How to register a company in Myanmar

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 foreign company registered in Myanmar 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

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