Authors: Eitra Myo & May Myat Thu
Foreign investors who wish to do business in Myanmar are required to set up a company first. Companies are to be registered under the Myanmar Companies Act (1914) and Special Companies Act (1950). Foreign investors must also submit an investment proposal application to the Directorate of Investment and Company Administration (DICA), which issues certificates of incorporation and is located in Yangon and other cities including Nay Pyi Taw. The DICA acts as the secretariat of the Myanmar Investment Commission (MIC) and all investment proposal applications are subject to the approval of the MIC.
Here are the 3 steps to register a Company in Myanmar:
Company Name Check
Purchase a name check form and fill in the required information and the desired name for the new company. If the desired name is available, DICA will issue a set of company registration forms including:
- Application Letter
- Form 1
- Notice of the Situation of Registration Office
- Main Business Activities of Company
- List of Directors
- A set of Memorandum of Association (MOA) and Articles of Association (AOA)
The above documents are to be filled in electronically (not handwritten). An advocate’s signature is required for Form 1, the MOA and AOA. Soft copies of all documents are also to be prepared in a CD for submission to DICA, while hard copies of the MOA and AOA must be submitted to the Stamp Duty Office (DICA OSSC). The Company’s seal and Directors’ seals are required on the MOA and AOA.
After all the documents are completed, a Stamp Duty fee is to be paid at the Stamp Duty Office together with hard copies of the MOA and AOA are required. Stamp Duty fees are calculated based on the authorized share amount of a company and the maximum Stamp Duty fee is MMK 165,000 (approximately USD 122). Stamp duty fees must be paid on the same day of the document submission.
Once the stamp duty fees have been paid, the Company Registration fee payment of MMK 250,000 (approximately USD 185) is to be made at the company registration counter. All documents, including stamp duty receipts, are to be submitted at the same counter.
A temporary registration card will be issued within a week after submission of documents and will be valid for 6 months. The company may open a bank account after receiving the temporary registration card to receive the initial share capital, which must be done within two months of receiving the card. Once the initial share capital is injected into the company’s bank account, the company should inform DICA and DICA will then issue the final registration card, which has a validity of 5 years. The company will be considered as officially registered at DICA only after receiving the final registration card.
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