Company Registration Services

 

CORPORATE SERVICES

Myanmar Company Registration changes and procedures have been occurring fast in Myanmar. The published aims of the government with their determination to grow the economy have led to extensive revisions in the laws providing more flexibility and new opportunities for investors. This has contributed to continual growth in the number of overseas companies seeking to operate in Myanmar. It also reflects the transition of the government from military rule to a civilian democracy with new laws designed to grow foreign investments and boost trading revenues.

FocusCore is able to help you with all the procedures required for company incorporation. This is our specialty and focus. We work daily with government departments via our Myanmar and International staff based in Yangon, Naypyidaw and Mandalay.

The primary reason for FocusCore beginning operations in Myanmar in February 2014 was to help companies start business in Myanmar. Our objective is to empower our international corporate clients with up to date advice. It is even more vital now for us to guide clients on the many new revised application procedures. The application processes must be followed correctly to complete your company incorporation as quickly as possible.

The revision in the laws outlined on our website include key elements, inter alia, from The Myanmar Companies Law 2017 and the Myanmar Companies Regulations 2018.

Updated following changes to The Myanmar Companies Law 2017 and The Myanmar Companies Regulations 2018

IMPORTANT NOTES

If you have already registered your company in Myanmar you must re-register in the electronic registry. Please contact FocusCore if you require more information and or information on the re-registration periods decreed.

An important change in the Law allows a 100% locally owned Myanmar registered company to have foreign ownership of up to 35 percent. This does not change the status of the company. A company with foreign shareholders with over 35 percent of its shares being held by foreign entities/individuals is deemed a foreign company. This can attract alternative tax levels and other conditions. (There are no restrictions on the transfer of shares in companies between local and foreign shareholders, providing there is no change in foreign company status – this does require the change to be registered).

A company may now have a single shareholder and single director, who must be resident in Myanmar and may appoint a corporate secretary.

FocusCore will liaise on your behalf with the Directorate of Investment and Company Administration (DICA) and advise you on the best route forward for Incorporation.

DICA is the secretariat for The Myanmar Investment Commission (MIC).

The new Myanmar Investment Law changes the role of the MIC with fewer investment proposals requiring formal MIC approval and a new Endorsement process. Now proposals are fast-tracked by being ‘endorsed’ by the MIC. Large operations that require substantial investment retain the requirement for applications to be handled by the MIC.

The MIC is the government-appointed body responsible for verifying and approving investment proposals and regularly issues notifications about sector-specific developments.

As of August 1, 2018 Prescribed Fees and Late Lodgement Fees came into effect, as decreed by The Myanmar Companies Law 2017. Failure to comply with time guidelines will trigger a late lodgement fee (this may be up to 100,000 Kyats) in addition to the fees for the filing of a registration, e.g. Change of Company type, Change of Director or Secretary.

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

FIL Incorporation: Foreign Investment Law FIL

    • Limited liability Company.

This is the Incorporation route for large operations that require substantial investment. Registration is via the Myanmar Investment Commission (MIC). For example, mining, manufacturing, transportation etc. This application procedure does require 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. Requirements for initial capital US$150,000.

Myanmar Company Registration: Myanmar Companies Law MCL

The second route is for incorporation according to the MCL and this 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).

Under the revised Myanmar Companies Law (effective 1 August 2018) formally known as The Myanmar Companies Act (MCA), foreigners are permitted to take up to a 35 percent stake in local companies. Myanmar companies that acquire foreign investments of over 35pc will become registered as foreign companies. See Foreign Company, detailed below.

Foreign investors are now allowed to acquire shares up to 35pc in companies listed on the Yangon Stock Exchange (YSX) and may also invest in Myanmar Special Economic Zones.

It should be noted that “a Company Director shall not resign or vacate his office unless there is remaining in the company at least one Director who is or will be ordinarily resident in the Union….”

Foreign company

This is defined as a company incorporated in the Union of Myanmar in which an overseas corporation or other foreign person (or combination of them) owns or controls, directly or indirectly, an ownership interest of more than thirty-five per cent.

Foreign nationals are allowed to operate with 100% ownership of an MCL company. There is no minimum capital required. Previously a minimum capital of US$50,000 was required. FocusCore will advise the amount of paid up capital required for your respective business. This capital can remain with the respective company and can be used by the company according to their operational needs.

All newly registered companies must file an annual return (AR) no later than two months after the date of incorporation, whether 100% owned or a joint venture.

An overseas corporation should register in Myanmar if it intends to carry on business in the country, unless the business is an isolated transaction that is completed within a period of 30 days.

Unless further licenses are required from other ministries/departments, Private Companies may begin operations immediately after they have received their company incorporation certificate.

Registered Branch Office

Representative Office of a foreign company.

No direct commercial or revenue generating activities are authorised. This structure is often used while conducting market research.

Joint venture Company

Partnerships may be established as partnerships or limited companies with a Myanmar individual, a private company, a cooperative society, or a state owned enterprise in which a Myanmar Government entity holds shares.

Small Company

This classification applies when a company and its subsidiaries have no more than 30 employees and the annual revenue in the prior financial year was less than MMK 50,000,000 in aggregate. This does not apply to a public company or subsidiary of a public company.

Sole proprietorship

Requirements: A private person who is a Myanmar citizen.

AGM and or extraordinary meetings.

A company must hold its first annual general meeting (AGM) within 18 months of the date of its incorporation.

A company must lodge a copy of every extraordinary and special solution resolutions of the company within 15 days from the date of the resolution.

Notice of extraordinary meetings must be given at least 15 days before the date on which such a meeting is to take place.