You are using an outdated browser and your browsing experience will not be optimal. Please update to the latest version of Microsoft Edge, Google Chrome or Mozilla Firefox. Install Microsoft Edge

September 3, 2019

Allowing Foreign Investment in the Yangon Stock Exchange Is Good News for Myanmar

Informed Counsel

On July 12, 2019, the Securities and Exchange Commission of Myanmar issued Notification 1/2019, which announced that foreign individuals and foreign entities will be permitted to invest in up to 35% of the shares in Myanmar companies listed on the Yangon Stock Exchange (YSX). This limitation aligns with the classification of any company with greater than 35% foreign shareholding as a “foreign” company under the Myanmar Companies Law (2017)—a classification which introduces many complications, not least of which is a restriction against owning land under the Transfer of Immoveable Property (Restriction) Act (1987). For a listed company, designation as a foreign company could therefore be ruinous, and although the YSX’s 35% foreign investment cap may seem a heavy fetter at first glance, in that context it is very reasonable.

In fact, the entire program of foreign investment, although not materialized in full at the time of writing, so far seems to be very progressive and reasonable. For example, trading on the YSX will be open to all foreigners, not restricted to Myanmar residents, and unlike the somewhat slow pace of reforms often seen in developing countries, foreign trading on the YSX is expected to begin in the near future—perhaps even sometime before the end of 2019 according to our sources. We understand that the YSX has even invested in the necessary software systems to allow for calculation of the 35% threshold, and had already implemented them ready for trading to begin. To the uninitiated, this may seem entirely at odds with the usual pace of reforms in developing countries. To regular Myanmar watchers, however, this kind of rapid and progressive change to the commercial landscape is becoming a regular feature.

This is, to some degree, because Myanmar’s determination to foster rapid economic growth is rooted in a strong understanding of the precedents set elsewhere. Research has shown that stock exchange development is extremely important for economic development. According to a report by the World Federation of Exchanges and the United Nations Conference on Trade and Development entitled The Role of Stock Exchanges in Fostering Economic Growth and Sustainable Development, “[w]ell-functioning exchanges enable economic growth and development by facilitating the mobilisation of financial resources—by bringing together those who need capital to innovate and grow, with those who have resources to invest. They do this within an environment that is regulated, secure, transparent and equitable. Exchanges also seek to promote good corporate governance amongst their listed issuers, encouraging transparency, accountability and respect for the rights of shareholders and key stakeholders.”

Furthermore, the theoretical and academic literature predominantly finds positive links between well-functioning exchanges and economic development. In a study looking at the performance of firms (used here in the economic sense to mean “business organizations”), Demigüç-Kunt and Vojislav (1996) found that firms in countries with “active” stock markets experience higher-than-predicted growth rates. Another study by Beck and Levine (2002), looking at data from 40 countries over four five-year periods, found not only that financial market development is important for economic growth but that both banks and stock markets independently and concurrently have a role to play. Caporale et al (2004) looked explicitly at the question of causality and concluded that well-developed stock markets can foster economic growth (see here).

Although some may be skeptical of the prospects for the YSX, in the medium to longer term we have more confidence. Our sources tell us that a number of foreign institutions have already expressed interest in investing in the YSX, with funds already allocated for investment in Myanmar. Furthermore, although there are only five companies currently listed on the YSX, we understand that there are at least two further companies already in the listing pipeline. With foreign investment coming to the YSX, interest by domestic companies in listing is only likely to increase. Those wishing to familiarize themselves with the procedure required for listing on the YSX might be interested in referring back to a previous article by this author written for Frontier Myanmar (see here).    

It would also be wrong to see the liberalization of investment in the YSX in isolation. Over the past several years, Myanmar has liberalized the telecommunications, banking, insurance, and wholesale/retail trading sectors, which collectively mark a huge stride forward for what was long regarded as an isolated and impenetrable economy, not to mention the reforms to the Myanmar Investment Law, the new Companies Law, and the new electronic company registration system in Myanmar. This pattern of economic liberalization shows no sign of slowing—for example, foreign banks are expected to be permitted to provide retail banking services in the very near future, and other highly regulated industries will likely follow suit. The liberalization of the YSX is just part of this pattern.    

With this latest announcement, it would seem that this  is now the “end of the beginning” of the YSX. We are moving forward into a new era.

RELATED INSIGHTS​ 

December 13, 2021
On November 23, 2021, Thailand’s cabinet approved in principle the amended Ministerial Regulation No. 13 issued under the Exchange Control Act, B.E. 2485 (1942), as amended (ECA). The ECA is an integral instrument of the Bank of Thailand (BOT) for regulating businesses relating to foreign means of payment (i.e., foreign exchange business) and controlling inward and outward remittances as well as exchange and conversion between Thai baht and foreign currencies. Under the current ECA, no party may purchase, sell, lend, exchange, or transfer foreign currencies except for authorized juristic persons (bank and non-bank entities) or authorized individuals who are licensed by the Ministry of Finance. The major amendments to Ministerial Regulation No. 13 of the ECA introduce a number of changes to the current regulations for foreign exchange business operations: Expansion of the scope of foreign exchange business The scope of a foreign exchange business is currently limited to purchasing, selling, lending, and exchanging foreign currency in the form of banknotes, coins, and travelers’ cheques (i.e., banknotes-to-banknotes conversion only). The new amendments will expand the scope of foreign exchange business to include more foreign currency payment types. For instance, foreign travelers will be able to use credit or debit cards issued by a foreign commercial bank to exchange for cash (i.e., card-to-banknotes conversion). Additional modes of authorizing foreign exchange businesses Licensing is currently the only mode of authorization for a foreign exchange business in Thailand. Under the amended regulations, there will be two options for authorization: licensing or registration. While the exact requirements and definition of “registration” will become clearer after the actual amended regulation and any subordinate legislation become available, this indication of an additional mode of authorization may imply varying requirements and burdens in the application process. Allowance of a foreign exchange business license to cover all
November 24, 2021
Attorneys from Tilleke & Gibbins have provided the latest update to the Thailand contribution to Doing Business in…, a Q&A-style guide published by Thomson Reuters Practical Law that presents an overview of the legal framework for doing business in 63 jurisdictions worldwide. The Thailand chapter of the guide outlines Thailand’s legal system and key laws applicable to foreign companies doing business in the country. The chapter specifically covers the following main topics: Legal system: Thailand’s court system and codified legal system. Foreign investment: Lists of reserved business activities, restrictions on doing business with certain jurisdictions, exchange controls and currency regulations, and grants and incentives available to investors. Business vehicles: Ordinary partnerships, registered ordinary partnerships, limited partnerships, private limited companies, and public companies. Environment: Main laws and regulations, factory operation. Employment: Laws, employment contract requirements, work permits, and termination and redundancy. Tax: Taxes on employment, tax and nontax resident employees and businesses, corporate income tax, value added tax, special business tax, municipal tax, stamp duty, dividends, interest, intellectual property royalties. Competition: Important aspects of Thailand’s regulatory regime surrounding competition, centered around the updated Trade Competition Act. Antibribery and corruption: Laws, compliance requirements, regulatory authority. Intellectual property: Patents, trademarks, registered and unregistered designs, and copyright. Marketing agreements and advertising: Regulation of marketing agreements, Thailand’s Consumer Protection Act, direct marketing, role of the Consumer Protection Board and Food and Drug Administration. E-commerce: E-commerce laws and regulations, marketing and sales via online platforms. Data protection: An outline of Thailand’s Personal Data Protection Act. Product liability: Procedures and regulations for product liability and product safety, including the Unsafe Goods Liability Act and the Consumer Case Procedure Act. Product liability: Key regulatory authorities for trade competition, environmental issues, and financial services. To browse, download, or print the Thailand chapter, please visit the Practical Law website.
October 25, 2021
Michael Ramirez, a counsel in Tilleke & Gibbins’ dispute resolution group in Bangkok, has updated the firm’s contribution to the Global Attorney-Client Privilege Guide, published by Lex Mundi. The newly expanded guide provides information on what constitutes attorney-client privilege in over 70 countries around the world. The Thailand section of the guide contains in-depth information on the function and applications of attorney-client privilege in Thailand (or, as explained in the guide, an equivalent concept enshrined in Thai law), including coverage of the following topics: Privilege in corporations Common interest doctrine Litigation funding Crime-fraud exception Work product doctrine/litigation privilege Other privileges including mediation, accountant-client and settlement negotiation The interactive guide features expert contributions by Lex Mundi member firms from jurisdictions worldwide. Readers can browse the contributions, generate country-specific reports, and compare attorney-client privilege in multiple jurisdictions. For more information, please visit the Lex Mundi website.
October 14, 2021
As part of its membership in Lex Mundi, Tilleke & Gibbins has published an updated edition of its Guide to Doing Business in Thailand for 2021. This guide outlines all of the key factors for starting and operating a business in the Thai market. Issues covered include: Investment incentives Financial facilities Exchange controls Import and export regulations Structures for doing business Requirements for the Establishment of a Business Operation of the Business Cessation or Termination of the Business Labor legislation, relations, and supply Tax Immigration requirements This publication is part of Lex Mundi’s Guides to Doing Business series prepared by member firms in more than 100 jurisdictions worldwide. The guides serve as a useful resource when planning an international business strategy or researching a new market.