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 proceed with the re-registration process and submit it along with the required form via MyCO in the presence of the registrar.
Restoring a Struck-Off Company
Under the MCL, all companies must file an annual return through the MyCO system within two months of incorporation and annually within a month of the incorporation anniversary. If a company fails to submit the annual return in time, the registrar will issue a notice. After 28 days, the company registration will automatically be suspended unless the company files its annual return and pays any outstanding fees and penalties.
If the suspension is not revoked within six months, the registrar will strike the company’s name off the register, and the company must then be liquidated under the Insolvency Law. Until the company is liquidated, all the directors and members of the company maintain their liability as provided in the MCL.
To date, the registrar has struck off approximately 8,300 companies. If these companies wish to regain their status and continue with their business activities—or if directors of the struck-off company want to establish a new company—they will need to restore their registration. To achieve this, a company can file a request for reinstatement in court, and the court may order the restoration of the company, which can then submit the order to the DICA to commence the restoration process.
Complying with Myanmar’s Corporate Registration Requirements
Though the rules surrounding registration and company status can seem complex, businesses in Myanmar must comply with them in order to operate legally and avoid penalties or administrative obstacles and delays. It is important for companies to stay up to date with changes in the law and fulfill all necessary requirements in a timely manner, including re-registering on MyCO and filing annual returns. Companies facing challenges with registration or restoration should seek legal advice and guidance to navigate the process effectively.