Knowledge for Setting up the Company

1. Definitions

‘Company’ means a company incorporated and registered under Myanmar Companies Law (2017) or an existing company. Generally, there are classified into two kinds of company.

  1. Private company and
  2.  Public company

Foreign company
‘Foreign company’ means a company incorporated in the Union in which an overseas corporation or other foreign person (or combination of them) owns or controls, directly or indirectly, an ownership interest of more than thirty-five percent. This company may register as a foreign company.

2. Essential requirements of a company

A company registered under Myanmar Companies Law must have:

  1. A name;
  2.  A constitution;
  3. At least one share in issue (provided that a company limited by guarantee need
    not have a share capital);
  4. At least one member;
  5. At least one director for the private company;
  6. At least three directors for the public company;
  7. A registered office address in the Union.

3. Company Constitution

A company could be used a constitution issued by the Directorate of Investment and Company Administration as well as a company constitution written by the company.

4. Share Capital and Types of Shares

Incorporating a private company is not limit a minimum number of share capital. Incorporating a public company must take 500 million as a minimum number of share capital.

  1. Types of Shares
  2. Shares of different classes
  3. Shares which may be redeemable
  4. Shares which have preferential or restricted rights to distributions of capital or
  5. Shares which have special, limited, or conditional voting rights and
  6. Shares which do not have voting rights.

5. Shareholders

  1. A private company must have at least one shareholder and no more than fifty shareholders (excluding employees of the company).
  2. A public company must have at least one shareholder and there is no limit on the
    number of shareholders in the company.

6. Director

  1. A director is the person appointed or elected to manage the company’s business and provide it with direction.
  2. A private company must have at least one director who must be ordinarily resident in the Union.
  3. A public company must have at least three directors at least one of whom must be a Myanmar citizen who must be ordinarily resident in the Union. The ordinarily resident director may be a permanent resident of Myanmar or be resident in the country for at least 183 days in every 12-month period.

7. Modes of Company’s Registration

The electronic system, MyCO registry must be used for the registration of company, the submitting of company’s information to DICA and for searching of company’s data.
The term of company
There is no limit to the term of company under the Myanmar Companies Law 2017.

8. Annual Return

Every company must within 2 months from its incorporation and thereafter once at least in every year (but no later than 1 month after the anniversary of its incorporation) file a return of its particulars with the Registrar in the prescribed form on MyCO registry system of DICA.

9. Penalty

According to Myanmar Companies Law 2017, an annual return must be filed to DICA’s registry by the due date. If an annual return is not filed by the due date, the company’s registration may be suspended and the company may be struck off from the DICA’s registry if it has been suspended for more than six months.