Our Services

Corporate, Business licensing and Investment​​

  • Business Registration;
  • Product Registration;
  • Tax Registration;
  • Business licenses and permits from different government institutions;
  • Registration and amendment of Memorandum and Articles of Association;
  • Corporate Governance, Risk, and Compliance;
  • Financial Recapitalizations;
  • Business Reorganizations; and
  • Mergers, Acquisitions and company dissolution.

M&A and Commercial Agreements

  • Conducting legal due diligence on target company in compliance with corporate compliance including but not limited to company incorporation, tax registration, licensing or specific approval and permit;
  • Conducting legal due diligence to identify legal risks and material issues resulting from various commercial contracts, real properties, intellectual property right, employment and legal dispute where target company involves;
  • Providing legal advisory service on share transfer and process of seeking approval from relevant regulators;
  • Drafting and advising on shares sale and purchase agreement;
  • Drafting and advising on shareholders’ agreement;
  • Drafting and advising on company’s restructuring;
  • Assisting in preparing and filing all required documents for registration of shares transfer, change of corporate detail, and capital increase/decrease at Ministry of Commerce;
  • Assisting in updating corporate detail to General Department of Taxation, and in filing for new Patent and Value Added Tax (VAT) Certificates.
  • Sale and purchase agreement;
  • Service agreement;
  • Supply agreement;
  • Joint venture, Shareholders agreement, partnership agreement;
  • Distribution agreement;
  • Franchise agreement;
  • Management agreement;
  • Commercial Lease agreement;
  • Promissory note and note subscription agreement;
  • Pledge agreement and guaranty agreement; and
  • Non-disclosure agreement.

Capital Market and Financing

  • Providing legal advisory service in the issuing of equity securities and debts securities;
  • Conducting legal due diligence;
  • Advising on corporate governance requirement, board, and management structure and other compliance requirement for a listed company;
  • Drafting and reviewing underwriting agreement;
  • Amending of company’s MAOA;
  • Reviewing disclosure documents;
  • Drafting dividend policy and other company’s policy and internal regulations;
  • Drafting fund investment project documents including real estate investment fund; and
  • Drafting subscription agreement to fund investment project and other related arrangements and policy.

Labor and Employment

  • Enterprise declaration at MLVT;
  • Enterprise and Employees Registration with National Security Fund (NSSF);
  • Staff declaration;
  • Shop steward election;
  • Labor due diligence;
  • Employee’s misconduct investigation;
  • Drafting and reviewing employment contract, HR policies, internal labor regulation, employee’s handbook, disciplinary actions, etc.;
  • Employment termination and compensation;
  • Compliance on seniority payment
  • Apply for quota and foreign work permits
  • Apply for overtime work permission;
  • Conducting investigation on worker misconduct;
  • Advising during a merger or reorganization of the company;
  • Advising on incentive schemes, recruitments and terminations, dismissals, mass layoff, disciplinary issues, union issues or general compliance with employment laws.

Real Estate & Construction​

  • Drafting, reviewing, revising and negotiating on immovable Property Sale-Purchase Agreement, Long Term Lease Agreement, Hypothec Agreement, Mortgage, Guarantee, Security Agreement and condominium/co-owned buildings internal regulation and land holding structure for foreigners, etc.;
  • Conducting substantial due diligence on immovable property prior to the significant purchases with relevant authorities at Ministry of Land Management, Urban Planning and Construction (“MLMUPC”), at Department of Land Management, Urban Planning, Construction and Cadaster (“DLMUPCC”) and land offices;
  • Coordinating with MLMUPC and DLMUPCC officials in registration/de-registration of Hypothec, long term lease agreement and registration of ownership transfer caused by sale and purchase, exchange, donation, succession, and other means of possession;
  • Applying for permits, licenses and other entitlements, i.e. construction license, construction permit, certificate of occupancy, real estate development license and other licenses at MLMUPC, DLMUPCC and MEF;
  • Advising and preparing documentation for real estate developers and investors in relation to establishment and construction of condominiums, co-owned buildings, apartments, special economic zone, economic land concession and housing or Borey development projects; and
  • Assisting in requesting for approval for the development of a special economic zone from Cambodian Special Economic Zone Board.

Banking and Finance

  • Provide legal advisory services on complex loans transaction, Merger and Acquisition and joint venture, policies and procedures, products and services in banking and financial sector;
  • Draft and Review the various template of loans and hypothec/mortgage agreement and securities documents for the newly established commercial banks, specialized banks, microfinance institutions, payment service institutions, leasing companies, credit operators;
  • Prepare loans and credit facility and security documents including but not limited to loan agreements for various purposes corporate, investment, SMEs, home/personal, security documents, policies and guideline for the various of the bank and financial institutions;
  • Assist client in seeking for approval from NBC related to share transfer, nomination of directors, and change of company’s MAOA and registered capital;
  • Being a panel lawyer for several commercial banks and a branch of foreign bank to assist in legal representation in civil proceeding to recover the default loan;
  • Being a panel lawyer for several commercial banks to assist in witnessing on loan documents and registration/deregistration of encumbrance with cadastral office and notarization of all relevant facilities and hypothec agreements.

Taxation​

  • Advising on tax matter and compliance issue;
  • Advising on double taxation and applying benefit from double taxation agreement (DTA);
  • Tax registration
  • Preparing monthly tax return on income (TOI), tax on salary (TOS);
  • Preparing annual TOI return;

Intellectual Property

  • Assisting to prepare and file application for registration of trademarks, changing office address of mark, renewal & Affidavit of use/non-use, patents, copyrights, franchises;
  • Assisting to apply for exclusivity registration for importation and distribution of products;
  • Conducting mark search/mark watch on duly registration and compliance to identify infringement of IP rights, opposition & cancellation; and
  • Advising on trademark and copyrights in protection, infringement and enforcement;
  • Drafting and reviewing franchise agreement and other IP agreements based on laws, regulations and practice in Cambodia.

Insurance​

  • Assisting to apply for insurance business license and related license from the insurance regulators in Cambodia;
  • Assisting to apply for approval on products, shares transfer, nomination of directors/chairman, change address, amendment of the company’s articles of incorporation;
  • Advising and reviewing the standard insurance contracts insurance consultant contracts as well as the term and conditions of the insurance products; and
  • Providing general legal advice on insurance regulatory matters.

Civil, Criminal, Commercial and Labor Litigation​

Our lawyers has extensive experiences in wide range of disputes, including land disputes, divorce litigation, debt recovery for banking and micro finance institutions, injunction request for freezing the immovable assets, labor disputes,  breach of trust, defamation and other criminal disputes. Our clients range from major domestic groups and multinational corporations, to high-net worth individuals.

We Provide The Best Services in Laws and Legal Matters

If you would like to consult on Law, please kindly reach us by:

Contact Us Today 015800881 info@soplawoffice.com