Managedline: business consultancy and legal advice Myanmar
If you have an existing company or branch/rep office registered in Myanmar prior to 31st July 2018 under the old Myanmar Companies Act (1914), you will need to be re-registered the company on the new MyCO online registration system by 31st January 2019 (dateline).
Currently DICA do not charge a registration fee when your re-register your existing company on MyCO before 31st January 2019. The only fee you pay is our Professional Fee of USD 210 (including 5% Commercial Tax)
If you want to re-register your company after the dateline and your company has been struck-off the list you will have to pay a DICA fee of Kyat 250,000 to have the company name reinstated on DICA’s computer. This is on top of the DICA’s re-registration fee of MMK 250,000 and our professional fee of USD 210 (inclusive of 5% Commercial Tax). When you are interested to engage our service to update MyCO please send an email to email@example.com. Separate from updating your company info on MyCo – is the aspect of how the new company law that affects you.
For existing limited liability company, you need to be aware of changes in the New Company Law.
|Topics||Old Law (MCL 1914)||New Law (MCL 2017)|
|Constitution||Memorandum & Article of Association (2 docs)||One single constitution – option to:
|Minimum no. of Shareholder||2||1|
|Minimum no. of Director||2||1 Resident Director1|
|Class of Shares||Only 1 class = Ordinary share||More than 1 class: Ordinary, Preference, Redeemable or Convertible2|
|Authorized Capital||Required||Not Required|
|Par Value of Share||Required||Not Required|
|Declaration of dividends||Only from profit||Not necessarily from profit. However, must pass the solvency test and must not materially prejudice the company’s ability to pay its creditors|
|Ability to do trading||Foreign owned company & Foreign JV not allowed to do trading||JV with ≥ 65% Myanmar ownership can do trading3|
|Director’s Duties||Not clearly defined||Clearly defined.4
1 Must spend ≥ 183 out of 365 days in the fiscal year in Myanmar. This director can be a foreigner.
2 The different classes of shares allow the investors to create different class of shares with different voting rights, distribution of capital. Shares with no voting rights can also be issued.
3 The 65% Myanmar ownership is determined by both the percentage of equity and voting right held by the Myanmar citizen or entity. Technically such a JV company can own land, can apply for import licence, can get an inbound and outbound tour licence, can apply for a overseas employment agent licence, etc. However, we will need to check with the relevant ministries as each ministry may have their own interpretation of what the new company law means to them.
4 Directors’ Duties is now clearly defined as:
- duty to act with care and diligence;
- duty to act in good faith in the company’s best interest;
- duty regarding use of position;
- duty regarding use of information;
- duty to comply with the New Companies Law and constitution;
- duty to avoid reckless trading;
- duty in relation to obligations (of a company); and
- duty to disclose certain interests