NovHow to vet a developer in Cambodia before buying an apartment
> Important. This material is for general educational purposes and is not legal, technical or financial advice. Licence, document and procedure requirements change and depend on the specific project — confirm the current position with a qualified professional (a lawyer) immediately before the deal.
Due diligence on a Cambodian property developer should answer five specific questions: does the legal entity exist, is it authorised to develop and sell this particular project, does it control the land, is the construction legally permitted, and does the company have a credible structure for completing the building and transferring the promised unit.
A registered company, an impressive sales office and industry awards do not prove that the developer may sell off-plan apartments. A qualifying co-owned building project requires the relevant Type 2 development licence or permit. The land title, construction permit, mortgages, payment account and Sale and Purchase Agreement must be checked separately.
No licence guarantees completion on time. It confirms that a regulatory process has been followed, but the buyer still takes the performance risk of the specific company and project.
The main layers of developer due diligence
| Layer | What it establishes | Risk being tested |
|---|---|---|
| Company | Who legally sells the unit | Non-existent or unrelated seller |
| Development licence | Whether the project may conduct sales | Unlicensed development activity |
| Land | Who owns or controls the site | Loss of control over the project land |
| Construction approval | Whether the building is authorised | Suspension or redesign risk |
| Finance and track record | Whether completion is credible | Delay or non-completion |
| SPA and payment account | How the buyer's money and rights are protected | Loss of funds after default |
A positive result at one level does not cure a failure at another. A company may be properly incorporated yet lack a valid licence for the project.
Step 1. Identify the exact legal seller
The brand name used in advertising is often different from the legal company that signs the SPA. A development may be marketed under a group brand while the contract is entered into by a separate project company.
The Ministry of Commerce business-registration system should be used to check:
- full registered name;
- registration number;
- date of incorporation;
- current status;
- registered address;
- directors and authorised representatives;
- recorded corporate changes.
The transaction documents should explain the connection between the seller, landowner and payment recipient.
| Mismatch | Evidence to request |
|---|---|
| Brand differs from seller | Group structure and corporate documents |
| Land belongs to another entity | Land-use agreement or development right |
| Representative signs the SPA | Power of attorney or board resolution |
| Another company receives payment | Written confirmation that payment discharges the SPA |
Registration with the Ministry of Commerce proves only that the company exists. It does not prove that it owns the land, has a development licence, is solvent or has no disputes.
Check the annual declaration and registered securities holders
Article 7 of Cambodia's Law on Commercial Enterprises requires every company to file an annual declaration with the Ministry of Commerce. Before any non-refundable payment, request evidence of the latest filing and a recent company extract, then reconcile the legal name, registered office, directors and ownership information with the SPA, project licence and documents supporting the right to use the land.
Articles 109 and 170 require the company to maintain corporate records and a securities register showing registered holders, the number of securities held and the dates and particulars of issues and transfers. A practical evidence pack is a certified current extract from that register together with a signed ownership chart for the SPA seller, licensed developer and landowner, reconciled against filed corporate information.
The securities register identifies registered holders; it does not by itself establish every ultimate beneficial owner. A late annual declaration or an inconsistency between the register, group chart and project documents is not proof of fraud or insolvency, but it is an unresolved condition that should be cleared with documents before payment.
Step 2. Check the development licence or permit
Cambodia's real estate development business has been regulated under Sub-Decree No. 50 since 2023, with licensing and permit procedures set out in Prakas No. 047.
Condominium developments fall within the co-owned building development category.
Projects with between 3 and 30 units generally require a permit from the relevant Capital or Provincial Department of Economy and Finance. Projects with more than 30 units require a licence from the Real Estate Business and Pawnshop Regulator, or RPR.
Type 1 and Type 2 authorisation
| Type | When used | Practical meaning |
|---|---|---|
| Type 1 | Construction is completed before sales | Sale of a completed development |
| Type 2 | Construction and sales proceed at the same time | Off-plan development and sales |
An off-plan condominium that accepts buyer payments during construction should have a current Type 2 licence or permit.
Check:
- licensed company;
- project name and address;
- licence or permit type;
- number of approved units;
- issue date;
- validity period;
- issuing authority;
- latest renewal;
- whether the authorisation has been suspended or amended.
Under Prakas No. 047, the licence or permit is renewed annually until the project is completed. An old certificate without evidence of current renewal is not sufficient.
Changes to the company, shareholders, directors, project name or building type may require prior regulatory approval.
What a Type 2 licence says about the financial structure
A Type 2 developer licence is subject to regulatory capital and guarantee requirements. The rules provide for minimum capital of at least 20% of construction cost and a business guarantee of at least 2% of the construction cost or relevant phase, usually through a deposit or bank guarantee.
The developer must also open a real estate development account with a Cambodian commercial bank and submit a business plan.
These requirements are useful regulatory filters, but they are not insurance for the buyer.
The business guarantee:
- does not equal the total project cost;
- does not automatically reimburse every buyer;
- does not guarantee an immediate refund;
- is administered under the regulatory framework;
- may be frozen or applied following breaches.
A buyer should verify the current licence and payment structure but should not treat the 2% guarantee as proof that the project cannot fail.
Step 3. Check the land
If the developer does not control the site, or if the land is mortgaged without a clear unit-release mechanism, the future title may be at risk.
An independent Cambodian lawyer should investigate:
- type of master title;
- registered owner;
- parcel number and boundaries;
- whether the title corresponds to the actual site;
- mortgages and security interests;
- long-term leases;
- easements;
- court restrictions or disputes;
- the developer's legal right to use the land.
Official cadastral services can provide information about registered interests, but the documents should be obtained and interpreted by a local professional.
Where the land belongs to another group company
This is not automatically a problem. A parent company or dedicated landholding entity may own the site.
The buyer should establish:
- The legal basis on which the developer builds and sells.
- Whether the landowner can terminate that right.
- Whether the landowner has signed the necessary project and title documents.
- What happens if the companies dispute or separate.
- Whether the land can be converted into a co-owned parcel.
- Which entity is liable to the buyer.
The phrase “it is all one group” is not a legal explanation.
Where the land is mortgaged
A mortgage does not automatically make a project unsafe. Bank financing is common. The key question is how the buyer's unit will be released from the lender's security.
Check:
- identity of the lender;
- assets covered by the mortgage;
- lender consent to sales;
- partial-release procedure;
- amount or milestone required for unit release;
- timing of a clean strata title;
- treatment of buyer payments if the developer defaults.
If the release mechanism is not disclosed, paying a large portion of the price creates additional risk.
Search for secured obligations beyond the land title
A land-title search and a search of the Secured Transactions Filing Office answer different questions. The official SETFO system records notices of security interests in movable property. Counsel should search the exact legal names of the SPA seller, licensed developer and any company that receives project funds or owns material project assets.
Keep a dated search result and reconcile every notice found with the project's financing documents. A filing is not evidence of default and may reflect ordinary financing. The concern is an undisclosed security interest, a very broad collateral description or an inability to explain how creditor rights affect assets and cash flows needed to complete the development.
SETFO does not replace cadastral due diligence. Security over land is registered under the separate land-law system, so a clean result in either registry cannot be presented as proof that every form of encumbrance has been excluded.
Step 4. Check the construction permit
The development licence and construction permit are separate.
The RPR licence authorises development business and sales. The construction permit authorises the physical construction of the specific building according to approved parameters.
Verify:
- issuing authority;
- site address and parcel;
- named project owner;
- approved height and number of floors;
- authorised use;
- approved floor area;
- issue date and validity;
- approved plans;
- later amendments.
A rendering of a 35-storey tower is not evidence if the permit covers a different design.
Cambodia introduced a more structured workflow for construction permits and occupancy certificates in 2026. That may improve administration, but it does not replace checking the actual document for the specific project.
Additional approvals
Depending on scale, height, location and use, a development may also require:
Verify the builder, site-opening permit and certification of works
Cambodia's 2019 Law on Construction separates the approval for the building from the credentials and controls governing the people carrying out the work. Articles 36, 38 and 41 require a licensed or permitted builder, a prior permit to open the construction site where the works require a permit, and checking and certification of active works by a licensed or permitted certifier.
Request the builder's licence or permit, the construction-site opening permit, evidence of the certifier's authority and the latest report or certificate. Each item should match the project, parcel, approved design documentation, date and current stage of works; a developer letter saying construction is on programme is not a substitute for these records.
Articles 65 and 66 prevent a builder from certifying its own work and disqualify a certifier who is connected to the construction owner as a shareholder, employee, close relative or person with a financial interest in the project. An internal engineer's report can be useful management evidence, but it is not a replacement for the independent certification contemplated by the law.
- environmental assessment;
- fire-safety approvals;
- engineering certifications;
- parking compliance;
- utility and infrastructure approvals.
A qualified adviser should confirm that the material approvals belong to the same project, remain valid and correspond to the building actually under construction.
Check construction-site liability insurance
Articles 72–75 of the Law on Construction establish site-liability insurance for the types and sizes of construction subject to the requirement. The policy is intended to cover harm to workers and third parties caused by construction operations. Where a main contractor appoints subcontractors, its policy is to cover their operations; where the owner contracts separately with multiple contractors, each contractor needs separate cover, and a real estate developer is to contract directly with the insurer for the development project.
Request the insurance certificate or policy schedule showing the insurer, named project, insured parties, policy period and coverage of the contractors currently working on site. Following a change of main contractor or a material change in the work package, obtain evidence that the cover has been updated and still applies to the active site.
This policy addresses statutory risks of damage, property loss, injury, disability or death caused by construction work. It is not completion insurance, a performance guarantee, escrow or an undertaking to refund apartment buyers following delay or insolvency.
A document in Khmer without translation or legal explanation is not a complete due-diligence result for a foreign buyer.
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Contact usTelegramStep 5. Check the occupancy certificate
A construction permit allows the building to be constructed. A Certificate of Occupancy confirms that a completed building may be legally used.
For a completed condominium, verify:
- whether the certificate has been issued;
- whether it covers the whole building;
- whether the approved use matches the marketed use;
- whether conditions remain outstanding;
- whether inspection requirements have been satisfied;
- whether lawful occupation is permitted.
Keys, residents and a staffed reception desk do not replace the certificate.
For an off-plan project, the SPA should state which party obtains the occupancy certificate, when it is expected and whether handover depends on it.
Step 6. Confirm that individual strata title can be issued
A developer may have a registered company, a development licence and a construction permit, yet the buyer still needs evidence that the selected private unit can receive an individual title.
Check:
- whether the land can be constituted as a co-owned parcel;
- how private and common areas are defined;
- available foreign ownership quota;
- whether the unit is above the ground floor;
- the seller's obligation to obtain the Certificate of Ownership of Private Unit;
- filing and registration deadlines;
- remedies if title cannot be issued.
The relevant question is not whether Cambodian law recognises strata title in general. It is whether this project and this unit can satisfy the requirements.
Step 7. Verify the developer's track record
A list of logos on a website is not a track record. For each completed project, establish:
- the legal developer;
- promised and actual handover dates;
- whether individual titles were issued;
- whether title registration was delayed;
- whether final quality matched the specification;
- how the building is managed;
- how service charges changed;
- whether serious defects emerged;
- whether a genuine resale market exists.
The most useful inspection is often not a new showroom but a building that has been occupied for three to five years. Lifts, façades, waterproofing, drainage and common areas reveal the durability of the construction and management.
Questions to ask existing owners
- How late was handover?
- Were unexpected charges imposed?
- How were defects handled?
- When was title issued?
- Would the owner buy from the same developer again?
One negative review proves little. Repeated complaints about the same issue are more significant.
Step 8. Assess the developer's ability to finish the project
Private companies may not publish detailed financial statements. However, the regulatory framework requires licensed developers to submit annual audited financial reports to the RPR.
The buyer can still ask for information on:
- project financing structure;
- developer equity contribution;
- lending bank;
- current construction completion;
- main contractor;
- work programme;
- number of units sold;
- dependence on future buyer instalments.
The absence of bank debt is not always a strength, and the presence of a major lender is not a guarantee. The main concern is a project that relies almost entirely on continuing pre-sales to fund construction.
Read the auditor's report, not just its cover
The existence of audited financial statements does not answer whether a particular project can be completed. Ask an independent accountant to identify the reporting period, auditor, type of opinion, any basis for a modified opinion and the going-concern conclusions. ISA 705 addresses how a modified opinion affects the auditor's report, while ISA 570 addresses the auditor's responsibilities relating to going concern and the reporting implications.
Where the statements claim compliance with IFRS, review the cash-flow statement under IAS 7 and the related-party notes under IAS 24. A buyer needs to understand the sources of operating and financing cash flows, loans and commitments between group entities, and whether the statements belong to the SPA seller rather than only to a stronger parent or consolidated group.
The output should not be a tick saying that an audit exists. It should be a short action memo identifying further evidence, an SPA condition, a payment that should be deferred or an unresolved risk that justifies rejecting the transaction. An unmodified audit opinion is not a guarantee that the specific development will be completed.
Monitoring construction progress
Updates should show measurable progress rather than repeated marketing images.
Useful evidence includes:
- completed structural floors;
- façade installation;
- mechanical and electrical systems;
- internal finishing;
- lifts;
- utility connections;
- landscaping and external works.
| Observation | Possible risk |
|---|---|
| No visible progress for several months | Funding or contractor problem |
| Only the façade is shown | Internal systems may be delayed |
| Very few workers on site | Programme requires investigation |
| Handover is near but finishing has not begun | Delay is likely |
| Old photographs are reused | Weak transparency or stalled work |
An engineer or independent representative is more useful than a sales manager for assessing progress.
Step 9. Compare the SPA with the licence and marketing
Sub-Decree No. 50 requires the SPA to cover core matters such as the parties, project, location, unit size, construction period, transfer of rights, liability and materials.
The presence of those sections does not make the contract balanced.
Check:
- whether the seller matches the licensed entity;
- exact unit identification;
- area and price-adjustment mechanism;
- completion and long-stop date;
- consequences of delay;
- limits on design changes;
- defect procedure;
- strata-title deadline;
- termination and refund process;
- assignment rights;
- GRR or buyback terms.
A famous developer does not compensate for a contract that permits indefinite extensions or allows the seller to retain most buyer payments after minor default.
Step 10. Verify the development account
The regulatory framework provides for a real estate development account for payments under the SPA or lease.
Confirm:
- account holder;
- relationship with the seller;
- bank and currency;
- official invoice;
- payment reference;
- treatment of funds under the SPA;
- seller receipt and account statement after payment.
A request to pay a director, agent or employee personally is a major warning sign.
If another group company receives the money, the SPA should state clearly that payment to that account fully satisfies the buyer's obligation.
Checking the agent is not enough
A real estate agency may require its own licence, but a licensed agent does not guarantee:
- the developer's land rights;
- a valid project licence;
- financial stability;
- completion of construction;
- performance of the SPA.
The agent can coordinate documents and communication. The buyer's legal opinion should come from an independent adviser who does not depend on the sale commission.
Remote due diligence
| Task | Appropriate person |
|---|---|
| Registry, title and licence review | Independent Cambodian lawyer |
| Site and completed-building inspection | Engineer or local representative |
| Financial model | Buyer or financial adviser |
| SPA and schedules | Buyer's lawyer |
| Bank details and payments | Buyer and the relevant banks |
A useful due-diligence report should identify the documents reviewed, dates, unresolved risks, missing evidence and conditions that must be satisfied before payment.
A statement that “everything has been checked” is not a report.
Red flags
Stop or postpone the purchase if:
- the company exists only as a marketing brand;
- the seller has no documented connection to the landowner;
- the Type 2 licence or permit is missing;
- the licence has expired;
- the document relates to another project;
- the construction permit does not match the marketed building;
- the land is mortgaged without a unit-release mechanism;
- payment is requested to a personal account;
- the master title is withheld;
- previous projects did not receive titles;
- construction progress conflicts with reports;
- the SPA has no long-stop date;
- refunds have no deadline;
- GRR exists only in a brochure;
- independent review is discouraged or prohibited.
Core document list
Before a non-refundable reservation, request:
- Corporate registration documents of the seller.
- Current Type 2 licence or development permit.
- Latest renewal.
- Master land title.
- Mortgage and encumbrance information.
- Evidence of the developer's control over the site.
- Construction permit.
- Approved project parameters.
- Occupancy certificate for a completed building.
- SPA and all schedules.
- Construction programme.
- Development-account details.
- Evidence of completed projects.
- Main contractor information.
- Plan and timing for strata-title registration.
A missing document should be linked to a condition: what must be obtained before reservation, first payment, handover or final payment.
Turning due diligence into a decision
| Risk level | Example | Appropriate response |
|---|---|---|
| Low | Updated translation is missing | Obtain before signing |
| Medium | Land is mortgaged but a release process exists | Record the release obligation in the SPA |
| High | No licence or no documented land control | Do not pay |
Due diligence should lead to action: requesting evidence, amending the SPA, delaying payment, renegotiating price or declining the purchase.
Conclusion
Checking a Cambodian developer is not a search for online reviews or a count of completed towers. It is a review of the legal, financial and contractual chain of the specific project.
For an off-plan condominium, the critical documents include a current Type 2 licence or permit, corporate registration, control over the land, a matching construction permit, a workable treatment of mortgages, the correct development account, measurable progress and an SPA with clear remedies.
A licence reduces regulatory risk but does not guarantee timing or quality. A master title proves the land position but does not guarantee an individual strata title. Completed projects demonstrate experience only after actual completion dates, title issuance and building condition have been checked.
The guiding principle is that payment should follow documentary confirmation that this company has the right and practical ability to build, sell and transfer this particular unit.
This article is for general information only and is not a substitute for individual legal, technical or financial due diligence. Licences, titles, permits and corporate records should be checked immediately before the transaction.
To obtain a specific to the project document list and preliminary developer review for a Phnom Penh unit, contact NovAsia Estate with the project name and unit number.
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Find a propertyTelegramSources
- Royal Government of Cambodia — Sub-Decree No. 50 on the Management of Real Estate Development Business, 2 March 2023.
- Non-Banking Financial Services Authority — Prakas No. 047 on Rules and Procedures for Granting Real Estate Development Business Licences and Permits, 26 September 2023.
- Ministry of Commerce of Cambodia — official Business Registration system, checked 23 June 2026.
- Ministry of Land Management, Urban Planning and Construction — cadastral and construction services and 2026 guidance on construction permits and occupancy certificates.
- Law on Construction 2019 and related rules on construction permits and Certificates of Occupancy.
Frequently asked
How do I check a developer's reliability in Cambodia?
Verify the company's licence and registration, confirm it holds construction and pre-sale permits (including the right to issue strata title), review its portfolio of completed projects, and study the contract terms. For an off-plan purchase the key risk is timing and the developer's obligations, so the track record matters more than a polished render.
What is a pre-sale permit in Cambodia?
It is the document that lets a developer sell units during construction. Without it, sales may be premature. Before reserving a unit, make sure the project holds the required permits, not just marketing materials.
Can I vet a developer remotely?
Yes. Documents, licences and the track record can be requested and checked remotely, while the site visit and meeting are handled by a trusted representative on the ground. This is standard practice for a remote purchase.