Da, Las, and Cam are the three shareholders of DALLAS CAM CO., LTD., a private limited company duly registered under the law of Cambodia. Due to some issues, Da would like to withdraw from the company by transferring all of her shares. Under the LCE, which of the following options is permitted to transfer Da’s shares?

Da may transfer all of her shares to her family members.

The company may issue her shares to the general public

Da may transfer all of her shares to the company’s manager

Which of the following answers is NOT the cause of employment suspension under the Labor Law?

Absence of an employee due to illness of immediate family

Serious economic difficulty or material difficulty or particularly unusual difficulty

Absence of an employee due to illness certified by a qualified doctor

An act of God that prevents one of the parties from fulfilling its obligations, for up to a maximum of three (3) months

Under the Labor Law, what is the definition of Mass Layoff?

Any layoff resulting from a reduction in an establishment’s activity or an internal re-organization that is foreseen by the employer

Any layoff resulting from a reduction in an establishment’s income caused by economic difficulty.

Any layoff resulting from a governmental order

Any layoff of at least 30% of total employees by the establishment

According to Article 300 New of the Labor Law, in case of an individual labor dispute, one of the disputing parties:

May first refer the dispute to the competent labor inspector for conciliation

Shall first refer the dispute to the competent labor inspector for conciliation

Can only refer the dispute to the competent court for adjudication

Can only refer the dispute to the Arbitration Council for arbitration

Under the LCE, a private limited company is managed by:

A board of directors consisting of one or more directors

Under the LCE, a company that has no property and liabilities may be dissolved by:

A special resolution passed by shareholders

An ordinary resolution passed by shareholders

A resolution passed by the board of directors

A resolution passed by the majority of the employees

Under the LCE, which of the following statements regarding sole proprietorship is incorrect?

Sole proprietorship shall prepare its AoI for registration with the MOC.

It is established and operated by a single natural person who is the owner of all of its capital.

Obligations and liabilities of the sole proprietorship are the obligations and liabilities of the sole proprietor

Under the LCE, which of the following statements regarding a public limited company is incorrect?

A shareholder incurs liability more than the price of the share to which it subscribes

Public limited company may have any number of shareholders and a minimum of at least three (3) directors

A director must be elected among the shareholders or third parties appointed by the shareholders

Public limited company may operate in the banking and insurance sectors

Under Sub-Decree No. 111 on the Implementation of the amendment to the Law on Investment of the Kingdom of Cambodia, which of the following statements regarding investment guarantees for QIP companies is correct?

All investors regardless of their nationality shall be entitled to equal treatment

No price setting on investors’ products or services and no expropriation by the State shall be allowed except for when public interest is concerned.

Under the Law on Associations and Non-Governmental Organizations, which of the following statements is correct?

A domestic association or NGO must be registered with the Ministry of Interior.

A foreign association or NGO wishing to start a project in Cambodia must be registered with the Ministry of Foreign Affairs and International Cooperation by entering into a Memorandum of Understanding

An unregistered domestic association or NGO may carry out its activities in Cambodia

The Supreme Law of the Kingdom of Cambodia is:

The Constitution of the Kingdom of Cambodia adopted in 1993.

The Civil Code of the Kingdom of Cambodia adopted in 2007

The Constitution of the Kingdom of Cambodia adopted in 1999

The Law on the Organization of Courts adopted in 2014

Which of the following statements is correct?

A commercial dispute that occurs in Cambodia may be resolved by arbitration

A commercial dispute that occurs in Cambodia must be resolved by the court.

A foreign arbitral award is enforceable by the Cambodian court only if agreed by the disputing parties

Regarding the separation of power under the Constitution of the Kingdom of Cambodia, what are the three branches of power?

Legislative power, executive power, and judicial power

Public law, private law, and public international law

National assembly, prime minister, and court

Central government, sub-national administrations, and local government

In the Cambodian court system, which of the following statements is incorrect?

The Supreme Court and the Court of Appeal only hear the questions/matters of law (Ang Chbab).

Cambodian judiciary consists of one Supreme Court, four Courts of Appeal, twenty-five Provincial/Municipal Courts, and one Military Court.

The Supreme Court (in exceptional cases) and the Court of Appeal hear the questions/matters of law (Ang Chbab) and fact (Ang Het)

All Provincial/Municipal Courts hear all types of matters including but not limited to civil, criminal, insolvency and commercial

According to the Civil Code of Cambodia, which of the following scenarios is correct?

Vibol (25 years old) wants to sell his vintage watch to Bora (23 years old) for USD300. Bora offers to buy the vintage watch for USD200. Vibol accepted the counteroffer. Vibol and Bora have formed a valid contract which cannot be void.

Vibol (25 years old) offers to pay Chenda (7 years old) USD100 to buy her used bicycle. Chenda immediately accepts Vibol’s offer. Vibol and Chenda have formed a valid contract which cannot be void.

A contract is only validly formed when the conditions for offer, acceptance and consideration are met and the persons making the offer and acceptance have the legal capacity to do so.

A contract is only valid when formed in writing

According to the Civil Code of Cambodia, which of the following scenarios is not a valid ground to rescind a contract?

Theara and Kanha formed a contract when Kanha agreed to buy Theara’s antique novel for USD20. Upon delivery of the novel, Kanha rejects the novel merely because she does not like it anymore. Kanha has a valid ground to rescind the contract.

Theara, an employer, offers his employee Kanha to sell his old motorbike for USD500. Theara further expresses that if Kanha does not buy his motorbike, he will terminate Kanha’s employment contract. With the fear of losing her job, Kanha accepted Theara’s offer. Kanha has a valid ground to rescind the contract.

A salesperson told Kanha that the car she is looking at is brand new. After Kanha bought the car, she realized that the car is used and the condition is not very good. Kanha has a valid ground to rescind the contract.

According to the Civil Code of Cambodia, which of the following remedies is not a remedy for a breach of contract?

Claims for compensation for damages

Which of the following statements is correct?

Immovable property ownership in Cambodia can be evidenced by a letter of possessory rights (soft title) or a certificate of title (hard title)

A certificate of ownership of immovable property also evidences the right of ownership over movable property.

A soft title is a secured method of land ownership, regardless of registration

Which of the following statements concerning a perpetual lease is incorrect?

A perpetual lease is the only way a foreigner can secure control over land in the Kingdom of Cambodia

A perpetual lease has a duration of at least 15 years and up to 50 years

A perpetual lease provides the rights to use, develop and assign the leased property during the lease term

A perpetual lease may not be enforceable against a third party if it is not registered

Which of the following statements is incorrect?

The Law on Secured Transactions set out only one system for taking security interest over the moveable property

There are two ways to secure a debt by immovable property: hypothec and pledge.

A pledge is created upon delivery of the thing to be pledged to the pledgee by the debtor or a third party who provides the security

A hypothec is created through an agreement reached between a creditor and a debtor, or third party, which grants immovable property as security

With regard to the National Commercial Arbitration Center of Cambodia (“NCAC”), which of the following statements is correct?

The establishment of the NCAC is mandated by the Commercial Arbitration Law, promulgated on 05 May 2006.

The NCAC is a non-judicial body independent of the courts

The Arbitral Award of the NCAC only becomes enforceable after a court recognizes and enforces it

A final and binding Arbitral Award of the NCAC may only be reopened for reasons of amplification, correction, interpretation or addition

According to the Commercial Arbitration Law, which of the following statements is not an objective of the NCAC?

To determine the arbitrators’ qualifications in Cambodia

To promote the settlement of commercial disputes by means of arbitration in Cambodia

To create the necessary infrastructure and rules for the administration of arbitration cases in Cambodia, where there is an express agreement of disputing parties to refer disputes to the NCAC

To ensure high-quality standards of arbitration in Cambodia

Redd Co., Ltd., a newly established furniture manufacturer in Phnom Penh, enters into a sale-purchase agreement with Woody Co., Ltd., a wood-plank supplier, whereby Redd made an order of 100 fine wood planks from Woody for a total price of USD10,000 to be paid within thirty (30) days of delivery. Unfortunately, Redd is unable to make any sales after launching its business, hence it is unable to pay the debt to Woody. Woody then files a petition to open an insolvency proceeding against Redd at a competent court. According to the Law on Insolvency, at what stage is Redd considered insolvent?

Redd was pronounced insolvent by the competent court

Redd is unable to repay the debt to Woody

Redd declares itself insolvent.

Woody filed a petition to open an insolvency proceeding against Redd at a competent court

According to the Law on Insolvency, which of the following grounds can a creditor file a petition to open an insolvency proceeding?

Debtor’s failure to pay off its debt exceeding 5,000,000 Riels

Debtor’s failure to pay off its debt of 5,000,000 Riels only

Debtor’s failure to pay off its debt of an amount not exceeding 5,000,000 Riels.

Debtor’s failure to pay off its debt of USD1,200

According to the LCE, which of the following statements about the appointment of a director is correct?

A director of a company shall be elected by an ordinary resolution of the shareholders who have the right to vote

A director of a company shall be elected by a special resolution of the shareholders who have the right to vote

A director of a company shall be elected by a resolution of the Board of Directors

According to the LCE, which of the following statements about the removal of a director is correct?

A director may be removed with cause by a majority of the shareholders entitled to vote for the director

A director may be removed without cause by a majority of the shareholders entitled to vote for the director

A director cannot be removed without cause even though there is a majority vote of the shareholders entitled to vote for the director

According to the LCE, which of the following statements about the meeting of the Board of Directors is correct?

A majority of the total number of directors present in the meeting shall constitute a quorum of the Board of Directors

The AoI of a company may require a greater number than the majority of the total number of directors present in the meeting to constitute the quorum of the Board of Directors

At least two-thirds of the total number of the directors present in the meeting shall constitute a quorum of the Board of Directors

According to the LCE, which of the following statements about the meeting of the Board of Directors is correct?

Only a director may be a proxy for another director in the meeting of the Board of Directors

The proxy shall have written authorization signed by the director for whom he/she is acting

A director may appoint any person to act as his/her proxy in the meeting of the Board of Directors

According to the LCE, which of the following statements about the Board of Directors is correct?

The Board of Directors may appoint and remove all officers and determine the specific rights of such officers.

The Board of Directors may issue notes, bonds, debentures and other evidence of debt of the company and fix their absolute, relative and contingent characteristics

The Board of Directors may propose to the shareholders an agreement of merger or consolidation between the company and any other person

According to the LCE, which of the following statements about the Chairman of the Board of Directors is correct?

The Chairman may be removed from office, but not from his position as a director, by a majority vote of the directors.

The Chairman may be removed from office, but not from his position as a director, by a majority vote of the shareholders

The Chairman may be removed from office and dismissed from his position as a director, by a majority vote of the shareholders

According to the LCE, which of the following statements about a director present at a general meeting of the Board of Directors is correct?

A director who is present at a general meeting of the Board of Directors is deemed to have consented to any resolution passed or action taken at that meeting unless he requests that his dissent be entered in the minutes of the meeting.

A director who is present at a general meeting of the Board of Directors is deemed to have consented to any resolution passed or action taken at that meeting unless he sends his written dissent to the secretary of the meeting before the meeting is adjourned.

A director who is present at a general meeting of the Board of Directors is deemed to have consented to any resolution passed or action taken at that meeting, even though he sends his written dissent to the secretary of the meeting before the meeting is adjourned.

According to the LCE, which of the following statements is correct?

If a company without reasonable cause fails to send copies of financial statements to shareholders as required by the LCE, the company, if found guilty, is subject to a fine.

If a company without reasonable cause fails to send copies of financial statements to shareholders as required by the LCE, the company directors, if found guilty, are subject to a fine

If a company without reasonable cause fails to send copies of financial statements to shareholders as required by the LCE, the company is not guilty because it is a corporate governance issue

According to the Law on the Issuance and Trading of Non-Government Securities, the term ‘non-government securities’ is defined as:

Securities that are issued by a public limited company or other legal entity permitted to offer and issue securities to members of the public in Cambodia in accordance with laws, including: 1. Ownership securities such as shares; 2. Debt securities such as bonds; 3. Interest in a managed investment scheme; 4. Future instrument or derivative instrument related to securities based on 1, 2 and 3 above 5. Other financial instruments determined as securities.

Securities that are issued by a private limited company

Ownership securities and debt securities

CBL-JJ23

Authored by Kimlang Leng

Social Studies

University

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45 questions

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MULTIPLE CHOICE QUESTION

30 sec • 1 pt

ABC TRADING CO., LTD., has changed its shareholding structure by adding a new
corporate shareholder, and approving a removal of an existing individual
shareholder. According to the Law on Commercial Enterprises (the “LCE”), what shall
the company do?

Amend its AoI and file it with the MOC at any time after the general meeting at

which the amendment was approved.

Amend its AoI and file it with the MOC within 15 days after the general meeting

at which the amendment was approved.

Have an authorized representative of the new corporate shareholder to be

present at the MOC within 15 working days after the general meeting at which

the amendment was approved.

Have an authorized representative of the new corporate shareholder to be

present at the MOC at any time after the general meeting at which the

amendment was approved.

MULTIPLE CHOICE QUESTION

30 sec • 1 pt

In a general partnership, a general partner may cease to be such in any of the
following manners:

Withdrawal from the general partnership

Expulsion from the general partnership

Death of the general partner

All of the above

MULTIPLE CHOICE QUESTION

30 sec • 1 pt

According to the LCE, which statement in relation to a private limited company is
incorrect?

Company may have at most 15 shareholders

The company may have more than one director

The company may have one or more restrictions on the transfer of each class of

There is no minimum capital requirement

MULTIPLE CHOICE QUESTION

30 sec • 1 pt

Nita, Sopheak, and Seyha want to establish an accounting firm in Cambodia. Three
of them would like to share profits and control the business altogether. In addition,
they wish to combine their property, knowledge, or activities to operate this firm.
Considering these circumstances, what is the most appropriate form of entity that
they should establish?

Sole proprietorship

Public limited company

General partnership

None of the above

MULTIPLE CHOICE QUESTION

30 sec • 1 pt

In the name of general partnership, the words “general partnership” shall be placed:

At the end or below the name

At the end of the name only

At the end or above the name

Below the name only

MULTIPLE CHOICE QUESTION

30 sec • 1 pt

Which one of the following statements regarding a private limited company’s AoI is
correct according to the LCE?

AoI may be amended by an ordinary resolution of shareholders at any time.

AoI may be amended by a special resolution of shareholders at any time

AoI may be amended by a special resolution of directors at any time.

AoI may be amended by an ordinary resolution of shareholders once per year

MULTIPLE CHOICE QUESTION

30 sec • 1 pt

Which information is NOT included in the Certificate of Incorporation of a private
limited company?

Registration number

Type of business entity registered

Number of total shares of the company

None of the above

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CBL-JJ23

ABC TRADING CO., LTD., has changed its shareholding structure by adding a newcorporate shareholder, and approving a removal of an existing individualshareholder. According to the Law on Commercial Enterprises (the “LCE”), what shallthe company do?

In a general partnership, a general partner may cease to be such in any of thefollowing manners:

According to the LCE, which statement in relation to a private limited company isincorrect?

In the name of general partnership, the words “general partnership” shall be placed:

Which one of the following statements regarding a private limited company’s AoI iscorrect according to the LCE?

Which information is NOT included in the Certificate of Incorporation of a privatelimited company?

Which of the following answers is NOT the cause of employment suspension underthe Labor Law?

Under the Labor Law, what is the definition of Mass Layoff?

Access all questions and much more by creating a free account

Similar Resources on Wayground

Popular Resources on Wayground

Discover more resources for Social Studies

ABC TRADING CO., LTD., has changed its shareholding structure by adding a new
corporate shareholder, and approving a removal of an existing individual
shareholder. According to the Law on Commercial Enterprises (the “LCE”), what shall
the company do?

In a general partnership, a general partner may cease to be such in any of the
following manners:

According to the LCE, which statement in relation to a private limited company is
incorrect?

Which one of the following statements regarding a private limited company’s AoI is
correct according to the LCE?

Which information is NOT included in the Certificate of Incorporation of a private
limited company?

Which of the following answers is NOT the cause of employment suspension under
the Labor Law?