Corporate secretarial service in Myanmar

Corporate secretarial services in Myanmar

In cooperation with local lawyers and our affiliated corporate service providers Myanmar Corporate Services, we provide clients with company secretarial services in Myanmar and advises on the local rules and regulations in relation to annual maintenance requirements.

We assist clients to meet all of their compliance and administration requirements by ensuring that their records are professionally maintained and kept up to date and that all of their statutory filings are made. We regularly provide clients with updates on changes in Myanmar law relevant to their business and by advising them on how to implement required standards of corporate governance.

In particular, we understand the importance of maintaining ongoing companysecretarial services to clients who are not resident in Myanmar and who do not travel there on a regular basis.  Communicating electronically, we provide ongoing and prompt services to overseas clients in relation to various filings and remind them of all the relevant deadlines in relation thereto.

Our company secretarial services in Myanmar include but are not limited to

• the filing of annual returns,
• notifications of change of address of registered office
• change of secretary and director,
• changes of particulars of secretary and director,
• notifications of increase in nominal share capital,
• returns of allotments,
• the renewals of business registration certificates and
• the convening of annual general meeting

​Please contact us if you have any further questions about our corporate secretarialservice in Myanmar.

Related : DICA Revises Company Registration Fees

DICA Revises Company Registration Fees

The Directorate of Investment and Company Administration (DICA) has announced a revised myanmar company registration and annual fee structure for local companies.

Previously, registration fees for all companies was set at K1 million. But now, registration fees for public companies has risen to K2.5 million and private companies’ fees have been reduced to K500,000.

How to Register a Company in Myanmar (Burma)

BUSINESS ORGANIZATION

1. Registration of business Organization

Operation in Myanmar can be carried out through one of the following business organizations:

- Partnerships

- Companies limited by shares. i.e. joint venture companies; local companies; foreign companies

- Branch or Representative offices of a foreign company

- Associations not for profit




2. Partnerships

A group of individuals may enter into partnerships in order to carry on a business.
The partnership’s rights and obligation are based on the agreements between the partners and the Partnership Act of 1932. In accordance with the Act, the number of partners is limited to twenty. A partnership firm may be registered, but registration is not compulsory. All partnerships formed in Myanmar are of unlimited type. When no provision is made for the period of time, the partnership will be dissolved when all partners are willing to do so.

3. Companies Limited by Shares

A company limited by shares is required to register. For foreign enterprises, the most normal method of doing business in Myanmar is through a limited company. Such a company could be a Myanmar company registration for foreigner or by means of a branch office or representative office formed outside Myanmar. If one share is owned by a foreign partner, the company shall come under the definition of a foreign company, and shall apply and obtain a Permit before registration. There are two main types of company: a private limited liability company and a public limited liability company.

- In a private limited Liability company, the transfer of shares is restricted, the public cannot be called upon to subscribe for shares, and the number of members is limited to fifty.

- In a public limited liability company, the number of shareholders must be at least seven. The company, after registration, must apply for a Certificate of Commencement of Business to enable start the business operation.

- The governing law for the limited companies is the Myanmar Companies Act 1914. A company with share contribution of the State shall be registered under the Special Company Act 1950 and the Myanmar Companies Act 1914.

- There are generally no minimum share capital requirements. However, minimum requirements do exist for banking and insurance companies and foreign companies and branches of all business.
For foreign companies and branches, the minimum capital to be brought in is as follows:

- Industrial company - foreign currency equivalent to K. 1,000,000.
- Services company - foreign currency equivalent to K. 300,000.

4. Documents required for registration

Under section 27A of the Myanmar Companies Act, a foreign company, whether a hundred percent owned or a joint-venture and a branch/representative office, is required to obtain a PERMIT before registration. However, a joint-venture with the State equity formed under Special Company Act 1950 is exempted from obtaining a PERMIT.

The application for PERMIT is to be accompanied by the following documents:

(1) Form A of the Myanmar Companies Regulation 1957
(2) Draft Memorandum and Articles of Association
(3) Duly completed questionnaire form
(4) Intended activities to be performed
(5) Estimated expenditures to be incurred in Myanmar for the first year operations
(6) Financial credibility of the company/individual
(7) Board of Directors’ resolution, if the subscriber is a company.

In the case of a foreign branch/representative office, the following shall be furnished in addition to the above mentioned documents.

(1) Instead of the companies draft Memorandum and Articles of Association, a copy of the Head Office’s Memorandum and Articles of Association or of the Charter, Statute or other instruments constituting or defining the constitution of the company, duly notarized and consularized by the Myanmar Embassy concerned in the country where the company is incorporated.

(2) The Annual Report for the last two financial years (OR) if it is the copies of the Head Office Balance Sheet and Profit and Loss accounts for the last two financial years, it is to be notarised and consularized by the Myanmar Embassy concerned in the country where the company is incorporated.

(3) Where the original Memorandum and Articles of Association and other relevant documents are not in English language, authentication of the translation into English.
The application for registration is to be accompanied by the following documents.

(1) Two sets of Memorandum and Articles of Association duly stamped and printed both in Myanmar and English
(2) Declaration of registration
(3) Declaration of legal and official version of the documents
(4) Declaration of the situation of registered office
(5) Translation certificate by a competent translator
(6) List of Directors
(7) List of person(s) authorized to accept services of process and notice in Myanmar on behalf of the company (i.e. for a branch office of a foreign company.)

For a Public company, the following additional documents shall be submitted before commencing the business
(1) List of person to act as directors
(2) List of person who have consented to act as director
(3) Agreement to take qualification shares.

Source: Directorate of Investment and Company Administration (DICA), Minstry of National Planing and Economic Development

DICA cut off company registration fee for private companies

The Directorate of Investment and Company Administration has announced wide-ranging changes to Myanmar company registration fees that will make life easier for start-ups while raising the bar for public companies.

Director general U Aung Naing Oo told The Myanmar Times yesterday that the goal is to encourage more small and medium enterprises “run by those who really want to do business”. The new charges come into effect on June 1.

How to enter Myanmar Market?

The XYZ BV is a Dutch company that provides serviced offices to its clients in different countries. After the successful establishment in Singapore the XYZ BV is now seeking for a business opportunity to enter the market in Myanmar.

 The XYZ BV is approaching us with the query of Myanmar company registration or to start with a market research by sending first a professional to Myanmar. Further points are the company type that would suite best for their investment strategy, obstacles for foreign companies entering the market as well as the rules and regulations on company, tax and labour law regarding foreign and local employment contracts by complying with Myanmar labour law.

To find the right business start-up based on the possibilities in Myanmar we advised XYZ BV on the advantages and disadvantages of the different company types such as representative office, MIC company or a Non-MIC company relating to capital requirements, foreign investment protection and tax issues.

Foreigners like Mr M, the CEO of the XYZ BV, may set up a 100 percent foreign-owned company either under the Myanmar Foreign Investment Law or the Myanmar Companies Act. If the XYZ BV will set up a business according to the Companies Act the minimum share capital requirement is $50,000 for service companies – and $150,000 for manufacturing companies.

Furthermore, it is required for a foreign company to obtain a permit from Directorate of Investment and Company Administration (DICA). A DICA permit is generally renewable every five years. Under the Foreign Investment Law (FIL) it is at the discretion of the MIC (Myanmar Investment Commission) to decide on the minimum share capital and also the decision is based on the desired business activities.

Before a foreign company is set up in Myanmar, it is required to apply for Permit to Trade from the Ministry of National Planning and Economic Development before it can apply for registration of the company with the Registrar of the Companies Registration Office.
However, the Permit to Trade shall not be understood in the common sense and rather means “Permit to do business”. Although the government did not announce a provision of such permit, no registration certificates or DICA permit for a foreign trading company (distributing and selling products) are issued at present.

Therefore, trading activities are still restricted to Myanmar citizens. For this reason if trading is an important and main part of the XYZ BV. they should consider setting up a 100 percent local-owned company under the Myanmar Company incorporation Act which they can commit to act as agent and/or distributor for their imported goods.

The XYZ BV as a foreign company has to take into account that not all sectors are open for foreign investors. However, the law provides the option to enter into a joint venture with the government for restricted sectors. Providing serviced offices like the XYZ BV is not a restricted sector. Based on the given fact we advise the XYZ BV to form a MIC approved company under the FIL.

Therefore XYZ BV can reach the following incentives and benefits like income tax exemption from the year of starting production or services activities, up to continuous five years and also exemption or relief from income tax on profit which is re-invested within one year and as well as exemption or relief from income tax up to 50 percent of the profit accrued from exports, repatriation of profit and so on.

Furthermore the foreign investor is protected under the FIL against nationalisation and expropriation, which is also guaranteed by law. Additionally, the XYZ BV, if registered under the FIL is eligible to lease not only from the state but from private individuals as well.
Lease periods extend up to 50 years and after this period, the Myanmar Investment Commission may authorise an extension of further 10 years, which is again renewable for another 10 years.

Related : What you need a Company Registration in Myanmar (Burma)?

What you need a Company Registration in Myanmar (Burma)?

Company Registration in Myanmar (Burma)

Registration is the first step a businessperson will be required to take before making an investment or company incorporation in Myanmar, whether that person is a citizen of Myanmar or a foreigner. In accordance with the Myanmar Companies Act of 1914 and the Special Companies Act of 1950, a company may be registered in one of the following forms:

•  As a private OR public company by Myanmar citizens
•  As a foreign company OR branch of a foreign company
•  As a joint venture company
•  As an association/nonprofit organization

First steps include:

• Check availability of company name at DICA

• Obtain company registration forms at DICA & pay stamp duty

• Submit form and Pay company registration fee

Related : Corporate Secretarial Service in Myanmar


Investment Application (MIC)

The Myanmar Investment Commission (MIC) is responsible for verifying and approving investment proposals and regularly issues notifications about sector-specific developments. The MIC is comprised of representatives and experts from government ministries, departments and governmental and non-governmental bodies.

• Use the DICA website to retrieve information on requirements for your MIC permit application
• First, investors must first submit a proposal to the Myanmar Investment Commission
• If the proposal meets the criteria, it will be accepted within 15 days
• If accepted, the MIC will review the proposal and reach a decision within 90 days.

Company Incorporation in Myanmar (Burma)

Extrovert Myanma provides consulting services in Myanmar including: (a) due diligence, market research, SWOT analysis, planning business operation & new business organization; (b) MIC permit, Myanmar company registration and starting business operation, as well as, (c) provide human resources (local staff), administrative, liaison & business representation (agency), and management support services in Myanmar. We use services of experienced Myanmar lawyers for consulting projects involving specific legal matters, including trade mark registration, product registration, trade disputes, legal review & representation, etc. Please visit Services page for details of our other services.

We provides complete range of investment consulting services required for (a) joint venture (JV) between foreign and Myanmar investors and (b) 100% foreign owned company registration in Myanmar. For strategic investments, in connection with new company registration in Myanmar.

•  Project evaluation, local content management and localization;
•  Preparation of initial environmental examination (IEE) report, environmental impact assessment (EIA) report, and social impact assessment (SIA) report;
•  Help preparing application for MIC permit (permit given by Myanmar Investment Commission), submission of MIC permit application, liaison with MIC and respective other Government Ministries / Departments, attending meeting along with clients in connection with MIC’s approval;
•  Myanmar Company Registration with DICA (Directorate of Investment and Company Administration); and
•  Office management services, engineering services and project management support services, during project implementation.

 Based on initial project evaluation, clients / investors may decide to register companies directly with DICA without MIC permit where it is unlikely to get MIC permit.

In Myanmar business can be conducted through one of the following types of business organizations:

 Companies limited by shares. i.e., local Myanmar companies; joint venture companies; 100% foreign owned companies

•  Branch Offices or Representative Offices of a foreign company
•  Associations not for profit
•  Partnerships

Detailed and updated information about company registration procedures can be obtained from the office of the Directorate of Investment and Company Administration (DICA), under the Ministry of National Planning and Economic Development; the information “Myanmar Investment Guide” can also be found at DICA’s website. Information related to Trading License and Export & Import can be obtained from Export Import Registration Office, Directorate of Trade Ministry of Commerce.

Myanmar law allows foreign investors to set up a hundred percent foreign-owned company or a joint venture with a Myanmar partner. Foreign companies with small investment may register under the Myanmar Companies Act, with a Permit to trade; however large investments may preferably get a permit from Myanmar Investment Commission (MIC) under the Myanmar Foreign Investment Law (FIL) to get certain state / sovereign protection of investment in Myanmar. Myanmar Investment Commission (MIC) is reviewing most of the foreign investments in Myanmar, and coordinating with other government departments and organization.

The governing law for the limited companies is the Myanmar Companies Act 1914. Under section 27A of the Act, a foreign company, whether a hundred percent owned or a joint venture and a branch /representative office is required to obtain Permit and Registration. A company with share contribution of the State shall be registered under the Special Companies Act 1950 and the Myanmar Companies Act 1914. A Joint-Venture with the State equity formed under Special Companies Act is exempted from obtaining a Registration.

For company registration with DICA without MIC permit under Foreign Investment Law, the minimum capital to be brought in Myanmar through bank transfer is as follows:

 Industrial, Hotel and Construction Company – US $ 150,000.
 Services, Travels and Tours Company, Bank Representative Office and Insurance Representative Office – US $50,000.

 ompany registration process with DICA includes checking availability of any proposed company name, submit required documents, payment of registration fee, issue of temporary registration card and permit to trade, documentation for foreign currency transfer, issue of permanent registration card, etc.


Our clients and business associates are from Japan, USA, UK, Germany, Norway, South Africa, Australia, Singapore, India, Thailand, Myanmar, etc. Our company provides consulting services in Myanmar across industries: • Oil and Gas • Power • Renewable Energy • Mining • Telecommunication • Information Technology & IT Enabled Services • Real Estate • Infrastructure • Agriculture • Medical & Health Care • Manufacturing • SME • Environmental Engineering and Waste Management • Fisheries and Aquaculture • Garments and Apparel • Handicrafts and Antique • Banking Finance and Insurance.

Related : Corporate Secretarial Service in Myanmar

In Myanmar, we provides one-stop customized consulting service to foreign investors for entry into Myanmar’s emerging market and business match-making with local companies. Our services cover market research and due diligence, technical feasibility, IEE-EIA-SIA, MIC permit, Myanmar company registration, liaison with Government Ministries and Departments, localization of business, HRM-Recruitment-local content management and project management support services. For details of our services please visit SERVICES page.

In Myanmar, we have a Panel of Advisors and Senior Consultants who retired from various Myanmar Government Ministries / Departments / Enterprises. MiTA Myanmar Team consists of professionally qualified and highly experienced personnel with international experience.

Myanmar is in transition for fast economic development and Government is making new investor friendly rules & regulations for real development. The laws & regulations are changing very fast. You may contact relevant Government Ministries or consulting companies advising investment in Myanmar for updated information in this connection. You may please Contact MiTA to know more about the process of company registration in Myanmar: (a) documents required to register a company with Directorate of Investment and Company Administration (DICA), Ministry of National Planning and Economic Development, Government of Myanmar; (b) time frame for completing company registration in Myanmar; (c) Government fee for Myanmar company incorporation; (d) our consulting services in Myanmar and professional fees.

Corporate Secretarial Service in Myanmar

Over time, companies can go through much of the personal, corporate secretarial service in Myanmar , financial and geographic changes that require the help of legal experts. Whether the issue of redistribution.

The actions and changes in the capital, or create a new office, we can offer our

Customers in the formulation and provide adequate documentation for the occasion
Government agencies. In addition, we can also release Publications Media
He said the public of changes.

In order to avoid any complications that may arise in the line, and we are in interactive
Encourage our customers to get our advice and services they will get. We have a group of
Include the administrative services for business:

•      Change to shareholders
•      Change of Director
•      Change of address
•      Raise capital

    There has to be a current interactive customer to enjoy our services. Do not hesitate to
Please contact us if you have any questions or need our services, and we will contact you
Off.

Read Also : Finding Business Partner in Myanmar (Burma)