Corporate Law at Myanmar
Here’s a detailed overview of Corporate Law in Myanmar:
🏛️ Legal Framework
1. Myanmar Companies Law (2017)
The main statute governing corporate affairs is the Myanmar Companies Law (MCL) 2017, which replaced the older Companies Act of 1914.
The MCL modernizes company law, aligning it more closely with international standards.
It covers company formation, governance, directors’ duties, shareholder rights, financial reporting, mergers, and liquidation.
2. Rules and Regulations
The Companies Rules (2018) provide detailed regulations for company registration, disclosure, and administration.
Additional sector-specific regulations may apply depending on the industry.
🏢 Business Structures
Common business entities under Myanmar law include:
Private Company Limited by Shares (Private Limited Company)
The most common form for SMEs.
Requires 1 to 50 shareholders.
Shareholders have limited liability.
Restrictions on share transfers to protect the private nature of the company.
Public Company Limited by Shares (Public Limited Company)
Suitable for larger businesses and companies that want to raise capital from the public.
Requires at least 7 shareholders.
Must comply with stricter disclosure and governance standards.
Company Limited by Guarantee
Used mainly for non-profit organizations.
Foreign Company
Foreign companies may register a branch or representative office in Myanmar to conduct business activities.
Registration is mandatory with the Directorate of Investment and Company Administration (DICA).
📜 Corporate Governance
The law mandates minimum standards for board composition, directors’ duties, and meetings.
Directors must act honestly and exercise reasonable care, skill, and diligence.
Annual general meetings and financial statement filings are required.
Shareholders have rights to inspect company records and vote on key matters.
🏦 Regulatory Bodies
Directorate of Investment and Company Administration (DICA)
The main regulatory authority for company registration, administration, and compliance monitoring.
Oversees incorporation, annual filings, and corporate governance enforcement.
Myanmar Investment Commission (MIC)
Regulates foreign investment approvals and incentives.
💼 Foreign Investment and Compliance
Myanmar’s investment laws encourage foreign investment but include certain sectoral restrictions and licensing requirements.
Compliance with Myanmar Companies Law is essential for foreign investors to maintain good standing.
The Myanmar Investment Law and MIC regulations work alongside the Companies Law for foreign enterprises.
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