Establishing a Bitcoin Treasury Company in Cambodia: Legal, Regulatory, and Practical Considerations

Introduction

Holding Bitcoin as a corporate treasury asset (similar to how MicroStrategy in the U.S. holds Bitcoin reserves) is a novel idea in Cambodia’s context. Before proceeding, it’s crucial to understand Cambodia’s evolving stance on cryptocurrencies and the steps required to legally and securely set up a company for this purpose. This report outlines the legal/regulatory framework, licensing requirements, company formation procedures, tax implications, risk management practices, and any existing examples in Cambodia to guide the establishment of a Bitcoin treasury company.

1. Legal and Regulatory Framework in Cambodia

Cambodia’s regulatory approach to cryptocurrencies has been historically cautious and restrictive. In 2018, the National Bank of Cambodia (NBC), the Securities and Exchange Regulator of Cambodia (SERC), and the National Police issued a joint statement declaring that activities such as the “buying, selling, trading and settlement of cryptocurrencies” without a license are illegal . This effectively meant that unregulated crypto transactions were banned, and violators (individuals or entities) could be penalized under applicable laws.

Despite this blanket stance, Cambodia has simultaneously explored fintech innovations under tightly controlled conditions. NBC launched a state-backed digital payment system (Project Bakong) to promote the use of the local currency (KHR) via a blockchain-based platform . However, private cryptocurrencies (like Bitcoin) remained in a legal gray area with no clear definition under Cambodian law . Until recently, the government’s position was to prohibit cryptocurrency usage in the economy due to risks such as volatility, fraud, and money laundering .

Regulatory developments since 2024 indicate a gradual shift. In December 2024, NBC issued Prakas B7-024-735 on Transactions Related to Cryptoassets, allowing certain crypto activities for the first time. Under this directive, commercial banks and licensed payment institutions may, with prior NBC approval, provide services involving “Category 1” crypto assets (tokenized assets and fully-backed stablecoins) . Importantly, “unbacked” cryptocurrencies like Bitcoin remain prohibited for these institutions . In other words, banks in Cambodia can now handle tokenized securities or stablecoins under strict conditions, but Bitcoin is still off-limits in the formal financial sector. This reflects the regulators’ cautious approach: embracing regulated digital assets (especially those tied to real-world value) while continuing to ban high-risk crypto like Bitcoin in general circulation.

In tandem, SERC has been working on a legal framework for digital assets. In 2023, SERC signed an MoU with Binance to develop regulations for Cambodia’s digital asset industry, including exploring a FinTech regulatory sandbox . The sandbox approach allows limited crypto experimentation under regulatory supervision rather than an outright ban . As a result, by early 2024, Cambodia saw the introduction of its first licensed digital asset exchange under SERC oversight, as discussed later. These steps show that Cambodian authorities are slowly moving from a total prohibition to a more nuanced, regulated model . However, at present the legal framework is still restrictive for Bitcoin: it is not legal tender, and any crypto dealings must fit within the narrow channels sanctioned by NBC or SERC. In summary, the regulatory climate remains conservative, and a company aiming to hold Bitcoin in Cambodia must navigate an unclear legal environment that is only beginning to accommodate digital assets.

2. Licensing and Registration Requirements

Because of the above framework, operating a crypto-related company in Cambodia requires engaging with the appropriate regulators. The 2018 joint statement makes it clear that any crypto operations need a license from “competent authorities” , though at that time no such licenses existed for general crypto usage. Now, with NBC’s 2024 cryptoasset Prakas, there is a path (albeit limited) to licensing:

• National Bank of Cambodia (NBC) – NBC’s new regulation indicates that “legal entities may provide services relating to cryptoassets subject to receipt of a license from the NBC.” . In other words, a company (outside the banking sector) that wants to deal with crypto on behalf of customers – referred to as a Cryptoasset Service Provider (CASP) – will eventually need an NBC license. CASP activities are defined to include exchanging crypto for fiat or other crypto, transferring crypto, and providing custody for customers . Procedures and conditions for obtaining such a license are to be detailed in a forthcoming regulation . As of early 2025, NBC has not yet issued these detailed guidelines, meaning a firm cannot simply apply for a full CASP license until the rules are published.
• Securities and Exchange Regulator of Cambodia (SERC) – SERC’s domain covers capital markets and possibly security tokens or investment schemes. Since there is not yet a comprehensive digital asset law, SERC has utilized a FinTech Regulatory Sandbox program to allow limited crypto business activity. For example, Cambodia’s first crypto exchange launched under a sandbox license issued by SERC . This sandbox (developed in partnership with Binance) provides a rulebook and close monitoring by SERC for firms to pilot crypto services on a small scale . Currently, only two companies are authorized under SERC’s sandbox to operate digital asset businesses . These firms can trade crypto assets but with restrictions (especially on converting to/from the Cambodian riel or other fiat currency) . The sandbox is essentially a testing ground; participants must report regularly and comply with any limits the regulator sets (for instance, SERC approves which crypto assets may be listed) .

For a Bitcoin treasury company – whose primary activity is holding BTC as a reserve asset rather than providing services to customers – the licensing situation is somewhat ambiguous. Such a company is not an exchange or payment service, so it may not squarely fall under the CASP definition (since it wouldn’t be handling crypto on behalf of others). It would primarily be managing its own corporate assets. In that sense, one could argue no special crypto license is explicitly required to merely hold Bitcoin on the company’s balance sheet. The company could register through normal corporate channels (see Section 3) and then purchase/hold Bitcoin as an investment. However, caution is essential: given the still-prevailing prohibition on unlicensed crypto trading, even a self-custody purchase might be viewed as an “illegal” act if done outside a regulated channel . There is currently no precedent or clear guideline in Cambodia for a company that passively holds cryptocurrency.

In practice, to remain on the right side of the law, the company should consider the following:

• Use Regulated Channels for Acquisition: Ensure that any Bitcoin purchases or sales are done through approved avenues. With the Telecommunication Regulator of Cambodia (TRC) blocking access to major foreign crypto exchanges in late 2024 (due to their lack of SERC licenses) , the company might need to use local regulated platforms. For example, using a SERC-sanctioned exchange (if it supports Bitcoin trading) or conducting OTC trades with regulatory oversight can help demonstrate compliance.
• Engage with Regulators: It may be wise to proactively consult with NBC and SERC about the firm’s intent to hold Bitcoin. While they may not issue a formal license for mere treasury holding, seeking written guidance or informal approval could protect the company. NBC’s stance is that unbacked crypto like Bitcoin is not allowed in the financial system , so a direct inquiry could clarify if a special permission is needed to hold BTC as a corporate asset.
• Monitor Regulatory Changes: Both NBC and SERC are actively developing their crypto frameworks. The company should stay updated on new regulations (NBC’s upcoming CASP licensing rules, any SERC guidelines on digital asset investments, etc.) and be prepared to register or apply for a license if a relevant category emerges. For instance, if NBC decides that even holding crypto on a company balance sheet requires some notification or license, the company must comply promptly.

In summary, while there is no dedicated license for a Bitcoin-holding company at present, the activity exists in a legal gray zone. The safest approach is to operate transparently and within the bounds of what is currently authorized (using the nascent regulated crypto infrastructure, or even structuring the business under SERC’s sandbox if necessary). Until Cambodian law explicitly permits companies to hold unbacked crypto, the venture carries regulatory risk. Consulting legal counsel in Cambodia and potentially partnering with an entity already in the sandbox program can help navigate this issue.

3. Corporate Structure and Company Setup Procedures

Establishing a company in Cambodia involves choosing an appropriate legal entity and following the standard incorporation process. For a Bitcoin treasury-focused entity, the likely choice is a Private Limited Company (Co., Ltd.), which is the most common corporate structure for businesses in Cambodia. Key features and setup steps include:

• Shareholders and Capital: A private limited company can be wholly foreign-owned (100% foreign shareholding is allowed in most sectors, including technology/finance, since crypto is not a sector with explicit foreign ownership restrictions). You can register a company with anywhere from 1 (single-member company) up to 30 shareholders, which can be individuals or corporate entities . Cambodia’s Law on Commercial Enterprises requires a minimum registered capital of 4 million KHR (approximately USD $1,000) , which is a nominal requirement for registration purposes. In practice, you would want to capitalize the company with a sufficient amount to fund the Bitcoin purchases and operations, but legally about $1,000 is the minimum to incorporate.
• Directors and Officers: A private limited company needs at least one director (who can also be the shareholder). The director can be of any nationality; there is no local director requirement . However, the company must appoint a local registered agent and have a registered office address in Cambodia . The registered agent (who must be a resident individual in Cambodia) is the contact point for official notices and service of legal documents . In practice, law firms or corporate service providers often fulfill the role of registered agent for foreign-owned companies.
• Incorporation Process: The company is registered with the Ministry of Commerce (MoC) via its online Business Registration platform. The process involves submitting the Articles of Incorporation, details on shareholders/directors, the company’s intended activities (which would be described broadly, e.g. “investment holding” or “consultancy”, since listing “cryptocurrency” might raise flags under current conditions), and paying the registration fee. Once MoC approval is obtained and the company is formed, it must be registered with the General Department of Taxation (GDT) to obtain a tax identification number and VAT certificate. This tax registration is mandatory for all companies, even if the company’s activities are limited – it will need to file monthly and annual tax returns.
• Licenses for Specific Activities: Beyond general incorporation, if the company were to engage in any regulated activities, additional licenses would be needed. For example, if the company plans to provide advisory services on crypto investments or operate any kind of trading platform, it would need to seek the relevant license (likely from SERC or NBC, as discussed in Section 2). If it purely holds its own assets and does not offer services to customers, then apart from general business registration, there may be no immediate further license – but again, the caveat is the uncertain status of holding Bitcoin itself under Cambodian law.

When drafting the company’s constitutional documents, it might be prudent to include objectives that cover digital asset ownership (for instance, “investment in digital assets and cryptocurrencies”) to transparently reflect its purpose. Some firms keep objectives broad to avoid scrutiny, but being too vague could complicate matters if regulators review the business later. Striking a balance – being honest about the intent yet not triggering an automatic rejection – is important. Professional advisors in Cambodia can help craft the right language for the company’s objectives in the incorporation paperwork.

Finally, note that a Private Limited Company is likely the optimal structure for this venture’s needs (flexibility, limited liability, relatively simple governance). For completeness: a Public Limited Company (PLC) is another structure in Cambodian law, required if you plan to list on the stock exchange or have more than 30 shareholders. PLCs have higher reporting requirements and minimum capital ($Cambodia currently requires around 4 billion KHR for a listed company capital, which is about $1 million, plus SERC oversight). Unless there is an ambition to raise public funds or issue securities tied to crypto, a PLC is unnecessary for a treasury vehicle. A private company limited by shares should suffice for holding and managing Bitcoin assets internally.

4. Taxation Rules for Holding and Transacting Bitcoin

Cambodia’s tax law does not yet explicitly address cryptocurrency, but general principles can be inferred from existing regulations and unofficial guidance. The legal ambiguity of crypto (“not recognized as legal tender or securities”) means there is no dedicated crypto tax regime . However, any company operating in Cambodia is subject to the normal tax framework (primarily the Law on Taxation). Key considerations include:

• Classification of Bitcoin: The General Department of Taxation (GDT) has informally indicated that cryptocurrencies are viewed as intangible assets for tax purposes . Bitcoin would thus be treated not as currency but as a form of property or investment asset. This classification matters for how gains or losses are handled.
• Corporate Income Tax on Gains: If the company realizes a profit from its Bitcoin holdings (for instance, by selling BTC at a higher price than it was bought), that profit would likely be subject to tax. Cambodia’s standard corporate income tax rate is 20% on net profits. According to guidance attributed to the GDT, capital gains from cryptocurrency sales are taxed at 20% in Cambodia . In practice, since Cambodia is just rolling out a formal capital gains tax (a regime that was scheduled to begin around 2024 for certain asset classes), it’s likely that any Bitcoin gains would simply be treated as ordinary income for a company and taxed at the 20% rate (which aligns with the “capital gains tax” rate noted in guidance). For example, if the company buys BTC for $100,000 and later sells it for $150,000, the $50,000 gain would be added to the company’s taxable income for the year. Conversely, if a loss occurs on sale, that might be deductible or carried forward, subject to general tax rules on losses.
• Taxation of Crypto Transactions: If the company were to engage in frequent trading or crypto-related services, any revenue (in crypto or fiat) derived from those activities would also be taxable. For instance, if it earned interest on Bitcoin or fees from lending out crypto, that income would be part of taxable profit. The GDT has indicated that income from activities like mining or crypto business operations is subject to standard income tax . In short, there is no tax exemption for crypto-derived income simply because crypto is novel; the tax authority intends to capture it under existing frameworks as much as possible.
• VAT and Other Taxes: The treatment of Bitcoin for value-added tax (VAT) is not clearly defined in Cambodia. Since cryptocurrencies are not legal payment instruments, one could argue that buying/selling Bitcoin is more akin to trading an intangible asset or commodity. Cambodia’s VAT is generally 10% on goods and services; however, financial services are VAT-exempt. It’s possible that trading Bitcoin might be considered a financial service (exempt from VAT), or it might not fall under VAT at all if it’s not recognized as a good or service. No official guidance has been published on VAT for crypto, so this remains an open question. For a company just holding crypto, VAT likely isn’t directly relevant unless the company is selling BTC as part of its business.
• Recording and Reporting: Despite the ambiguity, a prudent company should maintain thorough records of all crypto transactions (purchase dates, costs, sale dates, proceeds, exchange rates used, etc.). The tax authority requires that taxpayers report all their income, including from cryptocurrency, on annual returns . While enforcement may be challenging if crypto isn’t formally regulated, being transparent in tax filings (or at least prepared to justify the tax treatment of any crypto gains) will mitigate risk. The company’s accountants will also need to decide on an accounting treatment for Bitcoin holdings – likely treating them as intangible assets or investment assets on the balance sheet (historically at cost less any impairment, since IFRS does not allow upward revaluation for intangible assets like crypto unless using fair value through profit/loss model). Any realized gains would go through the income statement and be taxed accordingly.
• Future Changes: The tax rules could change as the regulatory framework develops. If Cambodia fully legalizes or integrates crypto, the government may issue specific tax rules (for example, clarifying capital gains treatment, or introducing withholding taxes on certain crypto transactions, etc.). It’s also possible that as part of ASEAN or international efforts, more robust reporting standards (like notifying the GDT of crypto holdings above a threshold) could be implemented. For now, the key is to apply existing tax principles: assume 20% tax on any net profits from crypto and comply with general filing duties. Given the uncertainties, it is highly advisable to consult a Cambodian tax professional when setting up the company, so that a compliant tax strategy is in place from day one. This might include, for instance, deciding whether the company should elect a specific tax status (certain small businesses can be under simplified regimes, but likely not applicable if large amounts are involved), and ensuring any foreign-sourced crypto profits (if trades happen on offshore exchanges) are still reported to Cambodian authorities as required.

Note: According to some local sources, because crypto transactions have not been legally recognized, some investors believed that profits might escape taxation . However, relying on this would be risky and not sustainable long-term. It’s better to assume the taxman will expect his due once profits are realized in recognizable form (especially if converted to fiat or used in the business). Non-compliance could lead to penalties or back taxes if regulations catch up. Thus, a compliant approach from the start is part of the cost of doing business in a nascent sector.

5. Risk Management and Best Practices for Bitcoin Custody

Managing a corporate Bitcoin treasury introduces significant custodial and security risks that must be addressed through robust risk management strategies. Unlike cash in a bank (which can be frozen or insured) or other assets, Bitcoin is a bearer asset – if you control the private keys, you control the Bitcoin, and stolen or lost BTC is nearly impossible to recover. Therefore, a Bitcoin treasury company must prioritize secure storage and internal controls. Key best practices include:

• Secure Wallet Infrastructure: Utilize cold storage and multi-signature (multi-sig) wallets for holding the Bitcoin. Cold storage refers to keeping the private keys offline – e.g. on hardware wallets (like Ledger or Trezor devices) or even air-gapped computers – so that the keys are not susceptible to online hacking . Multi-signature wallets require multiple private keys to authorize a transaction (for example, 2-of-3 or 3-of-5 signatures needed for any transfer), which greatly reduces the risk that a single compromised key or rogue actor could move funds . Businesses that hold cryptocurrency in their corporate treasuries commonly use multi-sig setups to distribute control across several executives or departments and eliminate single points of failure . A combination of cold storage (offline) with multi-sig approval provides layered security: even if one device is stolen or one person’s credentials are compromised, the Bitcoin cannot be transferred without the other required keys.
• Custodial Solutions vs. Self-Custody: Decide whether to custody the assets entirely in-house or use a reputable institutional custodian. Self-custody gives you full control (which aligns with the Bitcoin ethos) but puts the onus on you to manage all aspects of security. Using regulated custodians or trust companies (such as Anchorage, Coinbase Custody, BitGo, Fireblocks, etc.) can add professional security measures and insurance coverage at a cost . Some custodians offer multi-sig or multi-approval workflows built into their service. If the Cambodian regulatory framework allows it, using an international custodian might be possible (keeping in mind cross-border considerations). However, given the legal ambiguity, many institutional custodians might be hesitant unless the company itself is clearly operating legally. If self-custody is chosen, the company should implement industry-standard practices: split the private keys (or seed phrases) such that they are stored in separate secure locations (for example, safe deposit boxes in different bank vaults), and ensure that no single individual knows or has access to all key parts.
• Internal Controls and Policies: Establish strict internal governance for treasury operations. This includes:
  
  • Role-based access control: Only designated personnel (e.g. a CFO or Treasurer, plus perhaps an IT security officer) should have access to the keys or wallets . The company might create a “key management committee” that oversees any movement of crypto.
  • Multi-person approval: Configure multi-sig such that at least two or three people must approve a transaction above a certain threshold . Define in policy who those people are (for example, one from finance team, one from security team, one director). No single individual should ever be able to unilaterally transfer the Bitcoin out of treasury .
  • Transaction limits and monitoring: Set withdrawal limits (daily/monthly) and monitoring alerts. Any transaction from the treasury wallet should be logged and immediately reported to senior management. Regular audits of wallet activity can help detect any unauthorized attempts or anomalies . Given crypto’s 24/7 nature, real-time monitoring is ideal.
  • Separation of duties: The person who initiates a transaction is not the same person who approves it. Additionally, the people who hold the keys should not all be the ones who have the ability to initiate transfers – mix these roles to avoid collusion risk.
• Protection Against External Threats: Implement comprehensive IT and cyber security measures:
  
  • Use hardware wallets for any cold storage (these are dedicated devices that store keys and sign transactions offline) . Never keep private keys in plain text or on an internet-connected device. Avoid storing keys or seed phrases in cloud storage or email (which sounds obvious, but it’s worth emphasizing given past mistakes by some operators) .
  • Enable multi-factor authentication (2FA) on any accounts related to crypto (for example, if using an exchange or custodian platform for part of operations, ensure strong 2FA is in place) .
  • Keep all software (wallet firmware, anti-malware tools, etc.) up to date. And regularly update security protocols as new threats emerge . For instance, if quantum computing becomes a risk to cryptographic keys in the future, be ready to upgrade to quantum-resistant wallets.
  • Conduct periodic penetration tests and security audits. It may be wise to hire crypto security consultants to review your setup and attempt to find weaknesses, before someone malicious does.
• Business Continuity and Key Backup: Develop a clear plan for backup and recovery of private keys. If key holders leave the company or if a device is damaged, there must be a secure way to retrieve the funds. This usually means keeping encrypted backups of seeds or using a multi-sig scheme where keys are held by different trusted parties. For example, in a 2-of-3 multi-sig, you might have one hardware wallet with the CEO, one with the CFO, and one key shard held in escrow by a legal firm or stored in a bank vault. If one is lost, the remaining two can still access the funds. All backups and recovery information should be stored securely (offline and ideally in duplicate in separate physical locations). Perform routine checks to ensure backup keys are accessible and functional, but under strict supervision.
• Insurance: Explore insurance options for digital asset holdings. A handful of insurers and specialty firms offer crypto asset insurance (covering theft, hacking, or insider fraud). Premiums can be high and insurers will require evidence of strong security practices (as described above). While insurance doesn’t prevent breaches, it can mitigate financial loss if an incident were to occur. Given Bitcoin’s volatility and high value, an insurance policy might be a worthwhile safeguard for a corporate treasury.
• Volatility and Treasury Strategy: Risk management isn’t only about security – it’s also financial. Bitcoin’s price is highly volatile; a Cambodia-based company must consider the impact on its balance sheet and cash flow. Best practices include:
  
  • Only allocate capital to Bitcoin that the business can afford to tie up for the long term (since values can swing widely year to year).
  • Consider using dollar-cost averaging for purchasing to mitigate short-term price swings, rather than buying all at once.
  • Maintain some reserves in fiat to cover operating expenses so that the company isn’t forced to liquidate Bitcoin at a bad time for cash needs.
  • If sophisticated, the company could look into hedging strategies (like futures or options on Bitcoin) to manage downside risk. However, accessing such derivatives might be challenging under Cambodian regulations (it might have to be done on offshore exchanges, which is sensitive legally). This is an advanced strategy and would require professional advice and likely regulatory clarity.
  • Continuously reassess the decision to hold Bitcoin: have clear metrics or triggers for if/when the company would rebalance (e.g., if Bitcoin’s value doubles or halves, do we take profit or buy more?). Basically, treat it as you would any treasury investment – with an investment policy statement approved by the board.

In essence, security and governance are paramount for a Bitcoin treasury company. Many of the high-profile crypto thefts and losses (both globally and in the region) have resulted from poor key management or insider misconduct. By following the above best practices – cold storage, multi-sig, strict internal controls, and vigilant cybersecurity – the company can significantly reduce the risk of losing its assets . Cutting corners on these measures is not worth the potential disaster it could invite .

6. Examples of Companies in Cambodia Holding Crypto Assets

Cambodia’s crypto sector is still in its infancy, and there are currently no prominent examples of Cambodian companies publicly known to hold Bitcoin as a treasury asset. The regulatory barriers have so far prevented widespread corporate adoption of crypto on balance sheets. Unlike the U.S., where firms like MicroStrategy and Tesla have announced Bitcoin holdings, Cambodian businesses have generally stayed away from such practices under the government’s cautionary stance.

Royal Group Exchange (RGX) is Cambodia’s first licensed digital asset exchange, operating under the SERC sandbox since early 2024 . Its launch signaled a cautious opening of the Cambodian market to regulated crypto activities. RGX’s existence demonstrates the possibility of crypto ventures under the current legal framework, although it functions as an exchange platform rather than a corporate treasury holder. This highlights that, to date, Cambodian companies have engaged in crypto primarily through regulated service platforms rather than as part of their own balance sheets.

As of late 2024, only two companies have been authorized to operate in the crypto space (under SERC’s FinTech sandbox), and those are essentially service providers (exchanges/trading platforms) rather than ordinary businesses investing their capital into crypto . For instance, Royal Group Exchange (RGX), backed by Cambodia’s Royal Group, launched in January 2024 as the first regulated exchange. While RGX may hold cryptocurrencies, it does so as part of its exchange liquidity and operations – not as a treasury reserve for corporate investment purposes. The other sandbox-approved entity (reportedly a firm related to security token offerings) is similarly focused on fintech services, not using crypto as a reserve asset.

No Cambodian company listed on the Cambodia Securities Exchange (CSX) has reported any crypto holdings in financial statements, and major Cambodian conglomerates or banks have not announced any investment in Bitcoin. In fact, Cambodian banks are explicitly prohibited from touching unbacked crypto like Bitcoin – even after the new NBC regulation, banks can only deal with stablecoins or tokenized assets, and only up to small exposure limits . This means you won’t see banks or microfinance institutions in Cambodia diversifying into Bitcoin for the foreseeable future.

It’s worth noting that individual interest in crypto has existed in Cambodia (many individuals traded on platforms like Binance via peer-to-peer markets), but due to the recent crackdown (blocking foreign exchanges and warning against unlicensed activity), such trading has been pushed underground or through the new local platforms. Some smaller private companies or startups might personally hold crypto (e.g., a tech startup whose founders are crypto enthusiasts might keep some ETH or BTC), but they have not made this public nor is it institutionalized due to legal concerns.

In summary, the concept of a Bitcoin treasury company in Cambodia would be pioneering. There are no direct local precedents of a company dedicated to holding Bitcoin on its balance sheet. Any venture doing so would be among the first, and would need to work closely with regulators to ensure it doesn’t run afoul of the law. The lack of examples also means you won’t find established best practices within Cambodia – one would be charting new territory, albeit drawing on lessons from companies abroad and the cautious guidance of Cambodian authorities.

Conclusion

Establishing a Bitcoin treasury company in Cambodia is a challenging but potentially feasible endeavor with careful planning. The legal and regulatory framework is currently restrictive – Cambodia has historically banned unlicensed crypto activities, and only very recently opened the door to regulated crypto assets (excluding Bitcoin for now) . Licensing requirements are in flux; while a company holding crypto for itself might not fit neatly into existing license categories, it must still heed the joint regulatory stance and likely seek some form of approval or at least use regulated channels .

On the practical side, forming a company (a private limited company) is straightforward in terms of corporate law , but the operational compliance and risk management are where the real work begins. The company must implement top-notch security measures (cold storage, multi-sig, internal controls) to safeguard its Bitcoin assets . It also needs to stay tax compliant, treating crypto profits as taxable and maintaining good records .

Finally, given the absence of local exemplars, engaging in ongoing dialogue with regulators and perhaps even participating in the fintech sandbox could lend legitimacy and protection to the venture. With proper legal counsel, a robust security framework, and a willingness to adapt to new regulations, a company could manage corporate crypto reserves in Cambodia. It’s an undertaking that requires navigating uncertainty – regulatory, legal, and technical – but with Cambodia slowly warming to digital assets, early movers who do things by the book stand to be in a favorable position once the rules eventually relax.

Sources:

• Freeman Law – Cambodia and Cryptocurrency: overview of legal status and 2018 joint regulatory statement .
• Phnom Penh Post – Regulated cryptocurrency assets approved for operation in Cambodia (Dec 2024): details on NBC’s new cryptoasset directive (stablecoins allowed, Bitcoin prohibited) .
• DFDL Legal Update (Jan 2025) – NBC Cryptoassets Regulation: explains the licensing of banks and CASPs under the new Prakas .
• Kapronasia – Why is Cambodia cracking down on crypto? (Dec 2024): notes on exchange bans and sandbox licenses (only two companies authorized) .
• B2B Cambodia – Exploring RGX: Cambodia’s First Licensed Digital Asset Exchange (Jan 2024): insights into SERC’s sandbox and RGX operations .
• Belaws – Private limited companies in Cambodia: requirements for company formation (shareholders, capital, etc.) .
• Heavnn.io – Cryptocurrency Taxes in Cambodia (2024): notes on GDT’s treatment of crypto as intangible asset and 20% capital gains tax .
• Standard Insights – Cryptocurrency in Cambodia: All You Need to Know: discusses legal invalidity of crypto transactions and implications for taxation .
• CoinsDo – Ultimate Guide to Crypto Treasury Management (2025): best practices for security in crypto treasury (cold storage, multi-sig, internal controls) .
• BitGo – What is a Multi-Signature Wallet? (2023): highlights use of multi-sig by corporate treasuries to prevent single-point failures .