Establishment of Operations

Pursuant to Myanmar’s Foreign Investment Law, a foreign entity may establish its presence in Myanmar as a limited liability company (private or public), or alternatively establish a registered branch or representative office of a company incorporated outside Myanmar. Sole proprietorships, partnerships, joint ventures with a citizen, private company, cooperative society or State-Owned Economic enterprise (“SEE”) can also be established. A foreign entity may also enter into a production sharing contract with an SEE for exploration, extraction and sale of petroleum and natural gas and mining operations.

A limited liability company may be 100% owned by foreign investors. Two types of limited liability company can be formed – a private limited liability company and a public limited liability company. At present there are no public foreign companies in Myanmar. A private limited liability must have between two and 50 shareholders. The transfer of shares to foreigners restricted. A public limited liability company is required to have at least seven shareholders.

Registration of companies

Foreign investors may register their companies either under the Myanmar Companies Act (“CA”) or pursuant to Myanmar’s Foreign Investment Law (“FIL”).

The principle differences between companies the two registration options are are:

  •  companies registered under the FIL are eligible for certain  tax incentives  whereas companies registered under the CA are
  • the minimum foreign share capital requirements are significantly different. The minimum share capital requirement applicable to    companies registered under the FIL is US$500,000 (Manufacturing) and US$300,000 (Service). The minimum share capital requirement applicable to companies registered under the CA is US$150,000 (Manufacturing) and US$50,000 (Service).

Registration under the FIL involves the following:-

–           obtaining a permit from the Myanmar Investment Commission (“MIC”)

–           applying for a permit to trade from the Directorate of Investment and Company Administration (“DICA”)

–           applying for registration with the Companies Registration Office (CRO).

A foreign company formed under the CA does not need to obtain an MIC permit, and is only required to apply for a permit to trade and then register with the CRO.