There are a number of methods to establish business operations in Myanmar. The preferred method depends largely on the nature, scope, and expected capital requirements of a particular business. Companies can be established pursuant to the 2016 Myanmar Investment Law or the 2017 Myanmar Companies Law and 2018 Myanmar Company Regulation. Companies incorporated under the MIL can avail of certain tax exemptions and other incentives.

Companies planning to carry out operation which require substantial investments such as manufacturing, construction, mining, hotels & resorts, agriculture and transportation must incorporate under the MIL.

New company registration is allowed in new electronic platform called MyCo- Myanmar Companies Online with the commencement of the Myanmar Companies Law 2017. DICA-MyCO is more efficient and requires minimal material documents. MyCO is established and maintained by DICA as a public registry of all companies and entities registered under the Myanmar Companies Law 2017. The information on MyCO is maintained electronically and is publicly accessible 24 hours a day.

Myanmar Company Incorporation under the 2017 Myanmar Companies Law

Myanmar Company incorporation is governed by the 2017 Myanmar Company Law. The MCL provides for different forms of company incorporation in Myanmar including sole proprietorship, partnerships, limited liability companies, registered branches of foreign companies and joint ventures.

Myanmar company incorporation

Applications to establish a company under the MCL are made to the Company Registration Office (CRO) headquartered in Yangon and which operates under the auspices of the Directorate of Investment and Company Administration (DICA). Foreign investors considering investment in Myanmar should only invest through a Myanmar incorporated company in which they are controlling shareholders and directors duly registered at the CRO in accordance with the MCL. The DICA has published a Myanmar Investment Guide and prescribed Model Constitution under the Myanmar Companies Law 2017, which sets out the procedures and formalities for the establishment of business operations in Myanmar.

The application to the Registrar for the registration of a company under this Law must be made in the prescribed form and must state:

  • the proposed name of the company;
  • the proposed type of company;
  • the full name and address of each applicant;
  • the full name, date of birth, gender, nationality and address of every director and any secretary of the proposed company;
  • that each individual named as a director or secretary of the proposed company has given their written consent to act as a director or secretary of the proposed company;
  • the address of the registered office of the proposed company, which in the absence of any other notice will be taken to be the address for service of documents to the proposed company;
  • the address of the company’s principal place of business if different to the registered office; and

– in the case of a private, public or unlimited company:

  1. the full name and address of every member of the proposed company;
  2. that each member of the proposed company has given their written consent to be a member and subscribe for the shares to be allotted to them;
  3. the number and class of shares to be issued to each member;
  4. the currency in which the company’s share capital is to be denominated;
  5. the amount (if any) each member agrees to pay for each share;
  6. whether these shares will be fully paid on registration;
  7. whether the proposed company has an ultimate holding company;
  8. whether the proposed company will, on incorporation, be a foreign company; and

– in the case of a company limited by guarantee:

  1. the full name and address of every member of the proposed company;
  2. that each member of the proposed company has given their written consent to be a member;
  3. the proposed amount of the guarantee that each member agrees to provide; and
  4. if the company is to have a share capital:
    1. the number and class of shares to be issued;
    2. the currency in which the company’s share capital is to be denominated;
    3. the amount (if any) each member agrees to pay for each share; and
    4. whether these shares will be fully paid on registration.

– An application for registration must:

  1. be signed by each applicant;
  2. include a declaration by each applicant that all matters stated in the application are true and correct; and
  3. where the company proposes to use a constitution which differs in any substantive way from the model constitution, be accompanied by a copy of the proposed company’s constitution certified by at least one applicant, otherwise a statement that the company proposes to use the model constitution.