Type of Business Structure

Although there are several types of business structures in Myanmar, foreign investors tend to establish a private company limited by shares. In principle, a company is a separate legal entity, therefore, individual and corporate shareholders are not liable for debts of the company.

Minimum Share Capital

A company in Myanmar must have at least one shareholder, either an individual or a company. Generally, there are no minimum share capital requirements in relation to companies registered in Myanmar. However, certain business activities, e.g., trading, may require a minimum share capital.  

Foreign Ownership Limit

Foreign investors can own up to 100% of shares in companies registered in Myanmar. However, if more than 35% of shares are controlled by foreign individuals or organisations, such a company would be considered foreign. Foreign companies may not carry out certain restricted business activities set out in Notification No. 15/2017. Further, a company with even one share owned by a foreign person is not allowed to buy and own land in Myanmar.

Registration Process

To register a company in Myanmar, an application with the Directorate of Investment and Companies Administration (DICA) must be submitted via the Myanmar Companies Online system (MyCO). The application should include the following documents:

• Form A1 (Application for incorporation as a private company limited by shares) containing various details of the proposed company including directors, shareholders, office address, share capital, etc.;
• A copy of a National Registration Card (for Myanmar citizens) or a passport (for foreigners) of each director, individual shareholder, every representative of a corporate shareholder and company secretary (if any);
• For every corporate shareholder, a copy of corporate documents (e.g., the company's constitution, registration certificate, shareholders/directors register, etc.); and
• A copy of the proposed company’s constitution (if different from the Myanmar model constitution).

Certificate of Incorporation

If the above information is correct, a DICA officer should approve the establishment of the company within a couple of business days. A soft copy of the Certificate of Incorporation certifying the registration of the company and the Company Extract setting out a list of directors and shareholders, a share capital and other important details can be downloaded from the MyCO website.

How we can assist your business in Myanmar

Our team can assist you with:

• advising on the best corporate structure to match your plans for the business in Myanmar;
• running checks on existing company names;
• applying to DICA for the company incorporation;
• applying for a Taxpayer Identification Number (TIN); and
• opening corporate and personal bank accounts with commercial banks in Myanmar.

Our legal advisers can also assist with company name changes, share structure amendments, appointing a new director of the company and drafting key company documents, including:

• shareholders agreements (if you have more than one shareholder);
• company constitutions; and
• employment contracts.