WSG Article: Myanmar: New Requirements for Newly Incorporated Companies for Annual Returns

Myanmar: New Requirements for Newly Incorporated Companies for Annual Returns

April, 2023 - Ramandeep Singh Bhamra

The Directorate of Investments and Company Administration (“DICA“) announced on 1st April 2023 (“Announcement“) regarding the additional requirements when the annual return (“AR“) is submitted by the companies to DICA within two months after registering their company under the Myanmar Companies Law (“MCL“). The purpose of issuing this Announcement is to scrutinize whether the companies, directors, and members of the companies comply with the existing laws and to combat and support the Anti-Money Laundering and Terrorism Financing processes.

The new requirements to be submitted in AR

The Announcement applies to companies established after the date of issuing of this Announcement. Under the Announcement, the following additional particulars must be provided when such companies submit AR to DICA:

(a) The bank account details opened in the company’s name and evidence that the paid-up capital of the shares presented in the MyCo system has been remitted into the bank account.

(b) For each individual described as a director of the company:

– Where the director is a Myanmar national, a recommendation of the relevant township police Force that the director resides at the address of the director stated in the copy of the National Registration Card (“NRC“) of the director and Form “A” (application for incorporation of the company); and

– For a foreign director, evidence that the registration has been carried out in accordance with “The Registration of the Foreigner Rules 1948” (For example – Immigration Form C).

(c) Recommendation from the relevant Township Police Force that the company’s registered office address stated in the MyCo system is actually located at the place as per the address, and the company has arranged to open an office.

(d) The evidence stated in paragraph (b) above regarding the members, if the members stated in the company’s registration are natural persons.

(e) The evidence relating to the member company, if the member stated in the company’s registration is a legal person/ legal entity.

Actions to be taken by dica for non-compliance

Per the Announcement, the entrepreneurs registering the new companies must fully comply with the Announcement starting from the issuance of this Announcement and report the particulars stated in the Announcement to [email protected]. The Registrar will approve the AR submission only after the companies submit these particulars. For the submission of AR without complying with the Announcement, the Registrar will proceed with it under Section 430 (d) of the MCL, where the Registrar may give notice to the company that it intends to suspend the company’s registration. The suspension will take effect within 28 days unless the company makes good the default, including by paying any outstanding fees and prescribed penalties.

We trust this information is helpful. Please get in touch with DFDL if you have any questions or would like to discuss this or any other legal issues in Myanmar.

The information provided here is for information purposes only and is not intended to constitute legal advice. Legal advice should be obtained from qualified legal counsel for all specific situations.