Registration Options in Myanmar

Foreign investors looking to establish a business presence in Myanmar must navigate various legal frameworks, depending on the nature and scope of their operations. Myanmar offers several registration options tailored to specific investment sectors and business models. The three primary registration routes available to foreign investors are:

1. Registration under the Myanmar Companies Law of 2017
2. Registration under the Myanmar Investment Law of 2016
3. Registration under the Special Economic Zone Law of 2014 for operations in special economic zones.

Each of these frameworks offers different options, depending on the type of business and investment approach. This article focuses on the registration process for overseas corporations (branch offices) under the Myanmar Companies Law.

What is an "Overseas Corporation"?

Under Section 1 (xxi) of the Myanmar Companies Law, an "overseas corporation" is defined as a body corporate that is incorporated outside Myanmar but intends to operate or conduct business activities within Myanmar. Such corporations must comply with Myanmar's legal requirements and are required to register with the Directorate of Investment and Company Administration (DICA) before commencing any business activities in Myanmar. Effectively, the concept of a registered overseas corporation has replaced the previously used structures of branch offices and representative offices under Myanmar’s former regulatory framework.

When Must Overseas Corporations Register?

According to Section 43 (a) of the Myanmar Companies Law, an overseas corporation, or a foreign company, cannot engage in "carrying on business" in Myanmar unless it has registered with the DICA. While the term "carrying on business" is not explicitly defined, Section 43(b) outlines activities that do not qualify under this term, including:

1. Engaging in legal proceedings in Myanmar;
2. Holding directors or shareholders meetings;
3. Maintaining a bank account;
4. Selling property through an independent contractor;
5. Lending money;
6. Collecting debts;
7. Conducting isolated transactions completed within 30 days;
8. Investing funds or holding property.

Section 12 of the Myanmar Companies Regulations clarifies that "carrying on business":

1. Includes administering, managing, or dealing with property in Myanmar as an agent or trustee;
2. Does not exclude activities conducted without a profit motive.

In practice, a foreign company may register as an overseas corporation, effectively establishing a branch office, if it intends to carry out revenue-generating activities in Myanmar without forming a separate legal entity. This structure is commonly used by foreign oil companies, infrastructure contractors, and other firms engaged in short-term projects. Moreover, to open a corporate bank account with a Myanmar bank, a foreign company may be required to establish a branch office in the country.

Registration Process under the Myanmar Companies Law

To register an overseas corporation, the applicant must create an online MyCO account on the official website. Once logged in, the user should select "register a new company/entity" and complete Form A-8.

The required documents for registration include:

1. Official Form A-8 (application for registration as an overseas corporation);
2. Evidence of incorporation (dated within the last 30 days);
3. A copy of the constitutional documents of the overseas corporation;
4. Myanmar translation of the constitutional documents, along with an English summary certified by a director;
5. Copies of the National Registration Card (NRC) (for Myanmar citizens) or passports (for foreigners) of all directors;
6. A copy of the NRC or passport of the authorised officer;
7. A letter of consent from the authorised officer.

Notarised or legalised documents are not required, however, constitutional documents must be translated into the Myanmar language.

After submitting the application and paying the filing fees via VISA/Mastercard/MPU, a transaction number will be generated. If there are no issues with the application, the DICA will issue a certificate of registration, which can be downloaded through the MyCO platform.

Compliance Obligations for Overseas Corporations

Once registered, an overseas corporation in Myanmar must meet several ongoing compliance requirements:

1. Appointment of an Authorised Officer: An authorised officer must be appointed and reside in Myanmar for at least 183 days per year.
2. Taxation: Overseas corporations are classified as non-resident foreign corporations, with profits made in Myanmar taxed at a rate of 22%.
3. Registered Office: A registered office must be maintained in Myanmar for official correspondence.
4. Change of Corporate Details: Any changes in officers, financial accounts, or corporate information must be updated with the DICA.
5. Financial Record Maintenance: Accurate financial records reflecting business activities in Myanmar must be kept.

Annual Return Requirements for Overseas Corporations

Every overseas corporation must file an annual return with DICA within 28 days after the end of its financial year. This return ensures that the information held by the DICA is up to date.

Key details to include in the annual return:

• Confirmation of director(s) and shareholder details;
• Principal business activities in Myanmar;
• Updated financial information, such as balance sheets, cash flow statements, and profit/loss statements.

Additionally, if the overseas corporation’s home country does not require financial statements, the DICA may ask for them in the format used by public companies in Myanmar, and the DICA may require the statements to be audited.

Failure to comply with any filing requirements will result in a fine of MMK 250,000 for each violation.

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Annual Return of Overseas Corporation

Every overseas corporation conducting business in Myanmar is required to file an annual return with the DICA within 28 days after the end of its financial year. This return confirms that the details of the overseas corporation held by the DICA are complete and up to date.

Under the previous regime, the requirements were limited to submitting an updated list of directors of the parent company and its audited financial statements. However, the Myanmar Companies Law of 2017 expands this requirement to include a comprehensive annual return (Form E-7), which necessitates confirming the accuracy of the information entered in the MyCO system.

If the information is not current, the annual return cannot be filed until all changes are notified to the DICA. Additionally, the overseas corporation must provide details about its principal activities in Myanmar. Moreover, every overseas corporation must file specific financial documents at least once each calendar year. The required documents as of the end of the last financial year include:

1. Balance sheet;
2. Cash flow statement; and
3. Profit and loss statement.

If the overseas corporation's country of origin does not mandate the filing of these statements, the DICA may require the preparation of financial statements in the format applicable to public companies incorporated in Myanmar or another prescribed format. The DICA may also require that these financial statements be audited. Failure to comply with any of these requirements will result in a fine of MMK 250,000 for each breach.

Key differences between a private company limited by shares and a registered overseas corporation in Myanmar are described in the table below:

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How We Can Assist

At Law Hero, we provide comprehensive support for foreign businesses seeking to establish and operate a branch office (an overseas corporation) in Myanmar. Our experienced legal and tax team ensures that your registration and compliance processes are smooth, efficient, and fully aligned with Myanmar regulations.

Our services include:

• Pre-registration Advisory
  We assess your business model and advise on the most appropriate registration route under Myanmar law, including the suitability of establishing an overseas corporation versus other entity types.
• Document Preparation & Translation
  We prepare and review all necessary documents, including Form A-8, constitutional documents, translations, and supporting materials, ensuring accuracy and compliance with the DICA requirements.
• Registration
  We handle the entire registration process, including payment of filing fees and coordination with relevant authorities.
• Liaison with DICA
  Our team communicates directly with the DICA on your behalf to resolve any issues and expedite the registration process.
• Post-registration Compliance
  We assist with appointing an authorised officer, setting up a registered office, and registering any changes to corporate information.
• Bank Account Opening Assistance
  We support you through the process of opening a corporate bank account in Myanmar, including document preparation, liaison with local banks, and meeting KYC requirements.
• Annual Return & Financial Filings
  We prepare and file your annual return (Form E-7), maintain compliance with financial reporting obligations, and coordinate with auditors where required.
• Ongoing Legal & Corporate Support
  From contract review to tax compliance and employment matters, we offer continuing support to help your business remain compliant and operational in Myanmar.

Whether you are entering Myanmar for a short-term project or looking to maintain a strategic presence, Law Hero is your trusted partner for business setup and corporate compliance support.