Authors: Eitra Myo & May Myat Thu
Myanmar’s new Companies Law was passed by the Myanmar Parliament on 6 December 2017, and it will come into force on 1 August 2018. Concurrently, a new online system will be launched for the registration of companies in Myanmar.
Salient Points about the new Companies Law
Some highlights of the new Companies Law are as follows:
- small companies can be set up with a single shareholder only. Further, private limited entities are now allowed to keep only one (1) director on the board;
- there are no restrictions in terms of the purpose of the company and its business activities.
However, depending on the nature of the business, a company may be subject to the requirement to apply for a licence or permit, as mandated by the relevant ministries and authorities;
- the Memorandum of Association and Articles of Association will be combined into a single document called the “Company Constitution”, which is more detailed and instructional;
- foreign investment is allowed up to 35% in a Myanmar company. A company will be classified as a “Foreign Company” only if foreign persons or entities own more than 35% of the shares in the company;
- small- and medium-sized companies that have fewer than thirty (30) employees and an annual revenue of less than 50 million kyats are now exempted from certain procedures that were mandatory in the old Companies Act ; and
- the duties, responsibilities and ethics of the directors are also laid out in the new law.
Re-registration of the Existing Companies in Myanmar
Due to the new Companies Law coming into effect, companies that were set up under the old Companies Act are required to re-register under the new Companies Law within six (6) months from the effective date (being 1 August 2018), free of charge. A new company registration number will be issued, which will also be the tax identification number of the company.
Companies that fail to undergo re-registration will be wound up by the Company Registration Office.
Online Registration System
Starting from 1 August 2018, all company registrations, including the re-registration of companies, will be processed through an online registration system – Myanmar Companies Online (“MyCO”). All payments relating to company registration will be made through MyCO.
The Directorate of Investment and Company Administration provides an online registration service at a fee to companies that do not know how to use or may find it difficult to use the new online system.
If you wish to know more general or legal information about investing/setting up company in Myanmar, please do not hesitate to contact us.
Vanessa Ng, COO
+65 6535 8100
Eitra Myo, Legal Manager
May Myat Thu, Corporate Affairs Executive
Written by: Eitra Myo & May Myat Thu