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One‑paragraph executive takeaway

Getting legal residence—and even a second passport—in Cambodia is straightforward for investors, and you can own 100 % of a Cambodian public limited company.  What is not yet straightforward is putting Bitcoin on that company’s balance‑sheet and floating it on the CSX.  Since 2018 the National Bank of Cambodia (NBC) and other regulators have prohibited any unlicensed trading or solicitation involving crypto, and although the Securities and Exchange Regulator of Cambodia (SERC) opened a FinTech sandbox and signed MoUs with Binance and others in 2024, no permanent licensing regime or accounting guidance has been finalised.  CSX listing rules require audited financials, minimum shareholder equity, and SERC clearance; without a dedicated digital‑asset framework a Bitcoin‑treasury IPO would almost certainly be refused.  Practically you can (a) obtain residency or citizenship, (b) form a holding company that passively stores Bitcoin for its own account, and (c) monitor/participate in the sandbox—but a live public listing is premature until Cambodia issues the promised digital‑asset regulations.

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1 .  Immigration & nationality options for a U.S. applicant

Path Minimum capital Processing time Dual citizenship? Notes

CM2H “My Second Home” 10‑year visa US $100 k in approved real‑estate or business projects ± 2 months for visa; eligible to naturalise after 5 years Yes Launched 2022; gives renewable 10‑year E‑type visa, work permit, and fast‑track to citizenship   

Citizenship‑by‑Investment (CIP) donation route c. US $244 k non‑refundable donation 3‑6 months Yes Based on Art. 12 Law on Nationality (1996) & Sub‑Decree 20 / 2022; no prior residence required   

Citizenship‑by‑Investment (equity route) ≥ US $305 k in CDC‑approved project 3‑6 months Yes Investment must be maintained for 5 yrs  

• Cambodia expressly permits dual nationality; the United States does not prohibit it, though you remain a U.S. taxpayer under FATCA and worldwide income rules  .

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2 .  Forming a Cambodian company as a foreigner

• Legal vehicles.  Under the Law on Commercial Enterprises (LCE 2005) you may incorporate a private or public limited company; a PLC is required if you intend to list shares   .

• Foreign ownership.  Outside of land‑holding, Cambodia imposes almost no equity caps on foreign investors   .

• Process & timeline.  Online single‑window registration (General Department of Taxation, Ministry of Commerce, and SERC if a PLC) now takes roughly 7–10 working days for a straightforward file.

• Capital & audit.  A PLC must prepare IFRS‑compliant statements annually and appoint an independent auditor registered with Kampuchea Institute of Certified Public Accountants and Auditors (KICPAA).

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3 .  Cambodia’s current stance on Bitcoin & digital assets

Year Milestone Regulatory effect

May 2018 Joint NBC‑SERC‑Police statement “strongly discouraging” crypto trading, fundraising or settlement without licence Crypto activity deemed illegal unless licensed—but no licence category exists   

Dec 2023 TRC blocks 16 exchange websites including Binance & Coinbase Enforcement of 2018 ban; mobile apps still reachable  

Jun 2024 & Dec 2024 SERC signs MoUs with Binance and Cambo Trust to draft a digital‑asset framework & sandbox First official signal that licensing regime is coming   

Mar 2025 SERC publishes Guideline on FinTech Regulatory Sandbox in the Securities Sector—sandbox authorisations granted for limited digital‑asset trading/wallet pilots Sandbox is case‑by‑case and strictly private; no IPOs yet  

Bottom line: You may hold Bitcoin on a private company’s balance sheet (no rule forbids an asset position), but the moment you solicit the public or offer trading you fall under the 2018 ban unless admitted to the sandbox—currently limited, temporary, and experimental.

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4 .  Can a Bitcoin‑treasury company list on the CSX today?

4.1  Ordinary listing thresholds

Board Shareholder equity Profit/Cash‑flow tests Free‑float Other

Main Board ≥ KHR 30 bn (~US $7.5 m) Net profit ≥ KHR 2 bn last FY and ≥ KHR 3 bn aggregate last 2 FYs ≥ 200 shareholders & ≥ 7 % shares 3‑yr audited financials   

Growth Board ≥ KHR 2 bn (~US $0.5 m) 1 yr positive profit or positive operating cash‑flow with ≥ 10 % gross margin ≥ 100 shareholders & ≥ 10 % shares 2‑yr audit; relaxed free‑float   

4.2  Digital‑asset hurdles

1. Valuation & audit risk.  IFRS treats Bitcoin as an intangible asset measured at cost or impaired cost, not mark‑to‑market, producing volatile book equity—likely to push you off the Main Board’s cumulative‑profit test.

2. Regulatory sign‑off.  Even if you meet CSX quantitative tests, your prospectus cannot be approved until SERC issues rules on “digital‑asset backed securities.”  None exist yet; all sandbox approvals to date are private trials.

3. Policy direction.  The government is focusing on Bakong (NBC’s quasi‑CBDC) and has been conservative toward open‑blockchain crypto; SERC’s 2024 Binance MoU indicates movement, but timelines are uncertain.

Verdict: As of June 2025, no Cambodian issuer has listed equity or debt whose principal asset is Bitcoin, and both CSX and SERC staff have publicly indicated (in seminars and FAQ responses) that such an application would be deferred until the forthcoming digital‑asset regulations are enacted.

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5 .  Practical game‑plan & timeline

Step What to do Indicative timing

1 Choose CM2H visa or CIP passport route; engage licensed agent 1–6 months

2 Incorporate a Cambodian holding PLC; appoint auditor; open bank & Bakong wallets for fiat settlement 1 month

3 Move Bitcoin into an institutional‑grade custodian (onshore or reputable offshore with legal opinion); adopt IFRS accounting policy 1–2 months

4 Apply to SERC’s FinTech Sandbox describing the business as a digital‑asset custody/treasury pilot (no public solicitation) Queue is currently 3–6 months

5 Monitor sandbox outcomes & forthcoming “Prakas on Digital Asset Offerings”; when enacted, prepare listing prospectus and pre‑listing consultation with CSX & SERC Unknown—optimistically late 2026 +

6 If Cambodia’s framework remains slow, consider dual‑listing a Cambodian parent on CSX and a special‑purpose vehicle on a crypto‑friendly exchange (e.g., Toronto, Frankfurt, Singapore) that already accepts Bitcoin treasuries. parallel

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6 .  Key risks & mitigations

• Regulatory delay or reversal – maintain contingency plan to pivot to private placement or foreign listing.

• Audit qualification – engage a Big‑Four or top‑tier regional auditor early to agree on fair‑value disclosures.

• FX controls & liquidity – while Cambodia is officially dollarised, large inbound/outbound USD flows for Bitcoin purchases may trigger NBC scrutiny; use authorised settlement banks.

• U.S. tax exposure – even with a Cambodian passport you remain subject to U.S. worldwide taxation unless you expatriate; obtain specialist advice.

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7 .  Inspirational next steps

1. Start now on residency or CIP paperwork—lead time compounds.

2. Build relationships with SERC sandbox officers; be a thought partner in drafting the new digital‑asset rules.

3. Show the value‑add for Cambodia—frame the project as bringing institutional‑grade custody, forex inflows, and professional jobs, not speculative trading.

4. Stay lean & compliant until the regulatory green‑light appears, then be ready to scale your treasury model onto the CSX ahead of the curve.

Dream big, but structure every step.  Cambodia’s door is open to foreign entrepreneurs; with perseverance and rigorous compliance you can position yourself to ring the CSX bell the moment the Kingdom’s digital‑asset regime goes live.  Until then, stack knowledge (and perhaps a few sats) responsibly—so when policy catches up, you’re already on the launch‑pad. 🚀