Cambodia's Capital Markets in 2026: New Rules, New Listings and a Futures Market on the Horizon

What changed on tax for securities investors?

Prakas No. 133 MEF.PrK (5 February 2026) on tax exemption on capital gains for products in the securities sector exempts from CGT the securities products covered by Sub-Decree No. 39 of 14 March 2025 on tax incentives in the securities sector. Law-firm and tax-adviser summaries describe this as covering government securities, bonds and equity securities approved by the SERC, for both resident and non-resident public investors. CGT on other securities products is reported as postponed until further regulation.

MEF Notification No. 007 (21 July 2026) on tax incentives for investment in government securities issued in 2026 provides distinct fiscal relief for sovereign paper:

What it means: For foreign portfolio investors, the after-tax yield on Cambodian government paper has improved, especially through the lower 7% non-resident withholding rate. Investors should still check whether a double tax agreement gives a better rate, and how the instrument's issue year affects eligibility. For issuers, the CGT exemption on listed equity and bonds removes a long-standing deterrent to secondary trading. That matters for liquidity and therefore for valuation at IPO.

What new licensing rules has the SERC issued?

The SERC has actively expanded its regulatory perimeter across market intermediaries and fintech operators in 2026:

• Securities introducing agents (Prakas No. 040, 12 May 2026): No person may act as, or hold themselves out as, a securities introducing agent without a SERC permit. Both individuals and legal entities may apply. Agents are limited to referrals and approved promotion. They may not give advice, handle or execute orders, or hold client assets. The securities firms and other licensed institutions that appoint them ('parent companies') carry supervisory and reporting duties. Initial permits are reported to last two years and renewals three years. Issuance-related activities are outside the scope.
• Digital asset businesses (Prakas No. 093, 30 December 2025): The Prakas was issued by the Non-Bank Financial Services Authority and brought into effect by SERC Notification No. 083/25 (31 December 2025). It creates a SERC licence for Digital Asset Service Providers (DASPs) and digital asset agents for investment-purpose activity, excluding use of digital assets as a means of payment. Only applicants that have completed the SERC FinTech regulatory sandbox may apply. The licence is reported to last two years, with three-year renewals if the renewal is filed at least 60 days before expiry. Minimum capital, governance and personnel requirements apply.
• SERC–NBC Joint Statement on virtual assets (23 September 2026): Commercial banks need prior NBC authorisation to offer virtual-asset services, while other entities need a SERC licence. Licensed and authorised providers become reporting entities under the Cambodia Financial Intelligence Unit's AML/CFT regime. Pure infrastructure providers, such as cloud or transaction-broadcasting services, are excluded unless they directly provide trading, investment or payment services. The SERC has also published a work plan for drafting a Law on the Management of Virtual Assets/Digital Assets (September 2026).

Commercial implications: Foreign brokers and fund platforms that rely on local referral networks, including bank branches, fintech apps and finfluencer-style marketing, need to bring those arrangements into the permit regime. They should also review distribution agreements, commission structures and marketing approvals. Parent firms should treat agent conduct as their own regulatory risk. For digital asset platforms, regional exchanges serving Cambodian users now have a defined, and narrow, entry path: the sandbox first, then a licence. Unlicensed offshore access carries growing enforcement and AML risk. Banks considering custody or crypto-linked products must go through the NBC rather than the SERC.

Which new products are coming?

Cambodia's capital markets are preparing for structural diversification across three major product categories:

• A futures market (draft prakas, stakeholder meeting 1 October 2026): The SERC consulted on a draft Prakas on the Approval and Management of Operations in a Future[s] Market. Attendees included the CSX, the Agricultural and Rural Development Bank, Alpha Group Co., Ltd., securities firms, auditors, cash settlement agents, custodians and fund managers. The text has not been published, and no adoption was announced. The attendee list points to an approval regime covering the market operator and supporting infrastructure, including clearing, settlement and custody. Agricultural-sector participation suggests commodity contracts may be in view.
• Infrastructure debt securities and sustainability disclosure: On 14 August 2026, the SERC held a workshop in Siem Reap on the Prakas on the Offering of Infrastructure Debt Securities and a Guideline on Sustainability Disclosure for listed entities. Project companies, including energy, transport and PPP sponsors, may gain a dedicated bond route for long-tenor local-currency funding. Listed companies should expect sustainability reporting to become a disclosure expectation and plan data collection now.
• Telecommunications offerings: On 2 April 2026, the SERC held a workshop on implementing a Joint Prakas on Requirements for Telecommunication Companies Conducting Public Offerings of Securities. Telecom operators considering an IPO or bond issue should obtain the text and coordinate TRC approval for share changes under the Law on Telecommunications.

What happened on the CSX?

The Cambodia Securities Exchange recorded significant listing milestones and retail participation growth during 2026:

• Daun Penh Agrico (21 January 2026): Listing ceremony at the CSX, reported by the Phnom Penh Post as a bond listing. It took the CSX to 27 listed companies (12 equity, 15 debt) and about US$703 million raised.
• LOLC (Cambodia) Plc sustainability bond (listed 10 September 2026): KHR 80 billion (about US$20 million). The five-year bond carries a 5.75% annual coupon paid semi-annually and is rated khAAA. It is the first corporate bond guaranteed by the Credit Guarantee Corporation of Cambodia (CGCC). The SERC approved the KHR 200 billion offering on 22 June 2026, and the CSX gave in-principle approval on 21 May 2026. The guaranteed tranche was fully subscribed by institutional investors. The senior unsecured tranche was postponed to a later phase. Proceeds are reported as roughly 20% environmental and 80% social. Yuanta Securities (Cambodia) acted as lead manager.
• Borey Vimean Samnang Plc IPO: The SERC approved the IPO on 22 June 2026. The company offered 33.5 million shares at KHR 1,200 (US$0.30), about US$10.05 million, with Campu Securities as principal adviser and underwriter. It is the first property developer (borey) to seek a CSX equity listing and would be the 13th equity listing. Subscription ran from 2 July and was extended with SERC approval (announcement of 9 September 2026). Disclosures refer to a dividend of 8% per year 'guaranteed for 5 years'.
• Secondary market activity: The CSX reported average daily trading volume of over 230,000 shares in the first eight months of 2026, nearly 150% up on 2025, and about 82,000 trading accounts.

What it means: The LOLC deal sets a template. A CGCC guarantee plus a sustainability label can bring a mid-sized issuer to a AAA local rating and full institutional take-up. Bond issuers that are financial institutions, or that have a credible green or social use of proceeds, should consider this model. The postponed unsecured tranche is a reminder that, without credit enhancement, the domestic institutional investor base is still thin. On equity, a 'guaranteed' dividend is unusual. Investors should review who gives the guarantee, how it is funded and whether it is enforceable, and issuers should consider the disclosure-liability risk such promises create.

What about government securities?

On 9 January 2026, the MEF announced its 2026 government bond programme, issued through competitive auctions on the NBC Platform (NBCP). The ceiling was KHR 2.114 trillion (about US$523–528 million, depending on the source), with maturities from 1 to 15 years.

On 13 August 2026, the MEF suspended further 2026 auctions until further notice after issuance reached about 99% of the ceiling under the 2026 Law on Financial Management. The SERC has said it expects total securities-market mobilisation of about US$2 billion in 2026, and government bonds are planned to trade on the CSX secondary market.

What it means: The domestic sovereign curve out to 15 years gives corporate issuers a pricing benchmark and banks a source of high-quality liquid assets. Foreign investors should note that primary access is through the NBCP, and that the secondary market is still being developed. The 2027 programme ceiling will be set in the 2027 Law on Financial Management.

What about NBC rules?

Beyond operating the NBCP auction platform and co-issuing the 23 September 2026 virtual-asset joint statement, existing NBC rules, such as the 2024 Prakas on Market Risk and the use of government securities as collateral in NBC liquidity operations, continue to shape banks' appetite for bonds. Banks investing in or underwriting securities should confirm their current NBC limits.

What to watch, and what should issuers and investors do now?

Issuers, investment funds, and market intermediaries should align their compliance and transaction strategies with the following eight priorities:

Key takeaways

• Tax: Prakas No. 133 (5 February 2026) exempts covered securities products from CGT. Notification No. 007 (21 July 2026) exempts interest on 2026 government securities from tax on income and halves withholding tax.
• Licensing: Securities introducing agents need a SERC permit (Prakas No. 040, 12 May 2026). DASPs need a SERC licence after the sandbox (Prakas No. 093). Banks offering virtual-asset services need NBC authorisation (Joint Statement of 23 September 2026).
• Products: A futures-market prakas is in draft (consulted on 1 October 2026; text not public). Infrastructure bonds and sustainability disclosure are being rolled out.
• Deals: LOLC's CGCC-guaranteed KHR 80 billion sustainability bond (listed 10 September 2026) and Borey Vimean Samnang's US$10 million IPO, the first borey to seek a listing.
• Sovereign: The 2026 government bond programme (KHR 2.114 trillion) was about 99% issued by 13 August 2026, and auctions are suspended.

How MLV Law Group can help

MLV Law Group advises issuers, investors, securities firms and fintech businesses on Cambodian capital markets law. Our team can assess listing and bond-issuance eligibility, structure equity, debt, sustainability and guaranteed offerings, and prepare disclosure documents and SERC/CSX applications.

We also advise on SERC licensing (securities firms, introducing agents, DASPs and the sandbox), review tax treatment of securities investments, handle continuing-disclosure and governance compliance for listed companies, and represent clients in consultations on new prakas such as the futures-market regime. Each matter is reviewed individually, and we issue a written service proposal before any engagement.

To discuss your position, contact our team at legal@mlvlawgroup.com or +855 71 777 4168. For related practice areas, see our expertise on Securities Litigation and Digital Asset Service Provider (DASP) Licensing.