Freehold vs leasehold in Cambodia for foreign buyers

In Cambodia, “Can I buy this property?” and “What will be registered in my name?” are not the same question. A foreign buyer can pay for a condo, a villa or a long-term interest in land, but those deals may produce very different legal rights. The ownership structure should be understood before the price, yield or payment plan starts to matter.

For a foreign individual who wants registered ownership in their own name, the clearest route is a private unit in a legally registered co-owned building with a strata title. That is real ownership of the unit, not simply a long lease. It comes with two major limits, however: the unit cannot be on the ground or underground level, and the building must still have room within its foreign-ownership quota.

Land sits under a different rule. Cambodia’s Constitution and Land Law reserve land ownership to Cambodian nationals and Cambodian legal entities. A foreigner may therefore encounter leasehold, a Cambodian company or a nominee arrangement when looking at land, villas or ground-floor premises. Those structures do not give the same legal position as a land title registered personally to the foreign buyer.

This page is about that distinction. It is not a step-by-step conveyancing guide and it is not individual legal advice. The title, building status, foreign quota and any land-holding structure still need to be checked for the specific property by Cambodian counsel at the time of the transaction.

Strata title is the part of Cambodia’s property system that makes direct foreign condo ownership possible. The 2010 foreign-ownership law allows a legally qualified foreigner to own a private unit in a co-owned building. Once properly registered, the foreign owner holds the private unit in their own name and may use the common areas, but the land parcel beneath the building does not become foreign-owned.

The floor rule is easy to misread because different countries number floors differently. The statute excludes the ground floor and all underground floors, while allowing foreign ownership from the first floor above ground level upward. A sales plan that labels a level “first floor” is therefore not enough; the actual physical level and cadastral description are what matter.

The 70% rule is also more precise than most sales material suggests. Sub-Decree No. 82 caps foreign ownership at 70% of the total surface area of all private units in a co-owned building. It is not a headcount of owners and not a simple number-of-units test. A building with many small foreign-owned studios can have a different quota position from one with fewer, much larger foreign-owned apartments.

There is a further location restriction in the 2010 law for co-owned buildings within 30 kilometres of Cambodia’s land borders, subject to stated exceptions such as certain special economic zones and important urban areas. That issue is rarely relevant to a central Phnom Penh condo, but it can matter for a border-area development. The floor and quota rules were rechecked on 20 August 2026; project eligibility and remaining quota still need property-specific verification.

“Hard title” and “soft title” are widely used in Cambodia, but they are market shorthand rather than two equivalent statutory ownership products. A hard title generally refers to ownership recorded in the national cadastral system. A soft title usually refers to locally recognised evidence of possession or a possessory right that has not reached the same level of national title registration.

That distinction is not cosmetic. Article 40 of the Land Law says a title of possession is evidence of possession, but is not by itself an indisputable title of ownership. Possessory rights can have legal value and can be transferred, yet a dispute may require the authorities or a court to look beyond the document itself.

For a foreign condo buyer, the practical question is even narrower: will there be a registered title to the private unit? A developer saying “soft title now, hard title later” does not answer whether the building is legally capable of strata titling, whether the selected unit is foreign-eligible or when the transfer into the buyer’s name is actually required under the contract.

The project’s underlying land title matters as well, even though the foreign condo owner does not personally acquire that land. The legal status of the land, the co-owned building registration and the individual unit title need to fit together. The labels “hard” and “soft” are useful conversation starters, but they should never replace review of the actual title and cadastral record.

The land restriction is constitutional, not a developer preference. Article 44 of the Constitution and the Land Law reserve Cambodian land ownership to Cambodian nationals and Cambodian legal entities. A foreigner can own an eligible strata unit without acquiring personal ownership of the parcel under the building.

Ground-floor units are treated separately by the 2010 foreign-ownership law. A foreigner cannot own a private unit on the ground or underground floors. If a ground-floor commercial unit is being marketed as “foreign freehold,” the first question is not whether the price is attractive; it is what registrable right the seller is actually offering.

Villas create a similar source of confusion. A brochure may describe the deal as “ownership” while the legal package is a long-term land lease, a lease of both land and building, or shares in a company that holds the land. Any of those may be commercially workable in the right case, but they should be valued and risk-assessed for what they are, not as if the buyer were receiving a personal freehold land title.

A useful test is to strip the sales language away and ask what remains if the relationship with the developer, landowner, local shareholder or nominee breaks down. Which right is registered, in whose name, and against whom can it be enforced? That answer usually reveals more than the label attached to the structure.

A long-term lease is a lawful way for a foreigner to secure use of Cambodian immovable property without owning the land. The Civil Code calls a lease of at least 15 years a perpetual lease. One term cannot exceed 50 years, and a renewed term is also limited to 50 years. Those statutory limits were checked on 20 August 2026.

The headline term is only part of the protection. A perpetual lease must be in writing. Registration is crucial if the lessee wants to assert the right against third parties, including a later transferee of the underlying property. That difference matters far more than whether the sales brochure describes the lease as “secure” or “long term.”

A formula such as “50 + 50” should therefore be unpacked rather than accepted as shorthand for a century of guaranteed control. The contract should show whether renewal is already an enforceable obligation, an option subject to conditions, or simply something the parties expect to negotiate later. Rent resets, default provisions, assignment, inheritance, subleasing and existing encumbrances on the land can all change the practical value of the lease.

For a villa, there is another end-of-term issue: improvements and buildings. The Civil Code allows the lessor to acquire improvements and structures on expiry without compensation unless the parties validly agree otherwise; a special arrangement may need registration to bind third parties. That makes the land lease a core asset document, not an administrative attachment to the villa purchase.

A Cambodian company can own land, but that statement has a statutory condition attached to it. Under Article 9 of the Land Law, a company registered in Cambodia may own land when 51% or more of its shares are held by Cambodian nationals or Cambodian legal entities. The land belongs to the company. A foreign investor holding a minority shareholding does not personally become the registered owner of the land.

That is why the familiar “49/51 company” phrase can be misleading when it is sold as if it produced 100% foreign land ownership. It does not. Corporate control must be analysed through the company’s articles, voting rights and applicable law. The Land Law expressly says private shareholder agreements that conflict with the ownership percentages recorded in the articles are null and void.

A nominee arrangement goes one step further away from direct title. If an individual or entity holds the land for the foreign buyer’s benefit, the legal owner is still the person or entity on the register. Death, debt, family claims, a sale, a shareholder dispute or a challenge to the arrangement can expose how much of the buyer’s “control” existed only contractually.

None of this means that every Cambodian company with foreign shareholders is improper. Genuine businesses use companies because they are businesses. The risk appears when the corporate or nominee layer exists mainly to disguise a result that the land-ownership rules do not permit directly. That is the point at which independent Cambodian counsel should test the structure, rather than simply documenting what the sales side has proposed.

Title verification is not the same as receiving a photo of a certificate from the sales agent. The buyer needs to match the named right-holder, the type of right, the cadastral description and the actual property being sold. For a condo, the building’s co-ownership status and the existence, or legal path to issuance, of an individual private-unit title are central.

Foreign quota needs its own check. Because the statutory cap is based on private-unit surface area, a simple spreadsheet showing how many foreign buyers have reserved apartments is not enough. Counsel should verify the building-level calculation using the relevant registered or registrable unit areas and confirm that the proposed transfer still fits within the cap.

If the deal depends on land, verification moves to the underlying title, registered owner and encumbrances before the lease or company structure is assessed. A lease review should cover registration, term, renewal and end-of-term consequences. A company review should establish what the foreign buyer actually owns and whether the governance documents match the commercial story.

The full due-diligence workflow belongs on the dedicated Cambodia property due-diligence page rather than being duplicated here. For a live transaction, Cambodian counsel should verify the current documents and rules as of signing. This page explains the ownership framework; it cannot certify a specific property.