How to Sell an Apartment Owned by a Cambodian Company: Asset Sale or Share Sale

An apartment held by a Cambodian company can be sold in two fundamentally different ways. The company can transfer the apartment to the buyer. Alternatively, the existing shareholder can sell the company, leaving the apartment registered in the same corporate name.

For a buyer who simply wants one apartment, an asset sale is usually easier to understand and contain. A share sale can work, but only when the buyer deliberately wants the company, the company was genuinely used for that one property and its history can be verified. Buying shares is not the same as receiving a clean title to an apartment.

The choice should never be made from a tax headline alone. In a share sale, the company keeps its tax history, debts, contracts and potential claims. Cambodia’s stamp-duty rules also distinguish an ordinary share transfer from the transfer of a company whose assets are mainly property, so the assumed tax saving may not exist.

Start with the property right, not the proposed contract. A strata-titled condominium unit, a property interest connected to land, a ground-floor unit and unfinished contractual rights can lead to very different answers. Where ownership depends on the company retaining Khmer nationality, changing the shareholders may affect whether the company can legally keep the asset. A share sale is not an automatic workaround for Cambodia’s foreign-ownership restrictions.

What this page helps you decide

• An apartment held by a Cambodian company can be sold in two fundamentally different ways.

• For a buyer who simply wants one apartment, an asset sale is usually easier to understand and contain.

• The choice should never be made from a tax headline alone.

• Start with the property right, not the proposed contract.

The two transactions in plain English

This article assumes the buyer is acquiring all shares, or at least a controlling interest. A minority investment without control introduces a different set of governance and exit risks.

| Question | Apartment sale | Company share sale | |---|---|---| | What does the buyer acquire? | The identified apartment and expressly included rights | Shares and control of the existing company | | Who owns the apartment after closing? | The buyer, once the transfer is registered | The same company as before | | What stays with the seller? | The company and its remaining history | Usually no control of the company | | What historical exposure reaches the buyer? | Mainly property and transfer issues | Property issues plus the company’s liabilities and history | | What records change? | The property ownership record | Shareholders and often directors, beneficial owners and tax information |

In an apartment sale, the company is the property seller. It must prove that it owns the unit, that the person signing has authority and that the property can be transferred free of any undisclosed security, arrears or restriction. The buyer’s intended result is direct ownership of the agreed property right.

In a share sale, the registered property owner does not change. The company existed before completion and continues afterwards; the people controlling it change. The transfer must still be documented in the company’s records, filed through the Ministry of Commerce process and dealt with for stamp-duty and taxpayer-information purposes. Avoiding an apartment-level title transfer does not mean avoiding a formal closing process.

What the buyer actually receives

An apartment sale can draw a reasonably clear boundary around the purchase. The agreement identifies the unit, any valid parking or storage rights, the furniture and equipment that remain, and the treatment of a tenant and security deposit where relevant. The buyer does not acquire the seller company’s bank account, unrelated contracts or general liabilities.

That does not remove the need for legal checks. The company must match the name on the title, the sale must be properly authorised and the particular unit must be capable of registration in the buyer’s name. A foreign buyer should verify eligibility for that unit and building rather than relying on a project-wide statement that foreigners can buy there.

In a share sale, the buyer legally acquires shares rather than the apartment title. Economically, the buyer takes control of a company containing the apartment, cash, debt, tenancy arrangements, tenant deposits, claims against other parties and any other rights or obligations that have not been removed before completion.

The statement “the company only owns one apartment” therefore needs evidence. A dormant-looking company may still have an old shareholder loan, an unpaid bank facility, missing tax filings, an obligation to return a tenant’s deposit or a dispute with a contractor. Those items affect both the value of the shares and the buyer’s real cost of acquiring the apartment.

The company’s old problems do not disappear

A shareholder does not normally become personally liable for every company debt merely by buying the shares. The practical issue is that the company remains liable, and the buyer now owns the company whose value and cash will be used to deal with the problem.

The most relevant areas are usually limited and understandable:

• Tax and filings. Late returns, unpaid tax, penalties and an unfinished audit remain with the company after the shareholder changes.
• Apartment-related money. Management arrears, utility balances, tenant deposits, prepaid service charges and agent obligations may still be outstanding.
• Loans and security. The unit or the shares may be pledged, and the company may owe a bank or the outgoing shareholder.
• Contracts and claims. Leases, property management, repairs, services, employment or consultancy arrangements do not vanish unless they are validly ended or transferred.
• Owner transactions. The company may have paid personal expenses, advanced money to an owner, borrowed from an owner or entered into poorly documented related-party transactions.

Shareholder loans are a common example. An owner may have funded the company’s purchase of the apartment by lending money to it. If the shares are sold but the loan is neither repaid, assigned nor waived, the former owner can cease to be a shareholder while remaining a creditor of the company. The buyer then controls a company that still owes money to the seller. That point belongs in the price calculation, not in a footnote after signing.

Seller warranties, indemnities and a retained portion of the purchase price can allocate this risk, but they do not turn an old company into a new one. They are only useful if the agreement clearly covers the issue and the seller will still be able to pay a claim later.

When an apartment sale is usually the cleaner route

An asset sale is normally the starting point when the buyer wants the property rather than a corporate vehicle. It is especially suitable where the company has conducted other business, holds more than one asset, has an unclear history or is being retained by the seller for another purpose.

The buyer can focus on a defined set of issues: title, the company’s authority to sell, encumbrances, property arrears, tenancy and the payment-to-registration sequence. The seller company’s background still matters if it could block or challenge the transfer, but the buyer does not own that background after completion.

Direct ownership may also make a later resale easier because the next buyer will not first have to accept a company created by someone else. For a foreign purchaser, an apartment-level transfer may be the natural route where the unit has an eligible strata title and can lawfully be registered to that buyer under the building’s foreign-ownership position.

The seller still has two separate tasks. First, the title transfer must be completed with the correct tax and registration steps. Second, the sale proceeds belong to the company when received. They do not automatically become the shareholder’s personal funds. Repaying a shareholder loan, declaring a dividend, reducing capital, reinvesting or liquidating the company can produce different results. The seller’s true net proceeds can only be calculated after the exit of cash from the company has been mapped.

When a share sale can make commercial sense

A share sale is more credible when the company is a genuine single-property vehicle: it owns the apartment, has no unrelated operations, no employees, no unexplained liabilities and no long gaps in its accounting or tax compliance. The buyer should positively want the company rather than accept it because the seller refuses to transfer the apartment.

It can be useful where the buyer needs company-held arrangements that would be awkward to replace individually. The company may be the landlord under a long lease, for example, or it may have financing that the buyer intends to maintain. Every contract still needs to be read. A change of control can require bank consent, counterparty notice or refreshed compliance information. A bank account should not be treated as automatically usable after the owners, directors or authorised signatories change.

Before taking this route, five points must be clear: who owns the shares, what sits inside the company, which liabilities will remain at completion, how the price adjusts for cash and debt, and whether the company will remain legally entitled to own the apartment after the shareholder change.

A share sale is rarely just a contract and a handover of the company seal. The transfer must be reflected in corporate records and the Ministry of Commerce register, processed for stamp duty and followed by taxpayer-information updates. Directors, beneficial owners, bank mandates, the registered office and the person responsible for compliance may also need to change.

Why the tax headline can be misleading

A seller may compare apartment transfer tax with one low share-transfer rate and conclude that the share sale must be cheaper. In Cambodia, that conclusion can fail before any wider tax analysis begins.

As of July 2026, the General Department of Taxation’s official FAQ states that share transfers generally attract 0.1% stamp duty, but the rate becomes 4% where the company is treated as a property company because property represents more than 50% of its total assets. A company established to hold one apartment may fall directly within that test. “Shares are always taxed at 0.1%” is therefore not a safe basis for choosing the transaction.

The parties also need to compare different cash paths. In an apartment sale, the company receives the proceeds, so the analysis includes the company’s tax position and the later extraction of cash by the shareholder. In a share sale, the shareholder receives the price, but stamp duty, capital gains or income tax may arise depending on the seller and the rules in force. Company debt, cash balances, shareholder loans, professional costs, price retention and a buyer’s discount for inherited risk all affect the final result.

A transaction with the lower headline rate can leave the seller worse off. The buyer may reduce the price for uncertain company history or retain part of the consideration until tax matters are resolved. The proper comparison is the seller’s net cash and the buyer’s total exposure under each route, not one percentage printed in a proposal.

A useful tax comparison should show, for both structures, who the seller is, what is being taxed, the tax base, the filing and payment responsibility, transaction costs and how the seller ultimately receives the money personally. The assumptions should be dated and written down because rates, incentives and administrative treatment can change.

A practical way to choose before marketing the property

There is no need to start with a full corporate data room. Begin with a short set of records that shows whether both routes are genuinely available:

1. The apartment title and a current confirmation of the registered owner.
2. A recent company extract, articles, shareholder information and director details.
3. A concise summary of tax status and any overdue filings or open audit.
4. Bank balances, bank debt, security and shareholder loans.
5. The current lease, tenant deposit and apartment management arrears.
6. Any other assets, contracts, staff, disputes or obligations.

The seller and buyer can then compare two short closing scenarios rather than forcing the deal into a preselected structure. Each scenario should state what transfers, which conditions must be satisfied, what debt is cleared, who pays each tax and cost, the seller’s net proceeds and what the buyer owns on the day after completion.

The buyer’s core questions are straightforward: will I own the apartment directly or only control its owner; what liabilities remain inside the company; why is the seller proposing this route; will the ownership structure remain legal after the shareholder change; what happens to debt, cash, the tenant deposit and shareholder loans; and how easy will the eventual resale be?

Warning signs include a guaranteed promise to avoid 4% stamp duty, refusal to produce tax or corporate records, unrelated activities inside the company, unexplained owner loans, a mismatch between the title owner and the company being sold, or the claim that a share transfer wipes the company’s history clean.

For one clean apartment, a direct transfer of the property is usually the sensible baseline. A share sale should be treated as the purchase of an existing company, not as a cleverer version of the same apartment sale. The right structure is the one that leaves the buyer knowing exactly what was acquired and the seller knowing the true net proceeds without hidden obligations trailing behind.