A share or security is a moveable and transferrable property subject to the Companies Law, other applicable law and the constitution of a company. A shareholding member has a right to vote on a poll at the company’s meeting on any resolution, an equal right to share in dividends and an equal share to distribution of company’s assets.

Now in Myanmar, there will be no more minimum share capital requirement when registering a company in Myanmar. However, there will be minimum share capital requirement stipulated by the Central Bank of Myanmar, and Ministry of Planning, Finance and Industry based on the business sector such as banking, insurance and securities companies.

Subject to the Myanmar Companies Law, it provides the issuance of shares or securities to a company as follows:-

  • shares of different classes;
  • shares which may be redeemable;
  • shares which have preferential or restricted rights to distributions of capital or income;
  • shares which have special, limited, or conditional voting rights; and
  • shares which do not have voting rights.

Further, a company may also issue in accordance with Myanmar Companies Law, any other applicable law, the constitution of the company or the terms of issue:-

  • options to acquire shares;
  • other securities which convert into shares; and
  • other interests.

Allotment or change of share or securities

A shareholder who wishes to make an allotment or change of share or securities must register such application in DICA within 21 days. The notice to the DICA must record the amount and whether the shares are fully or partly paid up, so that the shares are deemed to have been issued when the name of the holder is entered in the register of the company.

Transfer of Shares

A member can transfer any shares by an instrument of transfer in the prescribed form, duly stamped and delivered to the company. Every company must file the notice of the transfer of shares within 21 days using the prescribed form with the Registrar. If as a result of the transfer the company has either become or ceased to be a foreign company, the notice must state this.

Listing on Stock Exchange

Public companies that want to list on the Yangon Stock Exchange must have at least 100 shareholders and above, and a minimum paid-up capital requirement of 500 million Kyats (MMK 5,000 lakhs) will also apply. https://ysx-mm.com/regulations/ysxregulations/

Charltons, in cooperation with local lawyers, our affiliated corporate service providers and Myanmar Corporate Services, advises on the local rules and regulations in relation to share matters and company capital matters.