In 2018, following enactment of the Myanmar Companies Law (MCL), the Directorate of Investment and Company Administration (DICA) launched Myanmar Companies Online (MyCO), an official online platform for corporate registration. The MCL required companies to re-register in MyCO, but some companies did not complete this step within the date provided by the law. In addition, the MCL introduced a requirement for companies to file an annual return through MyCO. Some companies have also failed to do this, which can eventually lead to DICA automatically striking the company’s name from the register. If a company has not re-registered, it must follow specific administrative procedures to “activate” the company in MyCO. There are also administrative procedures allowing for restoration of companies that have been struck from the DICA register. This article considers the ramifications of each of these scenarios and outlines potential next steps for companies facing these challenges. Activating a Company Not Yet Re-registered Prior to enactment of the MCL, all companies were formed under the Myanmar Companies Act 1914, which was the primary law governing registration and operation of companies in the country. Once the MCL was passed, companies were required to re-register online via MyCO by January 31, 2019. For companies that did not re-register on MyCO, the company’s name, old registration number, and registration date under the Myanmar Companies Act 1914 was recorded in MyCO, and the status of the company was set as “Not Yet Re-registered.” Companies assigned this status should not assume that it means the company was struck off the DICA register. Rather, the DICA states that if a company is listed as not re-registered on MyCO, it can still re-register by fulfilling the requirements specified in the MCL. In order to re-register under the MCL, the company must obtain a court order to

On April 3, 2023, the government of Vietnam issued Decree No. 10/2023/ND-CP (“Decree 10”) to resolve a number of existing land-related problems pending the expected promulgation of a new Land Law later this year. The changes under Decree 10, which will take effect on May 20, 2023, include the following: New Regulations on Land Use Right Bidding Decree 10 outlines the conditions for organizations and individuals to participate in the bidding process for land use rights, as well as the conditions that must be met for the land site to be eligible for bidding. Specifically, in addition to the conditions already stated in Article 58.3 of the Land Law 2013 and Articles 14.2 and 14.3 of Decree No. 43/2014/ND-CP, organizations seeking to participate in the land use rights bidding process must ensure that no more than one company with cross-ownership participates in the bidding. Furthermore, they must also submit a 20% deposit of the total value of the land site, which is the starting price for the bidding. After the announcement of the auction results, the down-payment and any interest earned will be converted into a security deposit to ensure the bidder’s financial obligations are met. If the winning bidder fails to pay the full amount for the land use rights, the security deposit will be forfeited. In addition, a land site put up for bidding must satisfy certain conditions, such as having a starting price of bidding determined by the state authority and having an approved 1/500 detailed plan for the land used for investment and construction of residential buildings. The auction must be conducted on a plot-by-plot basis. Certifying Ownership of Real Estate for Tourism Accommodation Ownership of buildings on commercial and service land that are used for tourism accommodation purposes (such as condotels or other types

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

On March 14, 2023, the Competition Commission of Cambodia (CCC) set out its merger filing thresholds in Decision No. 095 on Thresholds for Prior Notification of Business Mergers. This was a follow-up to the recent issuance of a regulation outlining the requirements and procedures for merger and acquisition filings. Decision No. 095 applies to all business combinations subject to premerger notification requirements under this prior regulation. The thresholds for when the CCC must be notified of a merger are laid out in the table below. In current practice, the term “turnover” typically refers to a company’s total sales revenue, while “input purchase turnover” denotes the value of materials or equipment acquired for production purposes. Although this reflects the initial interpretation of these terms, it is advisable to seek confirmation or clarification from the CCC before the filing to ensure accuracy and alignment with their current definitions, as it is conceivable that the interpretation may change. Decision No. 095 leaves room for the Ministry of Commerce to amend these thresholds as deemed necessary. Outlook In the last two years, Cambodia has steadily issued regulations to strengthen its legal framework for competition. Although gaps remain, especially with regard to enforcement of fines and certain unclear terms, more regulations are likely in 2025 and 2026.