On July 15, 2022, the Central Bank of Myanmar (CBM) issued Letter No. FE-1/754 instructing banks with authorized dealer (AD) status to inform the CBM of the balances in foreign-currency accounts belonging to Myanmar companies with up to 35% foreign ownership. This was to be done by 6 p.m. on the same day. In addition, AD banks were ordered to purchase the balances of the relevant foreign-currency accounts and exchange the amounts with Myanmar kyat (MMK). These amounts are to be entered into the bank-customer (bid) and non-trade inward (real time-R) lists by 6 p.m. on July 18, 2022. The letter also warned that the failure to follow this instruction would be subject to various sanctions, including warnings, restriction of foreign exchange management functions, fines, temporary or permanent suspension of banking authorizations, and cancellation of business licenses. Letter No. FE-1/754 followed a decision made by the Foreign Exchange Supervisory Committee in meeting No. 32/2002 requiring foreign-currency balances held in accounts of Myanmar companies with up to 35% foreign ownership to be converted into MMK. A list of these companies, provided by the Foreign Exchange Supervisory Committee, was included with the letter. For more details on these foreign exchange developments, or on any aspect of financial regulations in Myanmar, please contact Tilleke & Gibbins at [email protected].

On July 13, 2022, the Central Bank of Myanmar (CBM) revoked its previous exemption from the foreign currency conversion requirement for companies that are registered with the Directorate of Investment and Company Administration (DICA) and have at least 10% foreign investment. Banks with authorized dealer  status are thus no longer permitted to exempt these companies from the CBM’s requirement to convert foreign currency transfers and balances to Myanmar kyat. This sudden revocation of the prior relaxation was circulated in CBM Letter No. FE-1/739 to AD banks for exchanging foreign currencies in Myanmar. The letter effectively reverses information the CBM circulated in meeting minutes on June 7. Notably, however, this does not affect foreign-owned companies approved by the Myanmar Investment Commission, or investments in special economic zones. These exemptions and others previously announced by the CBM in relation to the currency conversion requirement remain valid, and are not affected by this revocation. For more details on these foreign exchange developments, or on any aspect of financial regulations in Myanmar, please contact Tilleke & Gibbins at [email protected].

Before the issuance in late 2019 of the Trade Competition Commission of Thailand’s Guidelines on Unfair Trade Practices in Franchise Businesses, which took effect in February 2020, Thai law made little mention of franchising as a business model—despite the great popularity of franchising in the country. The guidelines, which were issued under the Trade Competition Act B.E. 2560 (2017), partly made up for the absence of a single, codified franchising law in the country and offered valuable direction on how franchisors and franchisees should operate in compliance with Thai law. One of the most significant conditions introduced by the original guidelines in February 2020 was a requirement for franchisors to provide a right of first refusal to their existing franchisees before opening a new franchise outlet within current franchisees’ operating vicinity. An update to the guidelines addressing the right of first refusal was issued in August 2020. Most recently, a second update was announced on July 13, 2021. It was published in the Government Gazette on August 19, 2021, and came into force on the following day. The August 2021 update further revised this provision, and the updated guidelines now adopt a less restrictive approach for franchisors in relation to this first-refusal requirement. Under the updated guidelines, a franchisor who decides to open a new outlet, whether it will be operated by the franchisor or by another franchisee or person, must notify the existing franchisee located in closest proximity to the intended location, and provide the franchisee with a right of first refusal for a period of 30 days. However, the franchisor does not have to provide the closest franchisee with a right of first refusal if the franchisee’s existing performance does not meet the franchisor’s criteria as specified and communicated to the franchisee in advance. In determining what

On May 23, 2022, the Public Limited Companies Act (No. 4) B.E. 2565 (2022) was approved and published in the Government Gazette. The updated law amends the previous version of the Public Limited Companies Act by formally allowing board of directors (BOD) and shareholders’ meetings to be held electronically, and amending corporate approval processes for public limited companies. The new act came into effect the day after its publication, but full implementation of certain amendments will only become practical after the issuance of various related subrules and subregulations. The key elements of the new act are described below. Electronic Dissemination of Company Notices and Advertisements Under the previous version of the Public Limited Companies Act, required company notices, statements, and advertisements had to be published in a local newspaper where the company is located, for at least three consecutive days. However, the amended act allows such notices, statements, and advertisements to be sent via electronic means, though the process must comply with subregulations to be issued by the Department of Business Development (DBD). Electronic Delivery Options for Documents The amended act allows public limited company notices or documents to be sent to company directors, shareholders, or creditors electronically instead of by registered mail, as long as the recipients have consented to receive such documents via electronic means. Electronic delivery of documents must comply with subregulations to be issued by the DBD. Additional Individuals Authorized to Call BOD Meetings In keeping with the previous version of the law, the amended act grants the chairperson of the BOD the authority to call a board meeting, and allows any two directors to jointly request that the chairperson call a meeting, in which case the chairperson must call the meeting within 14 days. The amended act further stipulates that if the chairperson does