Filing Annual Return in Myanmar

Annual Return under the Myanmar Companies Law

According to the Myanmar Companies Law (“MCL”), every company incorporated in Myanmar must, within 2 months of its incorporation and once at least every year (but no later than 1 month after the anniversary of its incorporation), file a return of its particulars with the Registrar (“Myanmar Companies Online” (MyCo)), which is called the Annual Return (“AR”).

Therefore, all companies must file the AR with the Registrar within specified period. Failure to file an annual return may lead to the company’s registration being suspended and the company being struck off from the company register. The AR cannot be filed until all particulars are accurate in the MyCo Registry and each section must be confirmed to be accurate.

As for public companies, they must send their last financial statements to the Registrar at the same time as the annual return under the MCL by using prescribed form which is financial statement of public company.

Particulars included in the Annual Return

Apart from any case to be complied with any applicable laws, the following particulars must be included in the AR:-

• the registered name of the company;
• the registration number of the company;
• the address of the registered office of the company and, if different, the address of the place where the register of members is kept;
• in the case of a public company, a list of the 50 members (or such other number of members if the company has less than 50 members) holding the largest number of shares in the company and their respective names, addresses and nationalities and shareholdings;
• in any other case, a list of all members of the company and their respective names, addresses and nationalities and shareholdings and a list of persons who ceased to be members since the date of the last filing;
• the date of the last annual general meeting of the company (if applicable);
• particulars of the company’s principal activity or activities at the date to which the accounts of the company are made up and at the date of the AR;
• a summary distinguishing between shares issued for cash and shares issued as fully or partly paid up otherwise than in cash;
• the amount of the share capital of the company, and the number of the shares into which it is divided;
• the amount called up on each share;
• the total number of shares forfeited or cancelled since the date of the last return;
• whether the company has either become or ceased to be a foreign company since the date of the last return and the date on which such change occurred;
• the names of the company’s subsidiaries, holding companies and ultimate holding company, if any;
• the names, addresses, gender and nationalities of the persons who at the date of the return are the directors of the company and of the persons (if any) who at the said date are the secretaries of the company, and the changes in the personnel of the directors and secretaries since the last return together with the dates on which they took place;
• confirmation that the mortgages and charges which are required to be registered with the Registrar under the MCL have been registered; and
• other facts as may be prescribed from time to time.

In addition to filing the above-mentioned particulars with the Registrar, the said list and summary must be contained in a separate part of the register of members. The return and copy maintained with the register must be signed by a director or by a secretary of the company and state that the list and summary state the facts as they stood on the day aforesaid.