DICA issues five notifications of the Myanmar Companies Law 2017

The Directorate of Investment and Company Administration (DICA) issued five notifications (56,57, 58, 59,60/2018), under the Myanmar Companies Law 2017, on 9 and 10 July 2018.

Those notifications state requirements for public companies and business associations, prescribed fees and late lodgment fees, prescribed forms for an instrument of transfer for shares or other registrable interests in a company, prescribed form of model constitution for a private company limited by shares, which will come into effect from 1 August 2018.

Requirements for public companies include prohibition of allotment of the companies’ share capital unless minimum subscription is received, time limit for allotment of securities, a statement in lieu of the prospectus lodged by or on behalf of a public company to be in the prescribed format, every prospectus issued by or on behalf of a public company to be lodged with the Securities Exchange Commission of Myanmar prior to it being filed for registration. Applications to the Registrar must be made in the prescribed format and on an electronic registry system unless otherwise directed by the Registrar, according to notification (No 59/2018) of the DICA.

Meanwhile, requirements for business associations are that a business association can be registered under Section 42 of the Myanmar Companies Law 2017 as a company limited by guarantee without share capital. A business association is subject to the provisions of the Myanmar Companies Law 2017, applicable to companies limited by guarantee, including in relation to the filing and lodgment of documents with the Registrar. For the purpose of issuing a licence to a business association under Section 42 of the Myanmar Companies Law 2017, the Registrar classifies an association into one of the following categories: union-level association, state- or regional-level association, district-level association and township-level association.

Additionally, a business association can send together with its annual return, a list of its members on the date of the annual return.

This notification (No 58/2018) of the DICA also highlighted that a business association shall not qualify as a small company under the Myanmar Companies Law 2017. The notification No 57/2018 of the DICA describes how to pay prescribed fees and late lodgment fees, as directed by the Registrar.

MIC will issue regulations of companies in July after submitting them to the cabinet, said U Aung Naing Oo.

The Myanmar Companies Law will come into effect on 1 August and all companies are required to re-register within six months from the effective date of 1 August of the Myanmar Companies Law. All registered companies and other entities under the Myanmar Companies Act 1914 and the Special Company Act 1950 will be required to re-register on (MyCO) registry starting from 1 August 2018 to 31 January 2019 during the 6-month re-registration period.

Re-registration can be completed online or in person at the offices of the DICA, using the prescribed forms for re-registration, according to the MIC announcement. Re-registration will ensure the Company Registration number is the same as the Tax Identification number issued by the Internal Revenue Department.

MIC will introduce the new Myanmar Companies Law on 31 July at Melia Hotel and continue discussions with the public sector in order to have a better understanding of the new law.

On 10 July, MIC released sample prescribed forms for an instrument of transfer for shares or other registrable interests in a company through the DICA website, according to notification (56/2018). Companies can apply for registration in the prescribed sample format or submit their own. On the same day, another notification (60/2018) also came out, mentioning prescribed form of model constitution for a private company limited by shares.

By May Thet Hnin

Ref; The Global New Light of Myanmar