Category Archives: Myanmar Company Registration

Registering a company in Myanmar

A step-by-step guide for starting a foreign-owned business in Myanmar

Myanmar offers two options to foreign investors who want to register a business entity in a nation
blessed with rich natural resources and famed for its inexpensive skilled labour. Businesses that
require substantial investment, such as manufacturing, construction, mining, hotels & resorts,
agriculture and transportation, need to be registered under the Myanmar Foreign Investment Law
(MFIL). However, foreign trading companies and service providers can register under the Myanmar
Companies Act (MCA). Existing laws restrict trading activities by foreign companies.

Registration under the Myanmar Foreign Investment Law (MFIL)

One hundred percent foreign-owned companies and joint ventures with the Myanmar government
or Myanmar nationals can be registered under the MFIL. For joint ventures, the minimum
foreign stake is 35 percent of the company’s share capital. Despite the minimum specified capital
requirement of US$ 500,000, in practice business entities usually invest between US$ 1,000,000
to US$ 2,000,000, depending on the size and nature of the investment project. In the case of joint
ventures with the Myanmar government, companies can opt for local company status under the
Special Company Act (1950).

The main stages for registering a company under MFIL are:

Step-1: Applying for Myanmar Investment Commission’s (MIC’s) Permit

Companies under MFIL need to apply for a permit from the Myanmar Investment Commission
(MIC) before they are able to enjoy a three-year tax holiday (which is the period of construction or
the first three years of business). During this initial period, qualifying companies are exempt from
paying customs duty.

Essential documents required for this process are:

(A) Proposal to the Foreign Investment Commission in the prescribed form – Form I

(B) Draft contract or contracts, as the case may be (eg. JV Agreement)

(C) Draft Memorandum of Association and Articles of Association

(D) Feasibility Study and Profitability Projection Statement for the project period or first ten years, including a “Cash Flow Statement”

(E) Bank reference regarding financial standing

(F) Lease of Land or Properties with maps etc.

(G) For a company, (i) last two years’ Annual Reports and (ii) Performance guarantee

Step-2: Applying for ‘Permit to Trade’

Apart from joint ventures with the government, which are regarded as local companies, every
business entity needs a ‘Permit to Trade’, which is issued by the Directorate of Investment and
Company Registration (DICA).

The following documents are required for ‘Permit to Trade’ applications:

A summary of intended business or economic activities
Statement of estimated expenditure during the first year of operation
Bank references that provide evidence of the financial standing of the subscribers to the
Memorandum & Articles of Association
Power of Attorney in favour of the individual who signs the applications, if he or she is not
a subscriber to the proposed company’s Memorandum and Articles of Association or one of its proposed directors
If any of the parties is a company, a Board of Directors’ Resolution to incorporate a
Company in Myanmar
6. If the Company will be incorporated as a subsidiary of an overseas company, signed
accounts of the parent company for last two years, authenticated and legalised. (If the
accounts are published and bound properly, notarization is not required)

On receipt of approval of the Permit to Trade application, ‘Conditions’ attached must be agreed,
signed and returned to DICA.

Remittance of capital

The minimum capital, as specified in the ‘Conditions’, must be brought into Myanmar in two
installments: the initial half before issuance of the permit, and the second half within twelve months
of issuance. The initial capital should be remitted either to the Myanmar Investment & Commercial
Bank or to the Myanmar Foreign Trade Bank.

The DICA issues the ‘Permit to Trade’ after receiving the credit advice from the bank.

Step-3: Incorporation

The application for company incorporation should be submitted together with a photocopy of
the ‘Permit to Trade’.

The following documents are required:

A list of authorized people who can accept official notices
Particulars of each Director including their address, occupation and nationality
Passport copies of directors
List of the shareholders and their shareholdings
Particulars of each shareholder including their address, occupation and nationality

The estimated time required for company incorporation under MFIL is 4-6 months.

Registration under the Myanmar Companies Act (MCA)

The minimum investment required for a foreign service company under the MCA is US$
50,000. The registration process under this act involves the last two steps of the MFIL company
incorporation process. Under the MCA, the ‘Permit to Trade’ is valid for three years. Renewal of
the ‘Permit to Trade’ requires submission of the same (up-to-date) documents as in the original
application.

The incorporation process under the MCA takes 2-3 months.

Starting Business In Myanmar

Foreigners Investing in Myanmar A foreign investor may incorporate in Myanmar a 100% foreign owned company, establish and operate as a registered branch of a company incorporated outside Myanmar; establish and operate as a sole proprietor; and establish and operate … Continue reading

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