This blog provides an exhaustive analysis of the legal, tax, and market landscape for employee stock options (ESOPs) in the Kingdom of Cambodia. It is designed to serve as a strategic guide for companies seeking to implement equity compensation schemes to attract, retain, and motivate talent in Cambodia’s rapidly evolving economy.¹

The analysis reveals a regulatory environment characterized by significant ambiguity for private companies, contrasting with a more defined, albeit nascent, framework for entities listed on the Cambodia Securities Exchange (CSX). While there is no specific law governing private company ESOPs, the foundational Law on Commercial Enterprises (LCE) and general contract law provide the primary legal basis for their structure. This regulatory void places a paramount importance on meticulously drafted plan documents and flawless corporate governance.