A company incorporated under the Myanmar Companies Law of 2017 that intends to engage in the import or export of goods for commercial purposes must obtain an Export/Import Business Owner Registration from the Department of Trade (DoT) under the Ministry of Commerce. This registration is separate and distinct from any additional approvals that may be required for conducting domestic wholesale or retail operations.

Export/Import Business Owner Registration in Myanmar

Under Myanmar's current trade regulatory framework, companies engaging in cross-border trading activities are required to obtain Export/Import Business Owner Registration from the Ministry of Commerce (MoC). This registration is governed primarily by MoC Notification 35/2023, and the application process is now fully digitised through the Myanmar Tradenet 2.0 online platform.

Scope and Permissions

Holders of this registration are authorised to export and import goods via sea, air, and through designated land border checkpoints, subject to applicable laws, prohibitions, and administrative directives. While the registration provides a general right to engage in trade, it does not override product-specific regulations, restrictions, or licensing requirements.

Application Process and Filing Requirements

Applications for new registrations, renewals, or amendments must be submitted online. The following fees and timelines apply:

• ‍Online service fee: MMK 3,000 per application
• ‍Registration fee: MMK 200,000 (for new registrations)
• ‍Processing time:

1. New applications: typically 15 working days
2. Renewals or amendments: approximately 3 working days (subject to document verification or site inspections)

• ‍Validity period: 5 years from the date of issuance

Documentary Requirements for Company Applicants

Pursuant to Rule 5 of Notification 35/2023, company applicants must submit the following documents:

1. An official company letter on letterhead identifying the authorised representative, including a copy of their national ID or passport;
2. Certificate of Incorporation and Company Extract issued by the Directorate of Investment and Company Administration (DICA);
3. A list of directors, including their names, addresses, photographs, signatures, and ID documentation;
4. For foreign-owned companies: evidence of foreign investment, such as a bank statement showing an inward remittance.

Amendments, Verification Cards, and Renewals

Amendments to registration details are subject to a MMK 10,000 service fee per change. Additionally, companies may request up to five verification cards for authorised staff, issued by the Department of Trade of the MOC (DoT), at a cost of MMK 10,000 per card.

Renewal applications may be submitted up to six months prior to expiry. If a registration is not renewed within one year after its expiry date, it will be cancelled. In such cases, a new application must be submitted.

Compliance and Enforcement

Registered trading companies are obligated to comply with the conditions set out in the Export/Import Registration Order, as well as any relevant laws or directives issued by the MoC. The DoT reserves the right to reject, suspend (for periods between three to twelve months), or cancel a registration for violations, including misrepresentation of information or failure to comply with applicable rules.

Suspensions or cancellations may also be imposed on public-interest grounds. In cases where a suspended company seeks reinstatement, a formal recommendation and payment of a fine, typically MMK 200,000, 250,000, or 300,000, depending on the nature and history of non-compliance, will be required.

Companies have the right to appeal suspension or cancellation decisions within 30 days of notice. Appeals are reviewed by a management committee chaired by the Union Minister of Commerce.

Retail/Wholesale Business Permit in Myanmar

List of Permitted Goods

According to Ministry of Commerce (MOC) Newsletter 3/2018, the following categories of goods are permitted to be sold on a wholesale and retail basis by 100% foreign-owned companies and joint venture companies:

1. Consumer goods (including clothing, watches, and cosmetics)
2. Food products, including:
   a. Agricultural products (excluding items restricted based on state needs)
   b. Marine products
   c. Animal products
   d. Ready-to-eat food products
   e. Various soft drinks
   f. Locally produced alcoholic beverages
3. Household goods (including ceramics, earthenware, glass, and glassware)
4. Kitchenware
5. Medicines and medical supplies, including hospital equipment
6. Livestock feed and veterinary medicines
7. Stationery
8. Furniture
9. Sports equipment
10. Communication equipment (including cameras and mobile phones)
11. Electronic devices
12. Construction materials and tools
13. Electrical appliances
14. Chemicals for industrial production
15. Seeds, agricultural inputs, and equipment
16. Agricultural machinery and tools
17. Various equipment and accessories
18. Bicycles and related accessories
19. Motorcycles and accessories
20. Spare parts for vehicles and machinery
21. Children’s toys
22. Home decorations (including flowers and plants)
23. Souvenirs and handicrafts
24. Art objects, musical instruments, and related items (excluding antiques)

Minimum Investment Requirements

In accordance with MOC Notification 25/2018, foreign-owned companies seeking to engage in retail or wholesale activities in Myanmar must meet specific minimum investment requirements. These thresholds vary depending on the company’s ownership structure and whether the business activity is retail or wholesale.

‍

1. 100% Foreign-Owned Companies & JVs with <20% Myanmar Equity

• Wholesale: Minimum investment of USD 5 million (excluding land rental)
• Retail: Minimum investment of USD 3 million (excluding land rental)

2. Joint Ventures with ≥20% Myanmar Equity

• Wholesale: Minimum investment of USD 2 million (excluding land rental)
• Retail: Minimum investment of USD 700,000 (excluding land rental)

Investment Contribution Timeline

Per MOC Newsletter 2/2018, the required capital must be remitted in the following schedule:

• 50%: Within 30 days from the application date for the retail/wholesale registration permit
• 30%: Within the last month of the second year
• 20%: Within the last month of the third year

Remittance documents must be submitted to the MOC as proof of capital injection.

100% Myanmar-Owned Companies

Domestic companies that are fully owned by Myanmar citizens can engage in retail or wholesale business without any minimum capital requirement. This exemption supports local entrepreneurship and provides a more accessible business environment for local entities.

Retail and Wholesale Business Registration Requirements

Applicability

The registration requirements apply to:

• 100% Myanmar-owned companies
• 100% foreign-owned companies
• Joint venture companies

Foreign-owned and joint venture companies must obtain a retail or wholesale business permit from the Ministry of Commerce before commencing operations.

Permit Application Requirements

To apply for a retail or wholesale business permit, a company must submit the following documents to the Ministry of Commerce:

1. Company Registration Certificate
Proof of legal incorporation in Myanmar.

2. MIC Endorsement or Permit (if applicable)
For foreign investors, obtaining a Myanmar Investment Commission (MIC) permit or endorsement is essential if they wish to lease immovable property for a period exceeding one year, as they are otherwise not permitted to do so.
In contrast, local investors (Myanmar citizens and 100% Myanmar-owned companies) may lease or own land without the need for MIC approval.
However, both local and foreign investors must apply for an MIC permit or endorsement if they intend to benefit from tax incentives—specifically, exemptions from customs duties and commercial tax on construction materials not available locally.

3. Local Government Recommendation
One of the key requirements for obtaining a wholesale and/or retail registration certificate is a recommendation letter from the relevant City or Township Development Committee where the business is to be located.
In most cases, obtaining this recommendation requires first securing a municipal business permit.

4. List of Product Groups
A comprehensive list of the product categories or groups the company intends to distribute through its retail or wholesale operations.

5. Detailed Business Plan
A clear and detailed business plan that outlines:

• The initial investment amount
• The proposed location of the retail or wholesale operation
• The total floor area (in square meters) of the business premises

Alternative Market Entry Strategy for Foreign Investors in Myanmar’s Trading Sector

Foreign investors who are unable or unwilling to meet the minimum investment requirements—or whose goods are not included in the list of permitted items for trade by foreign-invested companies—may consider structuring a partnership with local entities. This provides a legally compliant pathway to market participation without breaching local laws.

Structuring a Local Partnership: The Two-Entity Model

This alternative strategy involves the creation of two separate legal entities, each serving a distinct role:

1. Myanmar Trading Company (100% Local-Owned)

The local partner establishes a 100% Myanmar-owned company that is legally permitted to import and distribute goods in Myanmar. This entity:

• Holds all required import and trading licenses
• Operates the retail or wholesale outlet
• Manages sales and distribution of the goods in Myanmar

2. Foreign Services Company

The foreign investor sets up a services company in Myanmar, which can be either:

• 100% foreign-owned, or
• A joint venture with the local partner

This entity does not engage in trading activities directly, but instead provides support services to the Myanmar trading company under a formal service agreement.

Scope of the Service Agreement

The foreign services company may offer a range of specialized services to support the local trading company’s operations, including:

1. Management and operational support
2. Marketing and promotional assistance
3. Installation and maintenance of products
4. After-sales services
5. Staff training and development
6. Accounting and administrative support

In return, the foreign services company receives service fees, enabling financial participation in the business without violating foreign ownership restrictions in the trading sector.

Compliance and Key Considerations

While this structure is legally permissible, it must be carefully designed to avoid any appearance of a nominee arrangement, which is strictly prohibited under Myanmar law.

Key compliance factors include:

• Independent governance and management of each entity
• Transparent and well-documented service agreements
• Clearly defined service scopes and fees that reflect market rates

Despite regulatory challenges, Myanmar’s retail and wholesale sectors continue to offer significant opportunities for foreign investors. For those unable to enter directly due to legal or financial barriers, partnering with a local business through a legally structured services model presents an effective alternative. This approach allows foreign investors to engage in the market while remaining fully compliant with Myanmar’s legal framework—balancing opportunity with regulatory integrity.

How We Can Assist

Our team provides end-to-end legal and regulatory support to foreign and local investors entering Myanmar’s trading sector. We offer practical, commercially focused advice tailored to your specific business goals, helping you navigate complex compliance requirements with confidence.

Our services include:

Company Incorporation and Structuring:

• Advising on optimal corporate structures (100% foreign-owned, joint venture, or two-entity models)
• Handling company registration with the Directorate of Investment and Company Administration (DICA)

Retail/Wholesale Permit Application:

• Preparing and submitting complete application packages to the Ministry of Commerce
• Liaising with relevant government departments, including local development committees, to secure required recommendation letters and municipal business permits

Export/Import Business Owner Registration:

• Assisting with online registration via Tradenet 2.0
• Ensuring compliance with Notification 35/2023 and related directives

MIC Permits and Endorsements:

• Advising on whether an MIC permit or endorsement is required based on your business model
• Preparing submissions to the Myanmar Investment Commission for leasing land and/or obtaining tax incentives

Local Partnership Structuring (Two-Entity Model):

• Drafting and reviewing service agreements between foreign service companies and local trading entities
• Ensuring compliance with Myanmar law and structuring agreements to reflect arm’s-length, market-based terms

Ongoing Regulatory Compliance:

• Monitoring deadlines for investment contribution and permit renewals
• Advising on reporting requirements, inspections, and responding to compliance inquiries from authorities

Whether you are exploring market entry options, seeking to expand existing operations, or restructuring your business model in Myanmar, we are well-positioned to provide strategic legal guidance and hands-on support throughout the process.