Type of Business Structure

While various types of business structures exist in Myanmar, foreign investors commonly establish a private company limited by shares. In principle, such a company is considered a separate legal entity, meaning that individual and corporate shareholders are generally not personally liable for the company’s debts or obligations.

Minimum Share Capital

A company in Myanmar must have at least one shareholder, who may be either an individual or a corporate entity. While there are generally no minimum share capital requirements for company registration, certain regulated business activities, such as trading, may require a minimum investment threshold as set by the relevant authorities.

Foreign Ownership Limit

Foreign investors may own up to 100% of the shares in companies registered in Myanmar. However, if more than 35% of the shares are held by foreign individuals or entities, the company is classified as a foreign company.

Foreign companies are prohibited from engaging in certain restricted business activities, as specified in Notification No. 15/2017, including:

• Freshwater fisheries
• Pet care services
• Prospecting, exploration, and production of jade or gemstones
• Tour guide services
• Mini-markets and convenience stores

In addition, a company with even a single share owned by a foreign individual or entity is prohibited from purchasing or owning land or other immovable property in Myanmar.

Registration Process

To register a company in Myanmar, an application must be submitted to the Directorate of Investment and Company Administration (DICA) via the Myanmar Companies Online (MyCO) system. The application should include the following documents:

1. Form A1 – Application for incorporation as a private company limited by shares. This form includes various details about the proposed company, such as the names of directors and shareholders, registered office address, share capital, and other relevant information.
2. Identification documents – A copy of the National Registration Card (for Myanmar citizens) or passport (for foreign nationals) for each director, individual shareholder, company secretary (if appointed), and representatives of corporate shareholders.
3. Corporate documents (for each corporate shareholder) – These may include the company's constitution, certificate of registration/incorporation, and the registers of shareholders and directors.
4. Proposed company constitution – A copy of the company's constitution, if it differs from the default Myanmar model constitution.

Certificate of Incorporation

If the submitted information is complete and accurate, a DICA officer will typically approve the company’s incorporation within a few business days. Once approved, a soft copy of the Certificate of Incorporation, confirming the company's registration, and the Company Extract, detailing the list of directors, shareholders, share capital, and other key information, can be downloaded from the MyCO website.

How we can assist your business in Myanmar

Our team can support your business by providing the following services:

• Advising on the most suitable corporate structure to align with your business plans in Myanmar;
• Conducting checks on the availability of existing company names;
• Submitting applications to DICA for company incorporation;
• Applying for a Taxpayer Identification Number (TIN); and
• Opening corporate and personal bank accounts with commercial banks in Myanmar.

In addition, our legal advisers can assist with:

• Changing company names;
• Acquiring shares in a Myanmar company;
• Appointing new directors; and
• Drafting essential corporate documents, including: shareholders’ agreements; company constitutions; and employment contracts.