A landed borey held through a company — fixable, with the right paperwork
A buyer wanted a landed borey on the Phnom Penh fringe via a land-holding company. The structure was workable, but the cheap version on offer wasn’t. Here’s what we’d fix before proceeding.
Red flags
- Off-the-shelf company structure with no protective shareholder agreements.
- No charge/mortgage registered to protect the foreign shareholder’s economic interest.
- Local lawyer was introduced — and paid — by the seller.
What we checked
- Reviewed the proposed shareholding and control terms.
- Checked for security protecting the foreign party (charge, loan agreement, powers).
- Insisted on independent buyer-side legal representation.
Land can’t be foreign-owned directly, so a landed purchase means a structure — and a land-holding company is a legitimate one when it’s properly papered. The deal we looked at was the opposite: an off-the-shelf company, majority Cambodian-held as required, but with none of the protections that make the arrangement safe for the foreign buyer.
The fixes were specific and non-negotiable: shareholder and control agreements that actually hold, security registered to protect the foreign party’s economic interest, and — critically — an independent lawyer acting for the buyer, not the one the seller introduced. With those in place the structure stood up. The buyer proceeded; without them, this is exactly the kind of “company route” that turns into a horror story.
Worth weighing against a registered long lease or, increasingly, a regulated trust — sometimes the simpler structure is the safer one.
Review by Research Cambodia · 2026
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