On April 1, 2023, Myanmar’s Directorate of Investment and Companies Administration (DICA) announced additional reporting requirements for newly registered companies. According to the announcement, newly established companies must submit the required information to DICA by email within two months of their registration and before submitting their first annual return (AR) to DICA through the Myanmar Companies Online (MyCO) system as required under the Myanmar Companies Law 2017 (MCL).
The reporting requirements include:
- Proof that the bank account established in the company’s name has been credited with the paid-up capital shown in the MyCO system.
- Verification of individuals listed as directors of the company. For directors who are Myanmar citizens, this consists of confirmation from the relevant township police office that the director actually resides at the address stated in the national registration card and the application for company registration (Form A). For directors who are foreign nationals, the required verification is proof of compliance with the Registration of Foreigners Rules 1948 (such as Immigration Form C).
- Confirmation from the relevant township police office that the registered address of the company matches an actual location and that the company is planning to open an office.
- Verification of individuals and entities listed as members of the company. For individual registered members, the requirements are the same as for individual directors (see above). For legal entities that are registered members, the entity’s certificate of incorporation must be provided.
Once a newly registered company submits this information by email, the registrar will review it manually.
Companies that fail to submit the required information will not be able to submit their first AR documentation. If this happens, the DICA registrar will issue a notice, and the company will have 28 days to submit its AR and pay all outstanding fees and penalties, or face automatic suspension of the company registration in accordance with the relevant provisions of the MCL.
Directors and shareholders who have never visited Myanmar may not have to follow these extra requirements for individuals. However, companies incorporated under the MCL must have at least one resident director, and this director needs to follow the additional reporting requirements in the DICA announcement.
In addition, existing companies should note that DICA has updated its standard AR form to require an indication of where the company’s statutory registers and index are kept. Companies that assign another entity to keep their records must report this through the required channels within 21 days of the change in location of the company’s registers and indexes. Companies that already made such an assignment prior to the DICA announcement should make this report now.
For more information on this DICA announcement, or on any aspect of corporate registration, recordkeeping, or requirements in Myanmar, please contact Tilleke & Gibbins at [email protected].