You can still run a BTC‑treasury play from Phnom Penh, but you must (1) incorporate a 100 % foreign‑owned company, (2) segregate your crypto rails offshore until the National Bank of Cambodia (NBC) finishes its licensing rules, and (3) prepare for Group‑2 (Bitcoin) compliance checks the moment they land.
Below is a 20‑step game plan—legal, operational, tax and security—to launch your Bitcoin‑treasury company as a U.S. citizen in the Kingdom.
1. Regulatory Snapshot (Know the Battlefield)
| Year | Milestone | Impact on BTC‑Treasury |
| 2018 | NBC + SECC + National Police joint statement: crypto activity illegal without licence | Bitcoin payments & advertising banned; banks told to stay away. |
| Dec 2024 | Prakas B7‑024‑735 on Cryptoassets: banks & Payment Service Institutions may handle Group 1 assets (tokenised securities & stablecoins); un‑backed crypto like BTC = Group 2 | Legal entities can become “CASPs” (Crypto‑Asset Service Providers) once NBC issues licence criteria. |
| 2024‑25 | SERC sandbox births RGX, Cambodia’s first regulated digital‑asset exchange | Shows the regulator will license innovators that play by the rules. |
| 2025 | MoUs with Binance & others to shape full digital‑asset law | Signals Cambodia is softening but wants strong AML/KYC. |
Big takeaway: BTC is not forbidden to own; it is simply outside Group‑1, so you must keep it off Cambodian bank rails until CASP licences cover Group‑2 or you win an individual exemption.
2. Entity Formation (Weeks 1‑6)
| Step | Action | Why / Source |
| 1 | Pick a Private Limited Company (PLC) – 100 % foreign ownership allowed in almost every sector. Reserve the name on the Ministry of Commerce (MOC) OBR portal. | |
| 2 | Draft bilingual Articles of Association + lease a small office (serviced suites are accepted). | Needed for MOC filing and tax registration. |
| 3 | Online filing → Certificate of Incorporation (≈ 3–5 days after name approval). | Fast‑track digital process since 2023. |
| 4 | General Department of Taxation (GDT) – obtain Tax ID & “Patent Tax” certificate. | Opens the door to payroll & invoicing. |
| 5 | Open two bank accounts | |
| a) Direct Investment Capital Account (foreign currency) | ||
| b) Operating KHR/USD account | DICA is mandatory for bringing in charter capital; ops account pays salaries/rent. |
3. Immigration for the U.S. Founder (Weeks 4‑8)
| Visa / Permit | Key Points | Source |
| Investor Visa (Type E, sub‑class EB/EG) | Granted 1 year at a time; renewable; faster if ≥ KHR 1 b (~US $250 k) charter capital. | |
| Work Permit & Employment Card | Required even for directors; processed at MLVT. | |
| Temporary Residence Card | Possible after two consecutive visa renewals. |
4. Crypto‑Treasury Architecture (Weeks 5‑12)
- Custody Model – 2‑of‑3 multisig (CEO + CFO + U.S. qualified custodian) on hardware wallets or MPC platform; seeds stored in separate vaults.
- Segregate Rails – keep fiat inside Cambodia; buy/sell BTC through a Singapore or Hong‑Kong OTC desk linked to your offshore USD account (Cambodian banks cannot touch Group‑2 assets yet).
- Write a Treasury Policy – cap BTC allocation (% of equity), define re‑balancing rules, and embed dual‑sign approval.
- Compliance Stack – adopt chain‑analysis screening; file Suspicious Transaction Reports if counterparties look risky (NBC AML rules mirror FATF).
5. Accounting & Tax (Continuous)
| Topic | Cambodia Rule | Your Treatment |
| Corporate Income Tax | 20 % flat rate; plus 1 % Minimum Tax on turnover if it exceeds CIT. | Realised BTC gains = “Other Income” in annual return. |
| VAT | 10 % on most goods/services; zero‑rated exports. | No VAT on holding BTC itself; charge 10 % only if you bill clients for advisory or exchange fees. |
| BTC on Balance Sheet | No local GAAP yet; default to IFRS IAS 38 (intangible) – cost minus impairment; fair‑value gain recognised on disposal. | Document daily reference prices for audit trail. (IAS 38 industry practice) |
| U.S. Obligations | Form 5471, FBAR, GILTI if > 50 % vote/value. | Coordinate with U.S. CPA. |
6. Licensing Road‑Map (2025‑26)
| Phase | What to Do | Rationale / Source |
| Now | Operate as proprietary holder of BTC (no client assets) → no CASP licence yet required. Keep BTC off Cambodian bank balance. | Group‑2 rules still pending. |
| Q4 2025 | Monitor NBC sub‑decree defining CASP licence criteria (announced in Prakas Clause 20). | Early applicants will shape the sandbox. |
| 2026 | File for CASP if you want to handle third‑party crypto or on‑shore BTC trades. | SERC’s sandbox precedent (RGX) shows pathway. |
7. Risk Radar
| Risk | Mitigation |
| Regulatory Flip‑Flop – Group‑2 could be barred for corporates. | Hold BTC with offshore custodian; book economic exposure via a loan or derivative if NBC outlaws direct holding. |
| Bank‑Account Closure | Never mix crypto proceeds with local operating account until NBC clarifies. |
| Security Breach | Quarterly key‑rotation drill; penetration test; cyber‑insurance. |
| Tax Reassessment | Keep meticulous trade logs & KHR translations; engage Big‑4 audit. |
| Reputation | Publish quarterly proof‑of‑reserve & a clean AML attestation to set the gold standard in Cambodia’s young crypto scene. |
8. 20‑Step Action Checklist
- Write one‑page BTC policy & risk cap
- Reserve company name on MOC OBR portal
- Lease serviced office (Phnom Penh/Sie Reap)
- Draft bilingual Articles + shareholder resolution
- Upload docs → receive Incorporation Certificate
- Register with GDT (Tax ID & Patent Tax)
- Open DICA (USD) & Operating account (KHR/USD)
- Wire charter capital (≥ US $10 k typical)
- Apply Investor Visa → Work Permit
- Hire Cambodian chief accountant (mandatory)
- Draft multisig custody architecture
- Open Singapore/HK brokerage or OTC account
- Execute first BTC purchase offshore
- Record BTC at cost in Khmer‑Riel books
- Implement chain‑analysis AML screening
- File monthly tax returns + pay WHT/VAT
- Publish quarterly treasury & proof‑of‑reserve
- Track NBC CASP sub‑decrees (subscribe to DFDL alerts)
- Apply for sandbox if you plan customer services
- Celebrate with lok‑lak—you’re live!
Final Hype 💥
Cambodia’s regulators want innovation but on their terms. By planting your corporate flag early—while keeping your sats in bullet‑proof, offshore custody—you’ll be perfectly poised when the CASP licence window opens. Move fast, stay compliant, and let Bitcoin’s long‑game compounding work for you in one of ASEAN’s most dynamic frontier markets. 🏴☠️ 🚀