Home Knowledge Other Jurisdictions Southeast Asia Company Registration Guide to Starting a Company in Myanmar
(1) |
Name of Company The name of a company must be ended with ‘LIMITED’ or ‘LTD’. In addition, the name of a company must be distinguishable from the names reserved or already registered with the Directorate of Investment and Company Administration (hereinafter referred to as “DICA”). |
(2) |
Registered Address The registered office address of the Myanmar company must be located in Myanmar. Please note that it is mandatory to provide a Myanmar office address when handle the company registration with DICA. Kaizen can provide an address in Myanmar to be used as the registered office for Myanmar company for one year to comply with the Myanmar requirements as well as receive and forward letters and couriers on behalf of our client. |
(3) |
Capital Myanmar does not have a minimum capital requirement to incorporate a company. The shareholders can decide the amount of initial capital. |
(4) |
Shareholders There are no restrictions on the number of shareholders of a Myanmar company. A company can have one or more shareholders. The shareholder could be a legal person or a natural person. There are no restrictions on the nationality of the shareholder. |
(5) |
Directors There are no restrictions on the nationality of the director. But at least one director must be ordinary resident in Myanmar. A person will be considered as ordinary resident if he/she holds permanent residency or is residing in Myanmar for at least 183 days in each 12-month period after the incorporation date of the company. Kaizen may provide Myanmar local resident to act as the nominee director for your Myanmar company to satisfy the MCL requirement. |
(6) |
Company Constitution At the time of registration, Myanmar company shall declare whether it will use a model constitution or a customized constitution. Kaizen can assist you in the registration of a company based on a model or a customized constitution depending on your preference. In case that our client prefers to use a customized constitution, Kaizen can conduct the registration of a company on the client’s behalf based on a customized constitution, draft or review the constitution that is customized to contain necessary terms required by our client and translate it into Myanmar language. |
(7) |
Corporate Secretarial Each company registered in Myanmar has ongoing statutory requirements under the MCL. Any breach of the MCL incurs penalties including fines and the risk of possible prosecution against the company and its directors. Kaizen may provide the corporate secretarial service for our client’s Myanmar company to comply with filing requirements of the MCL as well as assist with non-routine corporate secretarial services such as change of registered address, capital increase, change of shareholder and so on. |
(1) |
Corporate Income Tax Return A 25% corporate income tax rate applies to companies registered under the MCL. Advance payments shall be made quarterly for corporate income tax based on the estimated total income for the year. The advance payments and any taxes withheld are creditable against the final tax liability. An annual corporate income tax return shall be filed to the Internal Revenue Department (IRD) within 3 months from the end of the financial year. |
(2) |
Commercial Tax Return In Myanmar, a commercial tax is levied as a turnover tax on goods and services. It applies to all service transactions unless the transactions are listed as exempt. The commercial tax rate generally is 5% on goods and services. Commercial tax registration shall be made 30 days in advance of the start of commercial operation (initial registration). Renewal of commercial tax registration shall be made 30 days prior to the end of the financial year. Commercial tax returns shall be filed on a quarterly basis. An annual return shall be filed within 3 months from the end of the financial year. |
(3) |
Statutory Social Security Filing and Individual Income Tax Return If a Myanmar company has five or more employees, statutory social security filing will apply. The company shall register with the Social Security Board and social security contributions shall be made on monthly basis according to the Social Security Law. The employer shall contribute 3% of an employee’s salary (presently capped at MMK9,000) while the employee shall contribute 2% of the salary (presently capped at MMK6,000). The employer shall withhold the employees’ contributions from their salaries. The employer is responsible for deducting income tax due from salaries at the time of payment to employees. A statement of the monthly deduction must be provided to the tax office within 7 days from the date of deduction. An annual salary statement shall be filed within 3 months from the end of the financial year. |
(1) |
Choose a Company Name Proposed company name cannot be similar to other names that already on file with DICA. Kaizen can check the name availability for you. Also, you can reserve a name online through DICA website. |
(2) |
Prepare and File Certificate of Incorporation To register your company in Myanmar, the incorporation documents and registration forms with the application fee should be filed with DICA through DICA’s online system and DICA will issue the Certificate of Incorporation accordingly. |
(3) |
Open corporate bank account Once the company duly incorporated in Myanmar, the incorporation documents should be submitted to the bank for bank account opening. Please consider, that the authorised signatory is required to present physically on the day the account is opened for the physical verification of the signature. Kaizen can provide the assistance to open corporate bank account with a leading commercial bank in Myanmar. Please contact with our professionals for further information. |
(1) |
Two to three English names for the Myanmar company; |
(2) |
A good quality colour scanned copy of the passport of the individual shareholders, their share ratios, class of share (e.g. ordinary share) and resident address. If the shareholder is a legal person, a good quality colour scanned copy of the company registration certificate and other documents shall be provided; |
(3) |
A good quality colour scanned copy of the passport of the directors for the Myanmar company and their resident address; |
(4) |
The amount of registered capital for the Myanmar company; |
(5) |
The business scope of Myanmar company (Principle business activity); |
(1) |
Certificate of Incorporation issued by DICA; |
(2) |
Company Extra Form (company’s detail information); |
(3) |
A Company Seal and Director Stamp. |
Disclaimer All information in this article is only for the purpose of information sharing, instead of professional suggestion. Kaizen will not assume any responsibility for loss or damage. |