Company Registration in Myanmar- An Overview

Myanmar offers a large market with more than 50 million inhabitants. Myanmar has a diverse culture, and youngsters comprise the key demographics in Myanmar. This country is considered one of the fastest-growing economies in South East Asia. With GDP figures also depict a promising future, it can be safely concluded that Myanmar is one of the fastest-growing countries in Asia.

Many international financial institutions have offered funds to Myanmar for progressive development. World Bank has offered loans worth millions of dollars for doing business in the country. Major industries that are present in Myanmar include manufacturing and imports. The majority of exports include textiles, peanut oil, food, and plant products.

The Government of Myanmar has removed the red tape required to incorporate companies. Hence companies can be easily established. All the incorporation procedures can be carried out through one process. Many Special Economic Zones (SEZs) have been established in Myanmar to carry out businesses for export purposes.

Foreign companies can secure multiple benefits by incorporating their businesses in these SEZs. Some of the benefits include tax holidays for a certain period of time and exemptionson customs duties on the import of manufacturing machinery and other forms of equipment. No withholding tax is charged on the dividends offered by companies in Myanmar. Myanmar has entered into various forms of double taxation treaties with other countries, which include India, Bangladesh, Indonesia, Myanmar and other South-East Asian Countries.

Natural resources are abundant in Myanmar, which include gas, oil, and precious metals like copper, gold and other forms of ores. Apart from this, forestry and timber products are also present. This country is one of the world’s oldest crude oil producers.

Regulatory Authority/ Body for Company Registration in Myanmar

The primary regulatory authority for company registration in Myanmar is the Directorate of Investment and Company Registration (DICA). This authority is the nodal agency known as the Companies Commission of Myanmar. Apart from this, foreign companies in Myanmar must also register themselves with Myanmar Investment Commission (MIC).

What are the preferred Industries to Start a Business in Myanmar?

The following sectors have been thriving in Myanmar, and the Myanmar government has been offering incentives to foreign companies to set up their businesses in Myanmar:

Gas and Oil;
Mining and refining of precious metals like copper and gold;
Forestry;
Forestry and timber products; and
Manufacturing.
Benefits of Company Registration in Myanmar
Following are the benefits of company registration in Myanmar:

Location
Myanmar is located between India, Bangladesh, Laos, Thailand and China. It is one of the largest countries situated in South East Asia.

Double Taxation Agreements
Myanmar has entered into various forms of double taxation avoidance treaties with other countries, which include India, Bangladesh, Indonesia, Malaysia and other south East Asian Countries.

Natural Resources
Natural resources are abundant in Myanmar, which include gas, oil, and precious metals like copper, gold and other forms of ores. Apart from this, forestry and timber products are present. This country is one of the world’s oldest crude oil producers.

Special Economic Zones (SEZ)
There are many SEZs present in Myanmar. Foreign companies can availmultiple benefits by incorporating their businesses in these SEZs. Some benefits include tax holidays for a certain period and exemptions on customs on importing manufacturing machinery and other forms of equipment. Along with establishing these zones, the government has removed the red-tapismin company formation in Myanmar. Hence, the procedure for incorporating a company in Myanmar has become straightforward.

Types of Business Structures in Myanmar

Following are the types of business structures adopted in Myanmar:

Sole Proprietorship
This form of entity is commonly adopted for small businesses in Myanmar. This entity has very few formal regulations. A sole proprietorship business structure requires only one owner, and his/her liability is unlimited towards the debts and liabilities of the business. There are no minimum capital requirements.

Private Company Limited by shares
A private company limited by shares is Myanmar’s most common form of business vehicle. A private limited company is registered under the Myanmar Companies Act 2017 (CA). The CA distinguishes between a Myanmar company and a foreign company. A foreign company is one where an overseas corporation or a foreign entity owns or controls, directly and indirectly, an ownership interest of more than 35%.

Public Company Limited by shares
A public limited company is a company whose shares can be offered to the public for trading purposes. A Myanmar public company limited by shares comprise a minimum of three directors, where at least one of them should be a Myanmar citizen ordinarily resident in Myanmar. Public limited companies are listed on the stock exchange and are governed by the Securities Exchange of Yangon.

Branch Office
Foreign companies wanting to establish their presence in Myanmar can opt for the option of a Branch office. It is easier to register this vehicle and allows the foreign company to directly involve itself in the decision-making of the branch office in Myanmar. However, it needs to make elaborate filings with the state departments. It must be remembered that a branch office is not a separate legal entity and makes the foreign company responsible for the business’s liabilities. Here, the branch office can carry out revenue generation activities too.

Representative Office
A representative office is similar to a branch office in Myanmar, and this entity has not been permitted to carry out business activities in Myanmar. However, it shall always be registered as an extension of its foreign entity and not as a separate legal entity.

Partnership
Partnerships are associations formed not by statute but by an agreement between the parties. Partnerships in Myanmar are governed by the Partnership Act of 1932. The purpose of coming into a partnership should be to earn profits generated from the partnership’s economic activities. A partnership does not have a legal personality of its own, making the partners liable for the business activities of the partnerships.

Partnerships are registered with the DICA. Those partnerships that are not registered with the DICA cannot enforce their rights against third parties. It is therefore suggested to get the partnerships registered with the DICA.

The foreign companies also have other options to set up their businesses in Myanmar by adopting the following business vehicles also:

Subsidiaries
Most foreign companies set up their subsidiaries in the form of private companies limited by shares.

Joint ventures (JVs)
The majority of foreign investors set up their businesses in the form of JVs with local companies. These vehicles comprise both incorporated and contractual entities.

Acquisition of shares
A foreign company can acquire shares in a Myanmar-incorporated entity. If such an acquisition crosses the mark of 35% of the total shares of the Myanmar Companies, then such a company needs to inform DICA about the acquisition. However, this does not act as a bar over the acquisition of shares by foreign companies. The foreign company only needs to inform the DICA.

Franchisee or Distribution
Overseas companies can access the Myanmar market by entering into a contract with distributors or franchisees to sell their products in the Myanmar market. If foreign companies want to enter into the trading business, they need to take approval from the Ministry of Commerce.

Some less common business vehicles include companies limited by guarantee, companies with unlimited liability and business associations.

Eligibility Criteria for Company Registration in Myanmar
The following eligibility requirements need to be satisfied by the applicant for company registration in Myanmar:

Foreign Ownership
The private limited foreign companies can be 100% foreign owned and have been allowed to engage in nearly all service provision and manufacturing activities. There are specific industries that allow limited foreign ownership, and the list has been provided in notification no. 26/2016. In most cases, foreign companies are required to engage an entirely domestic company for conducting trading activities in Myanmar.

Company’s registered office in Myanmar
Another requirement for company registration in Myanmar is to have a registered place of business with an address for correspondence. This is a mandatory requirement for company formation in Myanmar. Offices can be rented and leased out for some years. Foreign companies can lease the premises with permission.

Minimum capital requirement
There is no general minimum level of capital requirement for a company in Myanmar. However, ministries have independently set limits with respect to minimum capital requirements depending on the nature of business.

Minimum number of shareholders and directors
As per the Companies Act, 2017, a Private Limited Foreign company should have at least a minimum of 2 directors and 2 shareholders, and a maximum number of shareholders cannot exceed 50.

Registered Office Address
Every incorporated business in Myanmar needs to have a registered office address.

Documents for Company Registration in Myanmar
The following documents are required for company registration in Myanmar:

Company name;
Constitution of the company (registration certificates);
Primary business activities;
Declaration of compliance with the Companies Act;
Address in Myanmar;
Details of directors and shareholders;
Financial documents of the company (bank statement);
Land rights authorisation;
Evidence of land ownership/ land lease agreement;
Recruitment of employees;
Production plan;
Layout plan;
Annual services and investment plan;
Percentage of the shareholding of each shareholder; and
Minimum paid-up capital.
Compliances for Company Formation in Myanmar
The following compliances have to be carried out for company formation in Myanmar:

Corporate Tax
The corporate tax paid in Myanmar is 22%.Prior to 1st October 2021, the corporate income tax rate was 25%.

Annual General Meetings
All companies in Myanmar would have to carry out annual general meetings at least once a year, and for a newly formed company within the first 18 months.

Other registrations
Registering with the Myanmar Investment Commission and the DICA are the requirements that companies must carry out.

Procedure for Company Registration in Myanmar
The following procedure has to be followed for company registration in Myanmar. It must be noted that the following procedure is for the registration of a Pvt. Ltd. Foreign Company under the Myanmar Investment Law (MIL) of 2017:

Name Checking
Appointment of directors and shareholders
Registration with the MIC
Registration with DICA
Obtaining Licenses and Compliances
Name Checking
The primary thing that a foreign company must do is to check whether the desired name for the company is available and appropriate for registration. The entrepreneur is required to submit a name check form to the DICA. Once the DICA gives the go-ahead, the entrepreneur can secure the desired name for the business by registering it under its company’s name.

Appointment of directors and shareholders
A Private Limited Foreign company should have at least a minimum of 2 directors and 2 shareholders. Unless otherwise specified, all the directors and shareholders can be foreigners. These private limited foreign companies are allowed a maximum of 50 shareholders.

Registration with the MIC
The foreign entrepreneur must submit a project proposal to the MIC to receive a Foreign Investment Permit. The MIC communicates the acceptance or rejection of the proposal within a period of 15 days from the date of making the project proposal.

If the proposal gets the acceptance, it will be reviewed by the commission. The approval or denial of the project proposal by the commission is made within a period of 90 days.

Evaluation of the project proposal is done on the basis of the following criteria:

Whether the proposal is compatible with the Foreign Investment law or not;
Financial viability of the project; and
Financial soundness of the company and its compliance with the existing laws.
It is recommended that the entrepreneur must first secure a land lease and consult DICA before making the proposal.

All the forms are required to be submitted in English language only.

Registration with DICA
Foreign entrepreneurs must register with the DICA to legally operate a company in Myanmar. Once the registration has been done, the DICA approval is virtually an automatic process. The documents are submitted simultaneously for both MIC and DICA registration. However, the forms are different.

Once DICA has approved, it issues a temporary license. It is incumbent on the applicant to confirm his registered office address within one of receiving approval from the DICA in order to obtain a permanent Registration Certificate and Permit to trade.

The applicant must also submit proof of transfer of minimum capital into a Myanmar bank account along with a signed letter of conditions to obtain a Permanent Registration Certificate and Permit to Trade.

Obtaining Licenses and Compliances
The foreign company can commence business operations upon receiving the MIC permit and DICA permanent license if no further licensing is required for the intended commercial activities. The inquiries related to further licensing can be further directed to the licensing division of the DICA.

Procedure for Branch Office registration in Myanmar
A foreign company can open a Branch Office registration in Myanmar by following the steps given below:

Securing lease of the land or property
The investors are required to furnish information on their branch office’s future office address. This requires securing a lease of the land or property beforehand.

Appointment of the Authorised person
The investors must appoint a minimum of one person to be their authorised representative in Myanmar. Such a person should be a resident of Myanmar. This person will accept notices intended for the company. The company is also required to appoint someone with a power of attorney as well.

Registration with DICA
The investors are required to submit the registration forms available on the website of DICA to receive the Registration certificate and permit to trade. The submission includes

company’s annual report or audited financial statements for the last two years,
MoA and AoA, and
Power of Attorney/ appointment letters of the authorised persons.
All these documents need to be notarised by the company’s resident authorities and the local embassy of Myanmar. These documents should be prepared in English language only.

Once DICA has approved, a temporary license is issued by the DICA. It is incumbent on the applicant to confirm his registered office address within one of receiving approval from the DICA in order to obtain a permanent Registration Certificate and Permit to trade.

The applicant must also submit proof of transfer of minimum capital into a Myanmar bank account along with a signed letter of conditions to obtain a Permanent Registration Certificate and Permit to Trade.

Obtaining licenses and fulfilling compliances
The foreign company can commence business operations upon receiving the MIC permit and DICA permanent license if no further licensing is required for the intended commercial activities. The inquiries related to further licensing can be further directed to the licensing division of the DICA.

How we can help you

If you are considering forming a business or you need expert help with company registration in Myanmar, MagickFormations™ is ready to assist you with its skilled team of lawyers, consultants and tax experts. We are committed to making the process as stress-free and streamlined as possible for you, and we will take care of all your document preparation and administrative tasks regarding the registration forms, payment of government fees, local address registration, banking support, etc., whilst always keeping your exact objectives and unique vision in mind throughout the process.

Please use our Formation Wizard if you would like to set up your registered company in Myanmar or if you would like to know the costs involved prior to proceeding with our exceptional services. For other queries and special requests for complex or customised company formation services, please contact us at connect@magickgroup.com

Why incorporate with Sovereign?

1. As a leading international financial centre, Mauritius maintains an environment of transparency, stability and predictability providing the right platform to investors for doing business. Quality of service and the availability of highly qualified professionals are key components of this platform. Sovereign Mauritius (Trust) Company holds a full MC licence from the FSC and offers the necessary expertise in registering, setting up and managing companies In Mauritius and elsewhere.

2. Once a company has been incorporated, Sovereign will then provide on-going domiciliary services of the highest quality to maintain your company’s good standing in accordance with local requirements. This includes the provision of registered office facilities and (if required) nominee shareholder services, together with annual filings.

3. Sovereign offers the necessary expertise in administering and managing companies, including company law, board procedures, director responsibilities and shareholder relations, and financial and corporate compliance requirements. We also provide directors for many of the companies that we incorporate in order to ensure that their affairs can be properly managed and controlled from their place of incorporation. This service is often combined with our other company management and/or our domiciliary services.

4. We further provide the administrative support to maximise opportunities and achieve long-term sustainability, from full back-office solutions to assistance with tax and regulatory compliance. This includes accountancy, human resources, pensions, insurance, obtaining local licences and permits, executive relocation and specialist tax advice.

5.First and foremost Sovereign needs to understand your business requirements, strategies and goals. We will never recommend any structure that would not be effective if scrutinised by regulators and tax authorities, either in foreign markets or in your home jurisdiction. Sovereign provides progressive solutions that will work on both a practical and a legal basis to secure your commercial objectives.

Types of companies available for registration in Mauritius

A foreign investor must comply with the local legislation when deciding to set up a company in Mauritius, however, this does not mean the choice to be made is difficult. Here are the main types of business forms available for company registration in Mauritius and among which you can choose in full confidence:

the Global Business Company which is a domestic company created under the Business Registration Act of 2002;
the limited liability partnership which must have at least two members who can be of foreign origin;
the authorized company which is usually employed for financial activities and requires authorization from the Mauritius Revenue Authority;
the limited liability company which is the equivalent of other similar companies in foreign jurisdictions;
the free zone company which benefits from various tax benefits provided that it meets specific requirements;
the branch office and the local office which is available for foreign companies with expansion plans in Mauritius.
There is also the possibility of creating a small business under the form of a sole proprietorship, however, this is not often employed.

If you want to open a company in Mauritius and need assistance, our local experts can help during the entire procedure. We also have a team of immigration lawyers in Mauritius ready to help you move here.

Most tourists from abroad do not need a visa in order to enter Mauritius, although this is not true for travelers from a select few nations, in which case a visa must be obtained before departure. However, in order to work in Mauritius, foreign nationals will need both a work permit and a residence permit. If you want to immigrate to Mauritius, we can help you apply for both types of visas.

In recent years, a variety of people have moved to Mauritius for various reasons. These include things like employment, travel, and investing. There are various paths you can take if obtaining Mauritius citizenship is your main objective. If you were not born in Mauritius or if none of your parents were born there, you will need more paperwork and effort.

We also invite you to read more on company incorporation in Mauritius in the infographic below:

The Companies Act in Mauritius

The main law that provides for company formation in Mauritius is the Companies Act of 2001 which sets up the legal framework under which domestic companies can be registered here. According to the law, there are various requirements to meet in order for a business to qualify as a domestic company, a Category 1 Global Business Company, or a Category 2 Global Business Company (GBC). The last two types of entities are also known as companies that can be used for creating offshore companies in Mauritius.

If you are interested in business registration in Mauritius, our consultants here can offer all the necessary details related to the conditions you need to fulfill in order to operate any type of company.

What to consider upon company incorporation in Mauritius?

One of the world’s lowest tax rates is provided by Mauritius. 15% is the same for both corporate and individual income taxes. Offshore businesses that don’t do business there and don’t utilize the local currency are totally exempt from paying taxes. So, if you decide to open a company in Mauritius, you can benefit from all these advantages.

There are various aspects to consider when it comes to business registration in Mauritius and among these, we must mention the fact that there are various documents that need to be prepared and filed with the Companies Register. Apart from these, there is also the share capital requirement that must be fulfilled and the appointment of company officers.

In terms of document preparation, if you decide to set up a company in Mauritius, you need to have the Articles of Association drafted and notarized when it comes to limited liability companies and a partnership agreement in the case of a limited liability partnership. Then, you will need to consider the opening of a bank account with a local institution.

One of the most important aspects to consider when it comes to company incorporation in Mauritius is the shareholding structure. It is good to know that full foreign ownership is available no matter the business form you select, or in other words, there are no restrictions to the foreign shareholding in a local company. While for some business forms the minimum number of shareholders is one, for others at least two shareholders are required. The limited liability company, for example, requires at least one shareholder, who can be a natural person or corporate entity and who needs not be a Mauritius resident.

In terms of company officers, for company registration in Mauritius, at least one director is required for a limited liability company. He or she must be a resident of this country.

How to choose an appropriate business form in Mauritius

When considering Mauritius for company formation, the most important aspect to take into account is the business form. There are two ways of operating here: through onshore or offshore companies. The last option is usually employed by foreign investors because of the various advantages it offers. Moreover, there are two types of licenses that can be obtained for such companies (the Category 1 and Category 2 licenses). More importantly, offshore bank accounts can be linked to such businesses in Mauritius, thus offering increased protection.

When it comes to the protection of assets, foreign individuals can also consider the creation of trusts in Mauritius.

No matter how you choose to invest here, our company formation experts in Mauritius can be by your side with various services.

Mauritius company formation steps

The company incorporation process of a Mauritius-based business will usually follow the steps presented below:

the trading name reservation and preparation of the incorporation documents;
the opening of the corporate bank account where the share capital will be deposited;
the submission of the registration file with the Companies House;
the registration with the Mauritius Revenue Authority (this step is completed alongside the registration with the Trade Registrar);
the application for the necessary licenses and permits with relevant institutions.
The creation of a company in Mauritius is quite simple and if you want to skip coming and going for various operations, our specialists can handle the entire process on your behalf. This way, you can come and directly start the operations of your company. Feel free to address our immigration lawyers in Mauritius for guidance in moving here.

Documents required to set up a company in Mauritius

Apart from the forms issued by the Companies Register, there are various documents that need to be prepared upon the opening of a company in Mauritius. Among these, just like in any other country, the Articles of Association are among the most important ones. These must contain information about the type of company, its activities, and about the shareholders, the types of shares, and their distribution among the stakeholders.

The Articles of Association must be drafted when setting up both onshore and offshore companies in Mauritius and our company formation agents are at your service with detailed information about the papers that need to be filed when starting any type of business in the insular state.

Apart from these, detailed information on the shareholders must be provided. Apart from copies of their passports, their residential addresses must also be stated in the application forms that will be filed with the Trade Register. Our team can help you through the the entire process of business registration in Mauritius.

The opening of a company in Mauritius is not complicated, however, special attention must be paid when establishing the details related to the company officers, operations, and business licenses that need to be obtained.

Trading name selection and reservation

After choosing the best business form for the operations, an investor must choose and reserve a trading name. One must make sure the name is available prior to the registration of the company which is why it is advisable to propose 3 names among which the one the future business owner is interested in.

Registered address requirements in Mauritius

Just like in other jurisdictions, in order to open a domestic company in Mauritius, a local legal address is required. No matter if the address is located in a business center, a rented office, or even a virtual office, it must be stated on the registration form to be filed with the Companies Registrar.

The legal address of the company can be changed later. Our consultants can help with registered address services in Mauritius.

Appointing company directors in Mauritius

The company management of a company in Mauritius depends on the types of operations completed. These can be set up as onshore or offshore companies. There are no restrictions when it comes to the nationality of the directors of any type of company, however, the main requirement applicable to all types of business forms is for these to have at least one resident director.

It should be noted that in the case of offshore companies registered as Global Business Companies (GBC) the management requirements can be different depending on the license category these apply for. Our Mauritius company formation agents can offer detailed information on the management requirements applicable in this country.

While there are no restrictions related to the number of directors, it should be noted that one’s age must not surpass 70, unless a special resolution has been passed by the shareholders. Where a company requires a board of directors, at least two independent directors and two managers who are part of the executive board must be appointed.

If you are interested in business registration in Mauritius and have any questions about the composition of the management board, the duties and powers of directors, our local advisors are at your disposal for detailed information.

Registration with the tax authorities in Mauritius

Just like in other countries, a Mauritius-based company must file for a tax registration number. The procedure is rather easy and can be completed in a matter of days. At the same time, registration as an employer should be completed. These will enable the company to start its activities in the country. It should be noted that even if an investor will register a company in Mauritius for completing offshore activities, its employees must be registered with the local authorities. We remind foreign businesspersons that offshore companies will need to go through the same registration steps as onshore ones.

How we can help you

If you are considering forming a business or you need expert help with company registration in Mauritius, MagickFormations™ is ready to assist you with its skilled team of lawyers, consultants and tax experts. We are committed to making the process as stress-free and streamlined as possible for you, and we will take care of all your document preparation and administrative tasks regarding the registration forms, payment of government fees, local address registration, banking support, etc., whilst always keeping your exact objectives and unique vision in mind throughout the process.

Please use our Formation Wizard if you would like to set up your registered company in Mauritius or if you would like to know the costs involved prior to proceeding with our exceptional services. For other queries and special requests for complex or customised company formation services, please contact us at connect@magickgroup.com