Company incorporation is carried out by DICA in accordance with the provisions of the Myanmar Companies Law (2017); and investment proposal applications come under the Myanmar Investment Commission (DICA is the secretariat of the MIC).
New company registrations can be completed via Myanmar Companies Online (MyCO), following the commencement of the Myanmar Companies Law (2017). Established by DICA, MyCO acts 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, 7 days a week.
A company or entity can be registered on Myanmar Companies Online (MyCO) in accordance with the Myanmar Companies Law (2017) and the Special Company Act (1950). The types of companies and entities which can be registered on MyCO are as follows:
- Private Company Limited by Shares
- Public Company Limited by Shares
- Company Limited by Guarantee
- Unlimited Company
- Business Association
- Public Company Limited by Shares under the Special Company Act 1950
- Private Company Limited by Shares under the Special Company Act 1950
- Overseas Corporation
MyCO can be used to incorporate companies, submit and file company information with the Companies Registrar (DICA), search company information and purchase company information.
In the case of a limited liability company, foreign ownership is allowed up to a maximum of 35% in local companies. This is a significant liberalisation measure as foreign investors can now own up to 35% of the equity in Myanmar owned companies (directly or indirectly), without changing the company’s status to a ‘foreign company’.
There are no restrictions on the transfer of shares in companies between local and foreign shareholders, but any change to ‘foreign’ status for a company will need to be advised to DICA.
The law allows companies with a single shareholder and single director to be established. It requires all companies established in Myanmar to appoint at least one director who is ‘ordinarily resident’ in Myanmar. A person will be considered to be ordinarily resident if they hold permanent residency or is resident in Myanmar for at least 183 days in each 12 month period. The period of residency will be calculated from the date of incorporation of a company (or the date of commencement of the new law for existing companies).
Public companies must appoint at least 3 directors, and at least one of the directors must be a Myanmar citizen who is ordinarily resident in Myanmar.
There are no minimum capital requirements for the incorporation of company.