Quarterly Business Magazine

Doing Business in Myanmar

Company Registration and Permit Application
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Under the new Foreign Investment Law enacted in November 2012, foreign investors are now allowed full equity ownership in various sectors of business in Myanmar. Additionally, they may enter into partnerships with both local and foreign partners, enter into joint ventures in private or public limited companies, and establish branch offices of foreign companies within the country.

As a further testament to the rapid economic reforms, the process of investing and setting up a business in Myanmar has been sped up and simplified. Bureaucratic red tape no longer delays company registration and application for a permit to do business. Two one-stop service centers in Naypyidaw and Yangon, run by departmental cooperation teams from the myriad ministries involved in company registration and permit application, are now able to issue registration and permit cards almost instantly – provided, of course, that the right documents are submitted and instructions are followed.

The process is relatively straightforward, be it for setting up a foreign branch or representative office, entering a joint-venture with a local company, or establishing a 100% foreign owned company. Enter a one-stop service center, either in Naypyidaw or Yangon, and the following procedure will take course:

1) If you are forming a new company, verification will be made to ensure that there is no other company of the same name. However, if you are opening a foreign branch or representative office, your Myanmar office will be registered by the parent company’s name followed by a parenthesis indicating that it is a branch or representative office – i.e. Parent Company (Myanmar Branch, Yangon Office, etc.).

2) Submit the required set of documents. The requirements vary with each category of registration. (See below.)

3) When the required documents have been duly and correctly submitted, you will be required to pay a fee of 1,000,000 kyats, after which you will be issued a temporary registration card and a permit – both valid for six months. Though obtaining a permanent (five-year) registration card and permit will take relatively longer, it is expected to take no longer than 1-2 months, a period well within the 6-month validity of the temporary card and permit.

4) Information on the company’s Board of Directors will be forwarded to the Ministry of Home Affairs for security clearance. Concurrently, details of your company’s intended operations will be sent to the relevant ministry for an “approval”.

5) Following the Home Affairs security clearance and ministry approval, the Executive Committee of the Myanmar Investment Commission (MIC) will, at its weekly meeting, examine the documents concerned before passing them on to the Cabinet of the Union Government.

6) After the Cabinet’s approval, the company – or parent company if it is a branch office – must submit its Memorandum and Articles of Association, along with 200,000 kyats in official stamp fees.

7) A company doing business in services is required to wire transfer an initial US$ 25,000 fee – 50% of the full US$ 50,000 – for the final stage of registration and permit application. Similarly, for a company involved in industry, hotels, and construction, a transfer of US$ 75,000 –50% of the full US$ 150,000 – is required. The fees can be deposited at the Myanmar Foreign Trade Bank (MFTB), Myanmar Investment and Commercial Bank (MICB), or any of the 18 private banks authorized to deal in foreign currency. Note that for companies in industry, hotels, and construction, an additional permit from the MIC is required for final approval.

8) The permanent registration card and permit will now be issued. The card and permit are valid for 5 years, renewable for consecutive 5-year periods with a renewal fee of 500,000 kyats each time.

Foreign Branch or Representative Office

Documentary Requirements for Permit Application

1. Application for Permit (affixed 1,000 kyats court fee stamp)
2. Application Form A (2) copies (duly filled up and signed)
3. List of specific intended business activities to be carried out in Myanmar
4. Original bank statement of the company
5. Annual reports or audited financial statements of the parent company for the previous 2 years (notarized and certified by the government office concerned of the respective country)
6. Statement of compliance for initial capital brought in
7. Memorandum and Articles of Association of parent company (notarized and certified by the government office concerned of the respective country)
8. Appointment letter/Power of Attorney for the Authorized Person (notarized and certified by the government office concerned of the respective country)
9. Board of Director's Resolution of parent company
10. Passport or NRC copy of authorized person
11. List of directors of parent company
12. License of the Central Bank of Myanmar for Bank Representative office

Foreign Branch or Representative Office

Documentary Requirements for Registration Application

1. Memorandum and Articles of Association of parent company (notarized and certified by the government office concerned of the respective country)
2. Official declaration of registration
3. Official declaration of registered office
4. Declaration of legal authenticity of documents (done by local advocates)
5. Certificate of translation, notarized, if documents are not in English
6. Undertaking for occasional reports as required by regulation
7. Persons authorized to accept services in the Union of Myanmar (Form XVIII)
8. Appointment letter/Power of Attorney for the authorized person (notarized and certified by the government office concerned of the respective country)
9. Myanmar Translation of Memorandum and Articles of Association of parent company
10. List of directors of parent company
11. Passport or NRC copy of authorized person

100% Foreign Owned or Joint-Venture

Documentary Requirements for Permit Application

1. Application for Permit (affixed 1,000 kyats court fee stamp)
2. Application Form A (2) copies (duly filled up and signed)
3. List of specific intended business activities to be carried out in Myanmar
4. Statement of compliance for initial capital brought in
5. Original bank statement for each shareholder and shareholding company
6. Passport copy or NRC copy of each shareholder and director
7. Memorandum and Articles of Association (copy)
8. Board of Director's Resolution if shareholder is a company

100% Foreign Owned or Joint-Venture

Documentary Requirements for Registration Application

1. Memorandum and Articles of Association
2. Official declaration of registration
3. Official declaration of registered office
4. Declaration of legal authenticity of documents (done by local advocates)
5. List of intended business activities (to mention only specific business)
6. Certificate of translation
7. List of directors (Form 26)
8. Passport or NRC copy of each shareholder and director

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