Legal Update October 2013
Myanmar today is a highly promising prospect for businesses and investors. In conjunction with the opening of JTJB’s Myanmar Office, here are answers to some frequently asked questions about opening a business in Myanmar.
1) What types of business structures are available?
An investor has the option to:
1) Incorporate a local company limited by shares
2) Set up a branch office
3) Set up a representative office
4) Form a sole proprietorship
5) Form a partnership
2) Can a foreign individual or a foreign company be 100% shareholder of a company incorporated in Myanmar, limited by shares?
A company can be registered under the Myanmar Companies Act.
(“MCA”) or the Myanmar Foreign Investment Law (“MFIL”) depending on the nature of business activity and the amount of share capital commitment.
A company can be 100% foreign owned, although involvement in a restricted activity may require joint investment with a local partner.
3) Is there a minimum and/or maximum foreign shareholding for joint venture companies?
For certain activities which are restricted and requires involvement of a local partner, the minimum foreign investment capital ratio shall not be less than 35%, but not more than 80% of the total investment amount.
4) Are permits required?
For companies incorporated under MCA, a permit from the Directorate of Investment and Company Administration (“DICA”) is required.
For companies with larger share capital involvement in certain restricted business activities, a permit from Myanmar Investment Commission (“MIC”) is required.
5) What is the minimum share capital for different types of company?
6) Who can be a director?
Whilst there is no requirement for the director to be a local resident, he must be a natural person, at least 18 years of age and is not an undischarged bankrupt.
7) What is the minimum number of directors permitted?
8) What is the minimum and maximum number of shareholders?
Minimum two, maximum fifty.
9) Can a corporate body be a Shareholder?
Yes, Shareholders can be a natural person or body corporate.
10) How long does it take to incorporate a Myanmar Company?
The incorporation process is estimated to be around 2 to 3 months, subject to issuance of permit from DICE (for companies incorporated under MCA).
The approval process may take longer, if MIC permit is required for companies incorporated under MFIL.
For more information, please contact:
SU SU MYAT
Su Su holds a Masters Degree in Law. She has extensive experience in dealing with inward investments issues and approvals, and is an accomplished corporate lawyer.
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