Company Registration in Myanmar

Company Registration in Myanmar

Myanmar, a rapidly emerging economy in Southeast Asia, offers significant opportunities for both local entrepreneurs and foreign investors. With ongoing economic reforms and increasing openness to international business, registering a company in Myanmar is a strategic step for those looking to tap into its growing market and regional connectivity.

This guide covers everything you need to know about the company registration process in Myanmar, including types of business entities, eligibility criteria, necessary documents, and the benefits of incorporating your business in this dynamic country.

Types of Business Entities for Company Registration in Myanmar

When registering a company in Myanmar, entrepreneurs can choose from various types of business entities, each suited to different business needs and structures:

1. Private Limited Company (LLC)

  • Most common and preferred form for foreign investors.

  • Requires a minimum of 1 shareholder and 1 director.

  • Separate legal entity with limited liability protection.

  • Minimum capital requirement varies based on business type and foreign ownership.

2. Public Limited Company

  • Suitable for larger businesses planning to raise capital from the public.

  • Requires at least 7 shareholders.

  • Subject to stricter compliance and disclosure requirements.

3. Branch Office

  • Foreign companies can establish a branch office to conduct business.

  • Not a separate legal entity; the parent company is fully liable.

4. Representative Office

  • Can engage only in non-commercial activities such as market research and liaison.

  • Cannot generate revenue or enter into contracts.

5. Partnership

  • General partnerships require at least two partners.

  • Partners have unlimited liability.

  • Less common for foreign investors due to unlimited liability.

6. Sole Proprietorship

  • Owned and run by a single individual.

  • Unlimited liability and less formal compliance.

  • Typically used by small local businesses.

Eligibility Criteria for Company Registration in Myanmar

To register a company in Myanmar, certain eligibility requirements must be met to ensure compliance with local laws and regulations. Here’s what you need to know:

1. Minimum Number of Shareholders and Directors

  • Private Limited Company: Minimum 1 shareholder and 1 director.

  • Public Limited Company: Minimum 7 shareholders.

  • Directors can be foreign nationals.

2. Foreign Investment Restrictions

  • Foreign ownership is allowed up to 100% in many sectors.

  • Certain industries (like banking, telecommunications, and natural resources) may have restrictions or require special approval.

  • Foreign investors may need to obtain a Foreign Investment Registration Certificate (FIRC) from the Myanmar Investment Commission (MIC).

3. Minimum Capital Requirements

  • Varies depending on business type and sector.

  • For foreign companies, minimum capital investment requirements typically start at USD 50,000 but may be higher for regulated sectors.

4. Registered Office

  • The company must have a physical registered office address in Myanmar.

  • A local address proof is mandatory for registration.

5. Compliance with Myanmar Companies Law 2017

  • Companies must comply with all relevant provisions of the Myanmar Companies Law (2017), which governs company formation, operation, and governance.

6. Other Regulatory Approvals

  • Depending on the business activity, additional licenses or permits may be required from relevant ministries or authorities.

Procedure for Company Registration in Myanmar

Registering a company in Myanmar involves several key steps to ensure full legal compliance under the Myanmar Companies Law and other applicable regulations:

Step 1: Name Reservation

  • Submit an application to the Directorate of Investment and Company Administration (DICA) to reserve your proposed company name.

  • The name must be unique and comply with naming guidelines.

  • Approval usually takes 2-3 working days.

Step 2: Preparation of Documents

  • Prepare the necessary incorporation documents, including:

    • Memorandum of Association (MOA)

    • Articles of Association (AOA)

    • List of directors and shareholders

    • Consent letters from directors

Step 3: Submission of Incorporation Documents

  • Submit the completed documents to DICA either online or in person.

  • Pay the registration fees as per the company’s authorized capital.

Step 4: Obtain Certificate of Incorporation

  • Upon successful review, DICA issues the Certificate of Incorporation, legally establishing your company.

  • This typically takes about 7 to 10 business days.

Step 5: Register for Taxation

  • Register with the Internal Revenue Department (IRD) to obtain a Taxpayer Identification Number (TIN).

  • Mandatory for all companies to comply with Myanmar tax laws.

Step 6: Obtain Other Licenses and Permits

  • Depending on your business activities, secure additional licenses from relevant government bodies.

  • For foreign investment, apply for the Foreign Investment Registration Certificate (FIRC) from the Myanmar Investment Commission (MIC), if applicable.

Step 7: Open a Corporate Bank Account

  • Open a bank account in Myanmar under the company’s name to handle business transactions.

Various Taxes Applicable to Registered Companies in Myanmar

Companies operating in Myanmar are subject to several taxes regulated by the Internal Revenue Department (IRD) and other authorities. Understanding these taxes is crucial for compliance and smooth business operations.

1. Corporate Income Tax (CIT)

  • Standard corporate tax rate is 25% on taxable profits.

  • For small and medium enterprises (SMEs), reduced rates may apply.

  • Special rates and incentives may be available for companies registered under the Myanmar Investment Law.

2. Commercial Tax (CT)

  • Myanmar’s version of Value Added Tax (VAT).

  • Standard rate is 5% on the sale of goods and services.

  • Businesses with annual turnover above a certain threshold must register for commercial tax.

3. Specific Goods Tax (SGT)

  • Levied on certain goods like tobacco, alcohol, and petroleum products.

  • Rates vary by product.

4. Withholding Tax (WHT)

  • Deducted at source on payments such as:

    • Dividends

    • Interests

    • Royalties

    • Contractors and professional fees

  • Rates vary depending on the nature of payment and residency status of the recipient.

5. Stamp Duty

  • Payable on certain transactions and documents, such as leases and share transfers.

  • Rates vary by transaction type.

6. Personal Income Tax

  • Applicable to employees and business owners on their personal income.

  • Progressive tax rates ranging from 0% to 25%.

Documents Required for Company Registration in Myanmar

To successfully register a company in Myanmar, you’ll need to prepare and submit the following documents to the Directorate of Investment and Company Administration (DICA):

 1. Application Form for Company Registration

  • Completed and signed application form as per DICA’s requirements.

 2. Name Reservation Approval

  • Confirmation letter or certificate from DICA approving your company name.

 3. Memorandum of Association (MOA)

  • Document stating the company’s objectives, capital structure, and shareholder information.

 4. Articles of Association (AOA)

  • Rules and regulations governing the company’s internal management.

 5. List of Directors and Shareholders

  • Names, addresses, nationality, and identification details.

 6. Consent Letters from Directors

  • Signed consent forms showing directors agree to act in their roles.

 7. Identification Documents

  • For Myanmar nationals: National Registration Card (NRC)

  • For foreigners: Valid passport copies.

 8. Proof of Registered Office Address

  • Lease agreement or utility bill as proof of company’s physical address in Myanmar.

 9. Bank Reference Letter (For Foreign Investors)

  • Proof of capital remittance or bank statement showing funds transfer to Myanmar.

 10. Power of Attorney 

  • Authorizing a local representative or service provider to act on behalf of the company.

Benefits of Company Registration in Myanmar

Registering a company in Myanmar offers a range of advantages that help businesses grow and operate effectively in this emerging market:

 1. Access to a Growing Economy

  • Myanmar’s economy is expanding rapidly with increasing foreign investment and government reforms.

  • Offers opportunities in diverse sectors such as manufacturing, agriculture, tourism, and services.

 2. Strategic Location in Southeast Asia

  • Positioned as a gateway connecting South Asia, China, and ASEAN markets.

  • Ideal for regional trade and export-oriented businesses.

 3. Legal Recognition and Limited Liability

  • Incorporation grants your business separate legal status.

  • Protects shareholders’ personal assets through limited liability.

 4. Incentives for Foreign Investors

  • Tax holidays, reduced customs duties, and other incentives under Myanmar Investment Law.

  • Encourages investment in priority sectors.

 5. Ease of Doing Business Improvements

  • Government efforts to streamline company registration and licensing processes.

  • Digital platforms and reforms aimed at reducing bureaucracy.


 6. Access to Financing and Banking

  • Registered companies can open corporate bank accounts and access business loans.

  • Helps build credibility with investors and financial institutions.

 7. Enhanced Business Credibility

  • Registration increases trust among customers, suppliers, and partners.

  • Enables participation in government tenders and contracts.

Why Choose YKG GLOBAL for Company Registration in Myanmar?

Choosing the right partner for your company registration in Myanmar is crucial to your business’s success. Here’s why YKG GLOBAL stands out:

  • Local Expertise with Global Reach: We blend in-depth knowledge of Myanmar’s legal and regulatory environment with international business experience to provide seamless company formation services.

  • End-to-End Support: From company name approval, documentation, and registration to tax compliance and licensing, we manage all steps efficiently so you can focus on your core business.

  • Dedicated Guidance: Our experts provide personalized assistance, answering your questions promptly and guiding you through every process.

  • Regulatory Compliance: We ensure your company fully complies with Myanmar’s Companies Law and investment regulations, reducing risks of delays or rejections.

  • Foreign Investment Assistance: We help navigate foreign investment approvals, including MIC registration and Foreign Investment Registration Certificates.

  • Time and Cost Efficiency: Our streamlined processes save you time and minimize costs, ensuring a smooth, hassle-free registration experience.

  • Ongoing Business Support: Beyond registration, we offer accounting, taxation, audit, and compliance services to support your company’s growth in Myanmar.

 

FAQ'S

A minimum of two shareholders is required for a Private Limited Company in Myanmar, allowing both locals and foreigners to hold shares

At least one director is required for a company in Myanmar. The director can be either a foreigner or a local resident.

The corporate tax rate in Myanmar is 25%, applied to both local and foreign companies operating within the country.

A Private Company Limited by Shares is the most common structure for foreign investors, offering flexibility and limited liability.

Yes, foreigners can fully own a company in Myanmar, especially under the Myanmar Companies Law (2017), which allows 100% foreign ownership in most sectors.

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