ExpertiseForeign Investment

Dubbed the last big win in Asia, our clients in Myanmar seek the extraordinary opportunities for growth that the country has to offer. To navigate the significant legal, regulatory and business challenges associated with the opening of a large emerging market, clients need assistance from a reliable and responsive legal advisor that can deliver local knowledge and relationships.

VDB Loi’s foreign investment practice is without comparison. In order to meet clients’ needs for a flexible, highly responsive team with interdisciplinary skills, we have formed core teams of foreign lawyers, financial specialists and local attorneys. Time is of the essence in Myanmar deals. To ensure an efficient licensing process, our partners personally drive the effort, from advising on the investment structure to less glamorous but equally crucial tasks such as document collection. Our clients often request our assistance with investment licensing, securing operating licenses, company formation, corporate and tax structure advisory, and land due diligence.

Highlights of our practice:

  • Extraordinary deal list which features many of the largest projects in Myanmar, including a multibillion dollar telecom project, a greenfield brewery by a major EU beer brand, the development of a US$500M power investment, the new Yangon international airport, representation of a leading UK bank and investments by the oil and gas supermajors
  • Expert interdisciplinary team that includes accountants for the financial portion of the Myanmar Investment Commission (MIC) investment licensing. We know all the pitfalls of the financial section of investment licensing, radically reducing the time and costs of the process for our clients
  • Range of services that includes nuts-and-bolts issues, such as securing construction permits, import licenses, import approvals, FDA approvals, foreign exchange remittances, etc.
  • Two partners resident in Myanmar, both with strong big-firm backgrounds
  • Fully operational office in Ny Pyi Taw, dramatically reducing time to secure decisions from Government counterparts

Investment licensing

Assisting clients with the MIC process is a core competency of our firm. Our multi-disciplinary team comprising foreign lawyers, local attorneys and accountants, is driven by a partner resident in Myanmar, and can call upon a strong Nay Pyi Taw presence. Clients choose us because of our partner engagement, the wide scope of our service (which includes preparing and correcting the financial portion of the proposal) and the sheer volume of proposals we have already managed and completed with the MIC.

Company formation

Setting up a company with standard articles is not complicated, but those articles may make certain operations for the investor very difficult or risky, such as shareholder protection or preferred shares.

Our team advises and drives the process in a transparent manner, highly responsive and with clear communication.


VDB Loi is often asked by clients to assist with securing all required approvals for business activities, such as:

  • Investment licensing
  • Operating permits
  • Importation
  • Construction and zoning
  • Environmental
  • Food and drug approvals
  • Foreign exchange
  • Manufacturing licensing
  • Telecommunications
  • Labor compliance

Corporate and tax structure

We are uniquely placed to advise on the most tax efficient onshore and offshore corporate structure for investments in Myanmar. We regularly advise on tax implications of transferring assets into the newly established operating company, optimal debt-to-equity mix and tax implications of operations, and possible future divestment.

Corporate and commercial contracts

Our team is very experienced in the Myanmar legal and practical aspects of a wide range of contracts used in the commercial and corporate M&A sphere. We provide advice and assistance in connection with the full range of contractual documentation needed for investment, enterprise combinations or commercial transactions:

  • Joint venture agreements
  • Share sale and purchase
  • Asset transfers
  • Business transfers
  • Shareholder agreements
  • Financing agreements
  • Security package
  • Management services
  • Supply of goods or services
  • Licensing of IP or technology
  • Agency and distribution

Land use

In close cooperation with our land law specialists, we provide investors with a comprehensive choice of legal and regulatory services in connection with land right acquisition, including:

  • Land due diligence
  • Advice on zoning and construction permits
  • Regulatory approvals for land use conversion
  • Land acquisition and leases
  • Secured interests on immovable property

Downstream compliance services

We provide a wide range of compliance services post-establishment of the legal entity in Myanmar, including:

  • Import licensing
  • Immigration services
  • Employment and social security services
  • Corporate secretarial services
  • Tax compliance
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