In the recent years, Myanmar is becoming a good investment point for outside investor due to its big population and unexploited market. Myanmar has eased restrictions on foreign investment significantly over the past years, making the market more accessible to foreign investors.
General requirements for setting up a company in Myanmar
Myanmar government allow foreign ownership that means you can set up 100% foreign-owned companies in most sectors in Myanmar. However there are a few business activities that foreign investors cannot undertake in this List of Restricted Investment Activities.
There is no official minimum capital requirement in Myanmar for companies with foreign shareholders. However, service sector companies need at least US$50,000 and manufacturing companies require US$150,000 of minimum capital. Furthermore, to establish a branch or a representative office in Myanmar, you need to have US$50,000 of minimum capital. The parent company needs to deposit this from their equity.
For registered address, you can do with virtual office or a physical office. Foreign-owned entities can rent a physical office for up to 2 years. For more extended periods, you need to seek further approval.
Legal entities available to foreign investors in Myanmar
As a foreign investor, you have some options for setting up a company in Myanmar, and here are the business structures you can consider.
|
|
Minimum Number of Shareholders |
Minimum Capital Requirement |
Maximum Allowed Foreign Ownership |
|
Wholly foreign-owned company (LLC) |
1 |
No official minimum capital requirement* |
100% |
|
Local company (LLC) |
1 |
No official minimum capital requirement* |
35% |
|
Joint venture with a local partner (LLC) |
2 |
US$50,000 |
80% |
|
Joint-stock company (PLC) |
7 |
US$50,000 US$150,000 if you want to be listed in the Yangon Stock Exchange |
100% |
|
Branch office |
1 |
$50,000 |
100% |
|
Representative office |
1 |
$50,000 |
100% |
The step-by-step process of company registration in Myanmar
Company incorporation is under the jurisdiction of the Directorate of Investment and Company Administration (DICA), a secretariat of the Myanmar Investment Commission (MIC).
The first step in company incorporation is to apply for a Business Incorporation Certificate from DICA, with the submission of certain documents:
- Form A of the Myanmar Companies Regulation 1957
- Draft Memorandum and Articles of Association
- Duly completed questionnaire form
- Intended activities to be performed
- Estimated expenditures in Myanmar for the first year’s operations
- Financial credibility of the company/individual
- Board of Directors resolution, if the subscriber is a company
Once you’ve submitted the documents above and received your temporary permit to trade, you will need to provide another set of forms to register your company including:
- Declaration of registration
- Two copies of Memorandum and Articles of Association duly stamped and printed both in Myanmar and English
- Declaration of the legal and official version of the documents
- Declaration of the situation of registered office
- Translation certificate by a competent translator
- List of Directors
- List of person(s) authorized to accept services of process and notice in Myanmar on behalf of the company (i.e., for a branch office of a foreign company.)
- All shareholders will also need to sign the incorporation application before a certified lawyer or accountant in Myanmar.
Once your company in Myanmar is set up, you need to complete the following activities:
- Inject 50% of capital into your business
- Submit a list of directors and shareholders
- Get an official company seal
- Register your tax and any employees for social security
The usual timeline for your business to become operational is 3 – 6 months for the appropriate process approvals by the Myanmar Investment Commission
Source: emerhub.com