Myanmar’s Directorate of Investment and Company Administration (DICA) has issued new documentation requirements for Myanmar-registered companies making changes to their shares or directors. Effective January 8, 2025, the DICA will only approve such changes when accompanied by specific supporting evidence as required under the Myanmar Companies Law 2017 (MCL). Key Changes and Requirements For share transfers, companies must submit the required application form, along with the following documents: Resolution from the company’s board of directors approving the change of shares or share transfer. Copy of the share-transfer agreement signed by both parties, with proof of stamp duty payment. For director changes, companies must submit the required application form, along with the following documents: Copy of new director’s ID or passport. Shareholder resolution approving the change of the director(s). New director’s consent to act (for appointments) or signed resignation (for departures) In addition to announcing the new documentation requirements, the DICA also reminded companies of an April 2023 announcement that requires companies to submit certain other required documentation within two months of establishment to the DICA by email. Next Steps Companies planning share transfers or director changes must ensure they prepare the complete documentation package before submission to the DICA. For more information on this announcement or assistance with corporate secretarial matters, please contact Tilleke & Gibbins at [email protected].

Myanmar’s Ministry of Commerce (MOC) announced a significant policy change allowing foreign companies incorporated in Myanmar under the Myanmar Companies Law 2017 to export eight categories of locally produced commodities, with effect from December 17, 2024. Notification 93/2024 allows eligible foreign companies—companies with more than 35% of their shares held by foreign entities or individuals—to export, manufacture, or trade the following additional commodities: Value-added meats, fish, and fishery products Value-added agricultural products Pulp and various papers Seeds Refined metals Semifinished or finished horticultural products, including fruits and vegetables Wood-based furniture Products supporting environmental conservation The notification, which was issued under the Export and Import Law 2012, does not set a minimum capital requirement for foreign companies taking advantage of these opportunities. Any type of foreign company can apply to export the eight commodities listed above. Companies permitted or endorsed by the Myanmar Investment Commission (MIC) that wish to engage in these opportunities must also adhere to the rules and regulations set by the MIC. To facilitate the export process, the notification specifies that foreign companies must obtain an export recommendation from the relevant government departments and an export license from the MOC’s Department of Trade for each of these commodities. For more information on this announcement, the relevant licensing authorities for different commodities, or any other aspect of import and export matters in Myanmar, please contact Tilleke & Gibbins at [email protected].

On May 24, 2024, the Central Bank of Myanmar (“CBM”) issued a public notice warning individuals against participating in the sale, purchase, exchange, or transfer of unregulated digital currencies, as well as unauthorized money transfers. The CBM has indicated its readiness to enforce regulations by closing bank accounts and pursuing legal action, which may result in imprisonment, fines, or both, in accordance with the Central Bank of Myanmar Law, the Anti-Money Laundering Law and the Financial Institutions Law. The CBM is the sole legal entity authorized to issue currency in Myanmar, as stipulated in the Central Bank of Myanmar Law. The CBM does not recognize digital currencies as official currency, nor has it granted permission to financial institutions within Myanmar to trade them. The existing legal framework, comprising the Foreign Exchange Management Law and the Financial Institutions Law, further cements the illegality of cryptocurrency transactions within the nation’s borders. Four years ago, in May 2020, the CBM issued Notification No. 9/2020, prohibiting all persons residing in Myanmar from engaging in the sale, purchase, or exchange of unregulated digital currencies. The list of prohibited currencies includes widely recognized cryptocurrencies such as Bitcoin (BTC), Litecoin (LTD), Ethereum (ETH), and Perfect Money (PM), with a particular emphasis on transactions conducted through personal Facebook accounts and web pages. Before the issuance of the 2020 notification, the CBM had announced that anyone engaging in digital currency transactions did so at their own risk, but no enforcement measures were being taken at the time. However, after the 2020 notification was issued, the CBM has pursued legal action against persons involved in illegal currency conversion and unauthorized hundi money transfers using Tether (USDT). These enforcement measures have included shutting down bank accounts and initiating legal proceedings under the Anti-Money Laundering Law and the Financial Institutions Law.

The Myanmar Investment Commission (MIC) has announced the opening of the trial period for MIC-permitted or MIC-endorsed companies to reenter investment data for using the Myanmar Investment Online (MyInO) system. The trial period is open until June 30, 2024. The MyInO system allows for the submission and recordal of applications for investment under the Myanmar Investment Law. With the implementation of phase 2 from September 1, 2023, applications for the appointment or resignation of foreign experts and employees within MIC-permitted or MIC-endorsed companies can now be submitted manually or through the Investment Monitoring System available on MyInO. To initiate the application process in MyInO, applicants are required to create an account on the platform. Subsequently, companies holding an MIC permit or endorsement must reenter all investment-related data since the obtaining of the relevant permits/endorsements, in compliance with the announcement. Following this data update, applications can be filed through MyInO. After this trial period, the submission of applications for appointments will be available online. The benefit of using MyInO to submit a foreign expert or employee appointment or resignation application is that the application can be submitted within 30 days of the foreign expert’s arrival in Myanmar. In contrast, hard copy applications must be submitted within seven working days of arrival. According to the Myanmar Investment Law, a foreign expert is one who qualifies as a senior manager, technical or operational expert, or advisor in permitted or endorsed companies within Myanmar. For assistance with completing the investment data reentry process or filing applications for appointment or resignation of foreign experts or employees, or for further details on any aspect of the Investment Monitoring System under MyInO, please contact Tilleke & Gibbins at [email protected].