Company Registration Services

 

CORPORATE SERVICES

A prime reason for FocusCore opening in Myanmar early 2014 was to help companies start in Myanmar. We have created a specialist team with local knowledge and a network of contacts, including Myanmar Government Departments, to make your Company Registration process as easy as possible.

Rapid changes to the national economy, positive transition from military rule to a civilian democracy and the introduction of new laws, designed to encourage foreign investment, have been seen and reported worldwide.

These changes are on-going and can provide very valuable benefits and leverage to a company. Clearly it is important you have the correct and up to date advice and that the published application procedures are followed correctly and in a timely manner.

Our experts are on hand to provide you with guidance to simplify this process and for you to complete the process. To start, here is an overview of the options available with more detailed information below.

There are two routes for Company Registration, depending on your activity, company size and sector.

FIL Incorporation: Foreign Investment Law FIL

Registration through the Myanmar Investment Commission (MIC), this is for large operations that require substantial investment. This may be for mining, manufacturing, transportation etc. The option requires extensive documentation and this may lead to a longer lead time to complete the registration process but it does attract tax incentives and other advantages.

Myanmar Company Incorporation: The Myanmar Companies Act MCA

Incorporation may take one of the following forms:

  • Limited Company – This format can also be used for a joint venture company, a local company (public or private) or a foreign company.
  • Partnership – Maximum 20 partners.
  • Association. (Non profit).

(Foreign Nationals are allowed to operate with 100% ownership of an MCA company. The minimum capitalisation required is US$50,000).

Further details on FIL and MCA

FIL Incorporation - Foreign Investment Law FIL

In 2012 the Foreign Investment Law (FIL) was passed, Article 11. Applications are submitted to and supplied by the Myanmar Investment Commission (MIC). The Chairman of the MIC is a member of The Government.

All applications must also apply for a Permit to Trade (PTT) whether 100% owned or a joint venture and also a company’s registry office certificate. This is provided by the Companies Registration Office (CRO).

The Directorate of Investment and Company Administration (DICA) acts as the Secretariat of the MIC. DICA is mandated to encourage local and foreign investment in Myanmar.

For our clients we work closely with the seven departments that are within DICA: Investment Administration Department, The Special Economic Zone Department, The Legal Department, The Foreign Affairs Department, The Company Registration Department, The Administration and The Accounts Department.

Please note that all foreign investment requires approval from the MIC.

Companies registered under FIL Incorporation may be eligible for some tax exemptions and other benefits. These were introduced to encourage further company registration in Myanmar. Typical sectors of activity applicable to FIL registration include activities associated with high levels of investment: Construction, Manufacturing, Mining, Hotels, Transport and Agriculture.

You should plan for a registration timescale of six months or possibly longer if additional permits are required. For example if lease agreements are required the MIC will provide a MIC Investment Permit if the other element of the application are accepted.

We can help you with all these procedures.

To help you understand the priorities of the MIC we enclose below part of the statement published in the FIL.

  • Support the national economic development plan;
  • Promote the development of international banking standards;
  • Promote employment opportunities for Myanmar citizens;
  • Promote the education of Myanmar’s citizens;
  • Promote the modernisation of public infrastructure;
  • Promote the exploration and development of natural resources;
  • Promote environmental conservation and protection.

We can provide you will comprehensive detail relating to these initiatives.

Myanmar Company Incorporation - Myanmar Companies Act MCA

Myanmar Company Incorporation is governed by the Myanmar Companies Act (1914 with amendments) MCA.

The forms of incorporation include; Registered branches of foreign companies, Joint Venture, Sole Proprietorship, Partnership, Limited Liability Company.

We work with you and your application to the Myanmar Company Registration Office (CRO) and The Directorate of Investment and Company Administration (DICA).

An overseas company can only invest via a company incorporated in Myanmar and in which they are the controlling shareholders with Directors registered at the CRO in accordance with the MCA.

Under section 27A of the MCA, a foreign company, whether 100% owned or a joint-venture is required to obtain a Permit to Trade (PTT) and a Registration Permit.

Documents Required for Incorporation under the MCA

  • Form A of the Myanmar Companies Regulation 1957
  • Draft Memorandum and Articles of Association
  • A completed questionnaire form
  • Statement of proposed activities
  • Estimate of expenditures in Myanmar in Year 1
  • Financial Information/viability of the company or individual
  • Resolution of The Board of Directors’ (Only applicable if the applicant is a company).
  • Copy of PTT and approval of the Myanmar Investment Commission (MIC)
  • Confirmation from The Director regarding positions at other companies
  • Undertaking not to engage in trading activities
  • Passport or copy of the Myanmar National Registration Card (NRC) for each shareholder and Director.
  • Investors wishing to apply for an MIC Permit are required to submit a more detailed proposal to the MIC.

An application to the CRO for a Registration Certificate must be accompanied by the following documents:-

  • Memorandum and Articles of Association of parent company (notarized and certified by the government office concerned of the respective country)
  • Official declaration of registration
  • Official declaration of registered office
  • Declaration of legal authenticity of documents
  • Certificate of translation, notarised, if documents are not in English
  • Undertaking to provide occasional reports as required by regulation
  • Persons authorized to accept services in the Union of Myanmar (Form XVIII)
  • Appointment letter/Power of Attorney for the authorized person (notarized and certified by The Government office concerned of the respective country)
  • Myanmar Translation of Memorandum and Articles of Association of parent company
  • List of Directors of Parent Company
  • Passport or verified copy via an authorised person