Davies SM Attorneys-at-Law

LEGAL & TAX ADVISORY SERVICES

In the evolving landscape of Cambodian investment, updated regulations and government incentives offer a myriad of opportunities for investors to enhance their benefits. However, foreign investors often encounter challenges in accessing crucial information about eligibility for incentives, tax consequences, and necessary government approvals. Such obstacles can lead to missed investment optimization opportunities, administrative holdups, or inadvertent non-compliance, costing time, and money, and potentially harming reputations.

Our legal team, equipped with extensive experience in guiding landmark investment projects and strong connections with senior government officials, simplifies and demystifies this process for foreign investors. We provide comprehensive legal, regulatory, and tax counsel, grounded in a deep understanding of all facets of Cambodian law and procedures.

Our key services encompass:

• Guidance on market entry strategies and business models for effective tax management
• Insights into investment incentives for both foreign and domestic investors
• Expert advice on corporate tax matters and evaluating tax impacts on investment ventures
• Consultation on acquisitions or disposals of businesses, focusing on structuring for tax efficiency
• Advice on the regulatory environment, licensing, and compliance obligations across sectors, including qualified investment projects, real estate development, and solar initiatives
• Tailored legal and tax advisory services and legal opinions for specific client needs

General Corporate & Business Support

Our General Corporate and Business Support division offers a comprehensive range of essential legal services and supports to fulfil the diverse needs of businesses including the following services:

• Filing all corporate changes with the relevant authorities, including the change of share capital, business activities and names, registered offices, shareholder, director, chairman, and articles of incorporation
• Conducting legal due diligence on local businesses and companies tailored to specific concerns
• Annual compliance filing for regulated and non-regulated businesses, including annual declaration filing, patent tax certificate, and certificate of compliance (QIP)
• Local domain name registration
• Establishing bank accounts with local registered banks
• Establishing escrow arrangements
• Company secretary services
• Document translation, including English, Chinese, and Khmer

Mergers & Acquisition

Buying, selling, and merging businesses can be both demanding and exciting. The process involves significant legal arrangements and financial commitment, made simpler with the support of qualified professionals. Our partners’ expertise in the field and vast experience having supported local and international clients in high-profile deals in the country, is an asset we leverage in supporting our clients' business sales and acquisitions.

We provide efficient and cost-effective guidance through every step of the transactional adventure. From negotiating term sheets, due diligence support, structuring advisory, and drafting transactional documents to filing for regulatory approvals and registrations with the competent authorities– we will help you to close your deal with your rights protected and business goals achieved.

Our main services include:

• Conducting due diligence on target companies
• Advising deal structures from legal and tax perspectives
• Setting up escrow arrangements
• Preparing M&A transaction documents including drafting, reviewing, and negotiating term sheets, non-disclosure agreements, sale and purchase agreements, share subscription agreements, merger agreements, and escrow agreements
• Filing share transfer, share subscription, and merger applications with the relevant authorities
• Assisting with closing transactions and post-corporate restructuring

Business Establishment & Licensing

Establishing a new local entity and applying for operation licenses is one of the most common strategies acquainted with foreign investors verging on business activity in Cambodia.

Our team holds extensive legal knowledge and experience, having supported major clients in complex investment transactions in the presence of local distinguished law firms. We are adept and proficient in navigating our clients through legal complexities as such, and are capable of assisting in services such as setting up businesses and applying for operation licenses in sectors with significant local restrictions.

Our main services include:

• Incorporation of representative offices, branches, private and public limited companies, as well as other forms of businesses
• Application for business operation licenses in various sectors including qualified investment projects (QIP) and licenses in sectors with significant local restrictions
• Application for general permits including location permit, signboard permit
• Preparation of all kinds of corporate and investment agreements, including shareholder’s agreements, joint ventures and share subscription agreements
• Intellectual property registration, including trademark search, registration, and renewal, exclusive distribution agreement registration, licensing, and franchise agreement registrations

INTELLECTUAL PROPERTY LEGAL SERVICES

Our firm provides specialized legal services in the realm of intellectual property (IP), safeguarding the creative and innovative assets of individuals and businesses. Our expertise in IP law ensures that our client’s intellectual property is legally protected, maximizing their value and competitive edge.

Our intellectual property legal services encompass:

Copyright: We offer comprehensive legal assistance in securing and enforcing copyright protection for original works of authorship, including literature, music, art, and software. Our services include copyright registration, litigation support, licensing agreements, and advice on copyright infringement issues.
Trademark: Our team provides expert counsel in trademark law, assisting clients in the selection, registration, and protection of trademarks, which are crucial for brand identity and recognition. We handle trademark searches, applications, oppositions, renewals, and enforcement actions against infringement, ensuring robust protection of our clients' brand names and logos.

In addition to these core services, we also offer support in related areas of intellectual property law, including but not limited to:

• IP Portfolio Management: Advising on the strategic development and management of IP portfolios to enhance and protect our clients' intellectual assets.
• IP Litigation and Dispute Resolution: Representing clients in legal disputes related to intellectual property rights, including litigation, arbitration, and mediation.
• Licensing and Technology Transfer: Assisting in the negotiation and drafting of IP licensing agreements and facilitating the transfer of technology and intellectual property rights.
• IP Due Diligence: Conducting thorough due diligence in corporate transactions, such as mergers and acquisitions, to assess and manage the IP assets involved.

Our goal is to provide tailored, effective legal solutions to all your intellectual property needs, ensuring your innovations and creative works are safeguarded and leveraged to their fullest potential.

REAL ESTATE LEGAL SERVICES

Our legal expertise covers a comprehensive range of real estate matters, ensuring clients navigate this complex area with confidence and legal precision.

Our services in the real estate sector include:

• Commercial Real Estate: Providing legal support for the purchase, sale, and leasing of commercial properties.
• Mortgage Services: Assisting clients with legal aspects of property financing, including mortgage agreements and related transactions.
• Landlord & Tenant Relations: Offering legal advice and representation in landlord-tenant matters, from lease agreements to dispute resolution.
• Real Estate Due Diligence: Conducting thorough legal due diligence for property transactions to identify potential risks and ensure compliance.
• Real Estate Contracts and Negotiations: Expertly handling contract drafting, review, and negotiation for various real estate dealings.
• Housing, Construction & Development: Advising on legal issues related to housing projects, construction, and property development, ensuring regulatory compliance and protecting client interests.

EMPLOYMENT & LABOR SOLUTIONS

Effective management of employment affairs is crucial for the financial prosperity of corporate entities. Properly addressing employment relationships enables companies to establish themselves as desirable workplaces, attracting and retaining top talent in their industries.

Our comprehensive services in this area include:

• Drafting employment-related documentation for foreign employees, such as quota applications, work permit applications, and health check-up certificates.
• Facilitating all necessary permits and certifications from relevant labor authorities, encompassing employment books, overtime permits, and health check-up certificates.
• Assisting with labor compliance registrations and mandatory notifications to the Ministry of Labor and Vocational Training and the
• National Social Security Fund.
• Offering legal counsel and opinions on various employment issues.
• Preparing labor agreements and related documents, including internal labor regulations, employment contracts, and agreements related to confidentiality and non-competition.

LAWSUITS & DISPUTES LEGAL SERVICES

Our firm specializes in offering comprehensive legal solutions in the area of lawsuits and dispute resolution. We understand the complexity and sensitivity of legal conflicts and are committed to representing our client's interests with the utmost professionalism and diligence.

Our services in this sector include:

• Litigation: We provide robust representation in civil and commercial litigation matters. Our team is equipped to handle cases across various courts and tribunals, offering expert advice and advocacy from the initial filing of a lawsuit through to trial, and, if necessary, appeal.
• Alternative Dispute Resolution (ADR): Recognizing the value of resolving disputes outside the courtroom, we offer ADR services. This includes negotiation and settlement strategies designed to achieve favorable outcomes while potentially saving time, and costs, and maintaining business relationships.
• Mediation: Our mediation services focus on facilitating a mutually agreeable resolution between parties in a dispute. We provide a neutral, structured environment where both sides can discuss their issues confidentially and work towards a voluntary, collaborative settlement.
• Arbitration: For clients seeking a binding resolution outside the courts, we offer arbitration services. We represent clients in both domestic and international arbitration proceedings, providing expert advice and advocacy in a more private, streamlined, and potentially less adversarial setting than traditional litigation.

In addition to these primary services, we also assist with:

• Pre-litigation Counseling: Advising clients on the potential risks and benefits of litigation, and exploring alternative dispute resolution options before proceeding to court.
• Dispute Risk Management: Assisting in identifying, managing, and mitigating the risks of disputes in business operations and transactions.
• Enforcement of Judgments and Awards: Aiding in the enforcement of court judgments and arbitral awards, ensuring that our clients can effectively benefit from successful litigation or arbitration outcomes.

We aim to deliver strategic, efficient, and effective legal solutions to resolve disputes, safeguarding our clients’ interests and helping them navigate the complexities of legal conflicts.

IMMIGRATION LEGAL SERVICES

Our firm offers specialized legal services in the field of immigration, catering to individuals, businesses, and investors. We understand the nuances of immigration law and provide personalized guidance to navigate the complexities of this process efficiently.

Our immigration services include:

• Business Visa: We assist clients in obtaining business visas, and facilitating their entry into the country for business activities. Our services include guidance on application procedures, documentation requirements, and compliance with local immigration laws.
• Work Permit: Our expertise extends to securing work permits for foreign nationals intending to work in the country. We provide end-to-end support, from preparing the application to liaising with immigration authorities, ensuring a smooth process for both employers and employees.
• Citizenship: We offer legal assistance for those seeking citizenship, guiding clients through the eligibility criteria, application process, and necessary legal formalities. Our team ensures that clients are well informed about their rights and obligations as prospective citizens.

In addition to these primary services, we also provide:

• Legal Consultation on Immigration Laws: Offering expert advice on the latest immigration laws, policies, and regulations to ensure clients remain compliant and well-informed.
• Immigration Strategy Planning: Assisting clients in developing immigration strategies that align with their personal or business objectives.
• Assistance with Renewals and Extensions: Helping clients with the renewal and extension of visas and work permits, ensuring continued compliance with immigration requirements.
• Representation in Immigration Proceedings: Representing clients in administrative proceedings related to immigration, including appeals, if necessary.

Our goal is to simplify the immigration process for our clients, providing them with seamless, efficient, and effective legal solutions for their immigration needs.