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Summary of Myanmar Company Law

PRINCIPAL LEGISLATIONS

Myanmar Companies Act 1913 Myanmar Companies Rules 1940 Myanmar Companies Regulations 1957

TYPES OF COMPANIES

Company limited by shares


(most common form of incorporation in Myanmar)

Company limited by guarantee


(no existence in practice)

Unlimited company
(no existence in practice)

TWO KINDS OF LIMITED COMPANIES

Private limited company


must have at least 2 members (shareholders) limits members up to 50 restricts transfer of shares prohibits public subscriptions for its shares or debentures

Public limited company

must have at least 7 members must apply for a Certificate of Commencement of Business

MYANMAR / FOREIGN COMPANY

Myanmar company

wholly owned and controlled by Myanmar citizens company with one or more foreign shareholders would be classified as foreign company incorporated in Myanmar other than Myanmar company or a special company formed under the Special Company Act 1950 (with State equity) incorporated outside Myanmar and having established place of business in Myanmar (foreign branch)

Foreign company

PERMIT TO TRADE

Prerequisite for every foreign company to obtain from the Ministry of National Planning and Economic Development before registration with the Companies Registration Office (CRO), but, not required for special company with State equity It is a misnomer, and does not enable a company to trade. It is just a business license Application procedure Valid for two years Renewal of permit submitted within three months before the expiry of the permit

REGISTRATION

Required documents for registration with the CRO


Registration fees US$2,500 Certificate of Incorporation / Certificate of Registration of Branch Office valid for two years

MINIMUM CAPITAL REQUIREMENT

Minimum capital required to be brought in by foreign company


Services company - foreign currency equivalent to Kyat 300,000 (approximately US$50,000 at the official exchange rate of K.6 = US$1) Industrial company - foreign currency equivalent to Kyat 1,000,000 (approximately US$166,666 at the official exchange rate)

Foreign trading company is not available (since 6 years ago)

Statutory Requirements

Name of company Registered office Directors Allotment of shares Transfer of shares Annual General Meeting

Extraordinary and Special Resolutions Statements, Books and Accounts Mortgage or Charge Consequences of noncompliance

WINDING UP

Three modes of winding up


compulsory winding up by court voluntary winding up (members or creditors) winding up under the supervision of the court