Working in cooperation with a local company, Myanmar Corporate Services, Charltons provides company secretarial services to foreign companies who have established operations in Myanmar or operate a Myanmar company. Set out below are some of the key Myanmar filing requirements our Yangon corporate services team advises on:
Annual Maintenance Filings
A Myanmar company is required to ensure that statutory returns are filed in a timely manner in accordance with the Myanmar Companies Law, 2017 (MCL). Penalties will be imposed on the company and its officers for any non-compliance with the filing requirements.
The ongoing obligations, including the major filings required to be made by a Myanmar limited company, are set out below.
Maintenance of a Registered Office
Every Myanmar company must maintain a registered office in Myanmar to which all communications and notices may be addressed. A description stating the address of the initial registered office is required to be provided to the Directorate of Investment and Company Adminsitration (DICA) when the company files the company registration application form prescribed by DICA.
A company must notify DICA if it plans to change its registered office address prior to the change in the address. The advance notice is required by law to ensure that the company can be reached at the address as shown in the Myanmar Companies Online (MyCO) electronic registration system. A company must also notify DICA if there is any change to its principal place of business.
Directors
The minimum number of directors of a private company and a public company in Myanmar is 1 and 3 respectively. Any changes in the directors of a company, such as the appointment of a new director or resignation of a director or the details of an existing director must be notified to DICA. These changes must be notified to DICA within 28 days of the change by the use of prescribed form via MyCO registry.
Shareholders
Any changes to the shareholders of a company, their details or their shareholdings must be reflected in the company’s register of members and notified to DICA. These changes must be notified to DICA within 21 days of the change by the use of prescribed form, “change to share capital or register of members”.
Share Capital
A company must inform DICA when it issues new shares or makes other changes to its share capital such as a reduction of capital, a buy-back of shares or consolidation of shares. The MCL sets out specific procedures that the company must follow when making changes to its share capital.
Company Name
A company may change its name by passing a special resolution of shareholders, provided that the new name is available and acceptable for registration. If the new name is accepted, DICA will change the company’s name on the MyCO registry and issue a new company registration certificate.
Company Constitution
A company may amend its constitution or adopt a new company constitution by a special resolution of shareholders. In order to be legally effective, this amendment or new use along with a copy of the amended or new constitution must be notified to DICA within 28 days of passing a special resolution.
Filing of Annual Return
Every Myanmar incorporated company must file an annual return with DICA within 2 months from its incorporation and once every year (no later than 1 month after the anniversary of its incorporation) under the MCL.
Companies will receive an electronic reminder from DICA when their annual return is due. If an annual return is not filed by the due date, the company’s registration may be suspended and the company may be struck off from the DICA’s registry if it has been suspended for more than six months.
Statements, books and accounts
The MCL requires every Myanmar incorporated company to maintain proper books of accounts which have to be kept at the registered office of the Myanmar company.
