for any of the grounds listed below, the court may make an order that the juristic person be dissolved: (a) The juristic person was incorporated for an illegal object; (b) Without legitimate reason, the juristic person has not commenced business within one year after incorporation, or has ceased to do business for one year or more; or (c) Despite a person executing the juristic person’s business having received a written warning from the Minister of Justice, there has been continuation or repetition of conduct that deviates from or abuses the powers of the juristic person as prescribed by law or regulation or the articles of incorporation or that infringes any penal law or regulation. (4) Where an application has been made under Paragraph (3), even prior to making an order of dissolution, upon application by the Minister of Justice or by any member, creditor or other interested person, or ex officio, the court may appoint managers or take such other measures as it deems necessary to conserve the property of the juristic person.

Where a juristic person is liquidated, except in cases under Article 64(Grounds for dissolution) Paragraph (1) Item (c), it shall be liquidated in accordance with this Subsection 7. In such cases, for the purposes of liquidation, the juristic person shall be deemed to continue to exist until the liquidation is concluded.

(1) The reversion of any surplus assets after 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 reversion is not determined in accordance with Paragraph (1), it shall be determined by resolution of the general meeting of members in the case of a limited liability incorporated association and by decision of all the members in the case of an unlimited liability incorporated association. (3) Surplus assets of which the reversion is not determined by Paragraphs (1) or (2) shall revert to the National Treasury.

(1) If a juristic person is dissolved under Article 64(Grounds for dissolution), Paragraph (1) Items (a) or (b) or Paragraph (2) Item (a), the persons listed below shall be the liquidators in the order indicated: (a) the persons prescribed in the articles of incorporation; (b) the persons appointed by the general meeting of members in the case of a limited liability incorporated association and by the opinion of a majority of the members in the case of an unlimited liability incorporated association; (c) in the case of a limited liability incorporated association or an incorporated foundation, the directors, and in the case of an unlimited liability incorporated association, the members. (2) If in cases described in Paragraph (1) there is no-one to be a liquidator, the court may appoint liquidators upon application by an interested person. (3) If a juristic person is dissolved under Article 64(Grounds for dissolution) Paragraph (1) Item (d) or Paragraph (2) Item (b), upon application by any interested person or by the Minister of Justice, or ex officio, the court may appoint liquidators.

(1) The court may dismiss a liquidator for grave reason upon application of an interested person. (2) In the case of incorporated associations, except for liquidators appointed by the court, liquidators of a limited liability incorporated association may be dismissed by a resolution of the general meeting of members and those of an unlimited liability incorporated association by the opinion of a majority of the members.

Except in cases of dissolution under Article 64(Grounds for dissolution) Paragraph (1) Item (c), the liquidators shall register their names and addresses and the cause and date of dissolution at the registry having jurisdiction over the principal office not later than two weeks following dissolution and at other offices not later than three weeks following dissolution.

(1) the duties of the liquidators shall be as follows: (a) to conclude the current business of the juristic person; (b) to collect the claims of the juristic person and pay its debts; and (c) to deliver surplus assets. (2) If there is more than one liquidator, the business of the juristic person shall be determined by the opinions of a majority of liquidators. (3) Article 58(Directors’ right to represent the juristic person) shall apply mutatis mutandis to liquidators; provided that where the court appoints multiple liquidators, it may appoint a sole or joint representative liquidators from among them.

(1) Without delay after assuming office, the liquidators shall examine the status of the juristic person’s assets, prepare an inventory and balance sheet and submit the same 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 meeting of members prior to being submitted to the court. (3) In the case of an unlimited liability incorporated association, the documents described in Paragraph (1) shall be approved by all the members prior to being submitted to the court. (4) In the case of an incorporated foundation, the documents described in Paragraph (1) shall be approved by the supervising authority prior to being submitted to the court.

(1) Not later than two months following the day on which they assume office, the liquidators shall give notice in the official gazette on not less than three occasions, calling upon creditors to present their claims within a specified period which shall not be less than two months. (2) The notices described in Paragraph (1) shall included a statement that if creditors do not present their claims within the stipulated period, they shall be excluded from the liquidation. (3) Liquidators shall give separate notice to creditors known to them to present their claims. (4) Liquidators may not exclude creditors known to them from the liquidation.

(1) The liquidators must not make payment to creditors within the period for presentation of claims prescribed in Article 73(Notices to creditors); provided that the liquidators shall not hereby incur any liability for lateness in performance. (2) Notwithstanding Paragraph (1), with the permission of the court, the liquidators may settle petty claims, secured claims and other claims that are unlikely to harm the other creditors even if they are settled.

Creditors who have been excluded from a liquidation may demand payment only of surplus assets that has not yet been distributed.

(1) Juristic persons may pay even claims that have not yet become payable. (2) In cases under Paragraph (1), claims that are subject to a condition, that have an uncertain remaining period or otherwise are of uncertain value shall be paid by the liquidators in accordance with the value determined by a valuer appointed by the court.

The liquidators may not dispose of surplus assets in accordance with Article 67(Reversion of surplus assets) until the juristic person’s debts have been discharged; provided that the liquidators may dispose of surplus assets after retaining an amount deemed to be sufficient to discharge any claim in dispute.

(1) If during a liquidation it becomes apparent that the assets of the juristic person are insufficient to pay all its debts, the liquidators shall immediately apply for a declaration of bankruptcy and give notice thereof in the official gazette. (2) The duties of the liquidators shall terminate when they hand over the work to the administrator in bankruptcy. (3) If in a case falling under this Article the liquidators have already made payment to a debtor or delivered assets to a person entitle to reversion, the administrator in bankruptcy may recover same.

(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.

When the procedures prescribed by Article 79(Termination of liquidation) have been concluded, the liquidators shall register the conclusion of the liquidation not later than two weeks thereafter at the registry having jurisdiction over the principal office, and not later than three weeks thereafter at the registry of each other office.

The juristic person’s books of account and other important documents relating to its business and liquidation shall be preserved for ten years following the registration of the conclusion of the liquidation at the registry having jurisdiction over the principal office. The custodian shall be appointed by the court, upon application by the liquidators or other interested person. Section II. Incorporated Associations Sub-section I. Limited Liability Incorporated Associations

(1) In order to incorporate a limited liability incorporated association, the persons wishing to become members shall jointly prepare and sign articles of incorporation. (2) The articles of incorporation stipulated in Paragraph (1) shall include the following particulars: (a) the objects; (b) the name; (c) the location of the principal office; (d) stipulation of the total amount of the base assets to be secured by the entity in its capacity as a juristic person and its funding. If there is contribution of assets other than money, the assets so contributed and their value shall be included. If a promise has been made for assignment of assets after incorporation, the value thereof and the name or designation of the assignor shall be included. The amount of incorporation expenses to be borne by the juristic person shall also be included; (e) the accounting year; (f) particulars relating to directors, supervisors and other officers; (g) stipulation relating to acquisition and loss of qualification as a member; (h) particulars relating to accounting; (i) particulars relating to dissolution; (j) particulars relating to amendment of articles of incorporation; and (k) method of giving public notices. (3) The articles of incorporation shall not take effect unless certified by a notary. (4) The articles of incorporation shall be kept at the principal office and each subordinate office.

A limited liability juristic person shall have an asset base of not less than 20 000 000 (Twenty Millions) riels.

(1) If a limited liability incorporated association in the process of incorporation does not stipulate directors or supervisors in its articles of incorporation, a general meeting of members prior to incorporation may appoint directors or supervisors. (2) Members may convene a general meeting of members described in Paragraph (1).

(1) In order to have an adequate asset base, the directors shall solicit contributors to the asset base, allocate and seek contributions. (2) If the articles of incorporation include an entry 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 particular items of entry without delay. (3) The inspector appointed under Paragraph (2) shall report the results of the inspection to the court. (4) If on the basis of the inspection the court finds the entry in the articles of association improper, it shall make a ruling ordering amendment thereof. In such a case, the ruling shall be notified to the members, the directors and, in case of amendment relating to contributed assets other than money, to the contributor thereof. (5) A contributor of assets other than money who has received a notice under Paragraph (4) may cancel his acts to contribute such assets not later than one week following the ruling’s becoming final and conclusive. In such a case the procedures for incorporation of the limited liability incorporated association may be continued after amendment of the articles of incorporation.

(1) The directors and supervisors shall inspect the confirmation of the contributors of the total amount of the asset base, and the completion of the contribution of the contribution in kind. (2) The directors or supervisors shall report to the members if they find any breach of law or regulation or of the articles of incorporation, or any impropriety, as a result of their inspection under Paragraph (1).

(1) In the case of a limited liability incorporated association, in addition to the particulars stipulated in Article 50(Particulars to be registered), the particulars set forth below shall be registered: (a) the total amount of the asset base; (b) a provision dealing with the rights of the contributors of the asset base; (c) the procedures for return of the asset base; and (d) the method of giving public notices. (2) Registration of incorporation of a limited liability incorporated association shall be effected not later than two weeks following the completion of the procedures prescribed in Articles 85(Inspection of asset base, etc.) and 86(Inspection of incorporation procedures) at the registry having jurisdiction over the principal office. (3) Registration at the registry having jurisdiction over each subordinate office shall be effected not later than two weeks following the completion of registration under Paragraph (2).

(1) If no contributor has been confirmed for any portion of the asset base at the time of formation of a limited liability incorporated association, the directors and members at that time shall be deemed jointly to have become the contributors of such portion. The same shall apply if after the formation of such juristic person, the acts of any contributor of asset base is cancelled. (2) If asset base is not paid, or contribution in kind is not delivered, at the time of formation of a limited liability incorporated association, the directors and members of such juristic person at that time shall be liable, jointly and severally, to pay such amount that was not paid, or the value of such contribution in kind that was not delivered, as the case may be. (3) If the value of assets prescribed in the second sentence of Article 82(Incorporation and articles of incorporation), Paragraph (2), Item (d) is extremely short of the value noted in the articles of incorporation at the time of formation of a limited liability incorporated association, the directors and members of such juristic person at that time shall be liable vis-à-vis the juristic person, jointly and severally, to pay the amount of said shortfall; provided that where there has been inspection by an inspector under Article 85(Inspection of asset base, etc.), they shall be exempted from such liability unless they are a contributor in kind or an assignor of the assets in question.

(1) The members shall be obliged to pay the expenses of the juristic person. (2) The members may exercise the right to vote at general meetings of members; provided that they may not exercise this right in respect of votes concerning the relations between themselves and the juristic person. (3) Each member shall have one vote; provided that the articles of incorporation may stipulate otherwise, taking account of the amount contributed. (4) Members who do not attend a general meeting of members shall vote in writing or by proxy; provided that if the articles of incorporation stipulate otherwise, such other stipulation shall be followed.

(1) Members may resign at any time; provided that except in unavoidable circumstances, members wishing to resign shall give prior notice in accordance with the provision requiring prior notice in the articles of incorporation, if any. (2) The notice period described in Paragraph (1) may not exceed one year. (3) Apart from Paragraph (1), members shall be disqualified for the following grounds: (a) the occurrence of any ground provided in the articles of incorporation; (b) the agreement of all the members; (c) death of the member or dissolution; or (d) expulsion.

(1) A member may be expelled by resolution of the general meeting of members, but only for legitimate reason. In such a case, the juristic person shall give the member in question not less than one week’s prior notice of the general meeting, and shall afford the member the opportunity to defend himself at the meeting. (2) A resolution under Paragraph (1) shall require the affirmative vote of not less than one half of all the members moreover holding not less than three quarters of all the voting rights. (3) Expulsion shall only come into effect when notice thereof is given to the expelled member.

The directors shall hold an ordinary general meeting of members not less than once a year.

(1) The directors may convene an extraordinary general meeting of members whenever they deem it necessary to do so. (2) The directors shall convene an extraordinary general meeting of members if members holding not less than ten percent of the total voting rights demand the holding of a general meeting, stating the agenda thereof; provided that if the articles of incorporation provide otherwise concerning the aforementioned percentage, such provision shall be followed. (3) If, notwithstanding the making of a demand under Paragraph (2), the directors fail to convene a general meeting without delay, the members who have made such demand may, with the permission of the court, convene such meeting.

(1) In order to convene a general meeting of members, notice shall be issued to each member not later than one week prior to the date of such meeting; provided that this period may be shortened by provision of the articles of incorporation. (2) If there is agreement of all the members, a general meeting of members may be opened without going through the convening procedure.

(1) The general meeting of members may pass resolutions only in accordance with provisions of this law or the articles of incorporation. (2) At general meetings of members, the directors and supervisors shall provide an explanation of matters in respect of which this is requested by members; provided that if such matter is not related to a matter on the agenda, the directors and/or supervisors need not give such explanation if giving it would cause serious damage to the common interests of members, such explanation would necessitate investigation, or for other legitimate reasons. (3) In cases under Paragraph (2), if members give notice in writing of the matters to be explained at the general meeting at a time reasonably in advance of the meeting, the directors and supervisors may not refuse to give the explanation by citing the ground that investigation would be required for such explanation.

Except where otherwise provided in the articles of incorporation, the general meeting may only pass resolutions in respect of matter of which prior notice has been given in accordance with Article 94(Convening of general meetings).

(1) The articles of incorporation of a limited liability incorporated association may only be amended by the affirmative vote of members holding not less than three fourths of the total voting rights; provided that if the articles of incorporation provide otherwise, such other provision shall be followed. (2) Amendments of the articles of incorporation shall only be valid if certified by a notary.

(1) Each financial year, the directors shall prepare the documents described below, together with schedules noting important facts supplementing the contents thereof: (a) balance sheet; (b) profit and loss statement; (c) business report; and (d) proposal relating to disposition of surplus or treatment of loss. (2) The directors shall submit each of the documents described in Paragraph (1) to the ordinary general meeting of members, shall give a report concerning the document described in item (c), and shall obtain approval of the documents described in items (a), (b) and (d).

(1) The directors shall submit the documents described in Paragraph 1 of Article 98(Preparation and approval of accounting documents) for audit by the supervisors. (2) The audit described in Paragraph (1) shall be carried out prior to the ordinary general meeting of members. (3) The directors shall submit the documents described in Paragraph (1) of Article 98(Preparation and approval of accounting documents) to the supervisors at latest five weeks prior to the commencement of audit by the supervisors, and the schedules to said documents at latest three weeks prior to said commencement. (4) The supervisors shall submit their audit report to the directors not later than four weeks following the date of their receipt of the documents described in Paragraph (3) (excluding the schedules thereto).

(1) A limited liability incorporated association shall maintain the documents described 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 submission of the audit report to the directors at the principal office and a copy thereof for a period of three years at other office(s). (2) The members and the creditors of the juristic person shall be entitled to peruse the documents described in Paragraph (1) or to receive an certified copy or extract thereof during the business hours of the juristic person, subject to paying the charges stipulated by the juristic person in the case of certified copies or extracts. Sub-section II. Unlimited liability Incorporated Associations

(1) In order to incorporate an unlimited liability incorporated association, the persons wishing to become members shall jointly prepare and sign articles of incorporation. (2) The articles of incorporation shall include the following particulars: (a) the objects; (b) the name; (c) the names and addresses of the members; and (d) the location of the principal office and other subordinate offices. (3) The articles of incorporation shall not take effect unless certified by a notary. (4) The articles of incorporation shall be maintained at the principal office and each other subordinate office.

(1) In addition to the particulars prescribed in Article 50(Particulars to be registered), in the case of an unlimited liability incorporated association the particulars described below shall be registered at the registry having jurisdiction over the principal office: (a) if there are members who do not represent the juristic person, the names of the members who do represent the juristic person; and (b) if there is a provision for more than one director jointly to represent the juristic person, such provision. (2) The particulars prescribed in Paragraph (1) shall be registered at the registry having jurisdiction over each other subordinate office

(1) If an unlimited liability incorporated association is unable to pay its debts in full with its assets, the members shall be jointly and severally liable to pay such debts. (2) Paragraph (1) shall apply equally if compulsory execution against the assets of an unlimited liability incorporated association is not effective. (3) Paragraphs (1) and (2) shall not be applied if a member proves that the unlimited liability incorporated association does have capacity to pay and that furthermore compulsory execution is easy. (4) Members of an unlimited liability incorporated association may invoke defenses available to the juristic person against its creditors. (5) If an unlimited liability incorporated association has rights of set-off, cancellation or rescission against its creditors, the members shall be entitled to decline performance vis-à-vis such creditors. (6) Members who join an unlimited liability incorporated association after its formation shall be liable for debts of the juristic person that arose prior to their joining. (7) Members who resign shall be liable for debts of such juristic person arising prior to the registration of their resignation at the registry having jurisdiction over the principal office of the juristic person. (8) Liability under Paragraph (7) shall be extinguished after two years have passed from the said registration vis-à-vis creditors of the juristic person who have not made a demand or given notice of demand. (9) The members shall bear the expenses of the juristic person in accordance with the provisions of the articles of incorporation.

(1) Except where otherwise provided in the articles of incorporation, members may resign at any time. (2) Notwithstanding Paragraph (1), members may resign at any time on account of unavoidable circumstances. (3) Apart from Paragraphs (1) and (2), members shall be disqualified for the following grounds: (a) the occurrence of any ground provided in the articles of incorporation; (b) the agreement of all the members; (c) expulsion; (d) death; (e) bankruptcy; or (f) being subject to a judgment ordering commencement of guardianship.

A member may be expelled by the other members unanimously, but only for legitimate reason. Expulsion shall only come into effect when notice thereof is given to the expelled member.

(1) The members shall execute the business of an 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 a majority of the members. (3) If the articles of incorporation stipulate members who are to carry out the business of an unlimited liability incorporated association, such members shall execute the said business. (4) If more than one member is stipulated under Paragraph (3), then unless otherwise provided in the articles of incorporation, the business of the unlimited liability incorporated association shall be carried out in accordance with the decisions of a majority of such members. (5) Notwithstanding Paragraphs (2) and (4), any member can carry out routine business of an unlimited liability incorporated association. If there is a stipulation as described in Paragraph (3), only the members so stipulated may carry out routine business, except where another member states an objection prior to the completion of such routine business.

(1) The members shall represent an unlimited liability incorporated association; provided that if a stipulation is made under Paragraph (3) of Article 106(Execution of business), only the members so stipulated shall represent the juristic person. (2) If more than one member represents the juristic person under Paragraph (1), each of such members shall represent the juristic person; provided that provision may be made in the articles of incorporation or by agreement of all the members for certain members in particular to represent the juristic person. (3) Members who represent the juristic person shall be subject to the provisions governing directors.

(1) Members may demand that other members report on the progress of execution of the business, or may themselves examine the condition of the business and assets of an unlimited liability incorporated association; provided that if a stipulation has been made under Paragraph (3) of Article 106(Execution of business), such a demand for report or examination may only be made vis-à-vis the members so stipulated. (2) If any members engage in conduct outside the scope of the objects of the juristic person or otherwise in breach of law or regulation or the articles of incorporation, or there is a concern of any of the foregoing occurring, and there is also a concern that serious damage will ensue to the juristic person as a result of such conduct, the other members may demand that such members cease such conduct. (3) If supervisors have been appointed, the functions prescribed in Paragraphs (1) and (2) shall be carried out by such supervisors.

(1) Amendment of the articles of incorporation shall require the agreement of all the members. (2) Notwithstanding Paragraph (1), if there is 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 members, such provision shall be followed. (3) Amendments of the articles of incorporation shall only be valid if certified by a notary. Section III. Incorporated Foundations

(1) An incorporated foundation may be established, limited to objects for the public benefit, by preparing articles of incorporation and obtaining the permission of the supervising authority. (2) The articles of incorporation stipulated in Paragraph (1) shall include the following particulars: (a) the objects; (b) the name; (c) the location of the principal office; (d) stipulation of the total amount of the asset base and funding. If there is contribution of assets other than money, the assets so contributed and their value shall be included. If a promise has been made for assignment of assets after incorporation, the value thereof and the name or designation of the assignor shall be included. The amount of incorporation expenses to be borne by the juristic person shall be also included; (e) the financial year; (f) directors, supervisors and other officers; (g) particulars relating to accounting; (h) particulars relating to dissolution; (i) particulars relating to amendment of articles of incorporation; and (j) method of giving public notices. (3) The articles of incorporation shall not take effect unless certified by a notary. (4) The articles of incorporation shall be kept at the principal office and each subordinate office.

An incorporated foundation shall maintain an asset base of not less than 200 000 000 (Two Hundred Millions) riels.

If the [would-be] founder of an incorporated foundation dies without stipulating the name, office or method of appointing and revoking directors, the court may determine such matters upon application by an interested person or a public prosecutor.

(1) If a contribution of assets for the purpose of establishment of an incorporated foundation is made through a disposition inter vivos, the provisions of Book Five, Chapter Three (Gift) shall apply mutatis mutandis. (2) If a contribution of assets is made by will for the purpose of establishment of an incorporated foundation, the provisions of Book Eight, Chapter Three, Section VI (Testamentary Gifts) shall apply mutatis mutandis.

(1) If a contribution of assets for the purpose of establishment of an incorporated foundation is made through a disposition inter vivos, the contributed assets shall vest in the juristic person at the time of registration prescribed in Article 49(Registration of incorporation and time of formation). (2) If a contribution of assets is made by will for the purpose of establishment of an incorporated foundation, the assets contributed shall be deemed to have vested in the juristic person at the time that the will came into effect.

(1) In addition to the particulars prescribed by Article 50(Particulars to be registered), the following particulars shall be registered in respect of an incorporated foundation: (a) the total amount of the asset base; (b) the method of giving public notices; and (c) the date on which permission was obtained from the supervising authority. (2) Registration of incorporation of a foundation shall be effected at the registry having jurisdiction over the principal office not later than two weeks following the granting of permission by the supervising authority. (3) Registration shall be effected at each subordinate office not later than two weeks following registration under Paragraph (2).

(1) Each financial year, the directors shall prepare the documents described below, together with schedules noting important supplemental facts to the contents thereof: (a) balance sheet; (b) profit and loss statement; (c) business report; and (d) proposal relating to disposition of surplus or treatment of loss. (2) The directors shall submit the documents described in Paragraph (1) to the supervising authority and obtain its approval thereof.

(1) The directors shall submit the documents described in Paragraph (1) of Article 116(Preparation and approval of accounting documents, etc.) for audit by the supervisors. (2) The audit described 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 described in Paragraph (1) of Article 116(Preparation and approval of accounting documents, etc.) to the supervisors at latest five weeks prior to the commencement of audit by the supervisors, and the schedules to said documents at latest three weeks prior to said commencement. (4) The supervisors shall submit their audit report to the directors not later than four weeks following the date of their receipt of the documents described in Paragraph (3) excluding the schedules thereto.

(1) An incorporated foundation shall maintain the documents described in Paragraph 1 of Article 116(Preparation and approval of accounting documents, etc.) together with the audit report for a period of five years calculated from the submission of the audit report to the directors at their principal office and a copy thereof for a period of three years at other office(s). (2) The creditors of the incorporated foundation shall be entitled to peruse the documents described in Paragraph (1) or to receive a certified copy or extract thereof during the business hours of the juristic person, subject to paying the charges stipulated by the juristic person in the case of certified copies or extracts. - 40 –