Myanmar Company Law

Myanmar Advance Guide

Myanmar Company Law (as of June 2020)

Myanmar company system

Entry style (company classification)
(Local company)100%-65% stake in Myanmar, up to 35% foreign investment has been recognized as a local company.
(Foreign company)Foreign company Foreign- owned more than 35%
(Branch) Over Sea Corporation
It used to be Branch, but it was classified as Over Sea Corporation due to the revision of the company law in July 2018. Branch is not listed in the company name if it was established under the Corporate Law after July 2018. (For this reason, be careful about withholding tax.)
(MIC company)
established by the Investment Law
(SEZ company)
established by the SEZ Law
Minimum number of shareholders At least 1
Minimum number of directors At least 1

Annual Return, Annual Filling

Annual Return (for Company)
It became necessary to submit a document called Annual Return to the government office called DICA every year. Only basic information such as corporate address, representative, amount of capital, industry, date of general meeting of shareholders will be submitted. (Submitted within one month from the anniversary of the establishment of the corporation, within two months if newly established) Article 97 of the Companies Law
Annual Filling (for Over Sea Corporation)
It has a different name and is called Annual Filling.
1. Regarding the above-mentioned basic information about the Over Sea Corporation, it is necessary to submit it within 28 days from the closing date of the head office.
2. In addition, it is necessary to submit the financial statements of the head office. You must submit BS, PL, CF within 15 months from the closing date of the head office. (we have received comments from DICA that if CF is not prepared, DICA accept BS and PL without CF.) Article 53 of the Companies Act

(Articles of Association)

Articles of association
The model articles of incorporation are currently provided by DICA and will be used if there is no change.
Preferred stock
Although it exists in the law, it is not practiced.

(Shareholders’ meeting)

Regular meeting
A general meeting of shareholders that is held within 18 months after its establishment and is held at least once a calendar year thereafter and within 15 months of the previous meeting.

(Shareholders’ meeting) (2)

Decisions of ordinary resolution
Approval of the majority of shareholders present
Appointment/Dismissal of directors
Determination of remuneration for directors
Appointment of auditor
Determining auditor compensation
dividend

(Shareholders’ meeting) (3)

Decisions of special resolution
Approval of more than three-quarters of shareholders
Change of Company name
Changes to the Articles of Association

(Director)

Directors and Board of Directors

Appointment/Dismissal is a general meeting of shareholders, ordinary resolution

(Statutory Auditor)

Statutory Auditor

The auditor must be a certified public accountant in Myanmar and will audit the financial statements submitted to the ordinary general meeting and submit the audit report.

(Financial Statements)

Financial statements

directors are required to submit audited financial statements and a report on expected dividends at least once a year (the first time within 18 months after establishment) to the ordinary general meeting.

dividend

Dividends can be declared at a general meeting of shareholders. It is necessary to carry out the Solvency Test when paying dividends.