ExpertiseReal estate

Our firm is recognized as a leading real estate practice in Myanmar. Real estate is one of VDB Loi’s most important areas of expertise. In Myanmar there is often a significant gap between theory and practice. This is particularly evident with real estate issues. Clients need assistance and advice based not just on legal research, but on the reality on the ground. Our dedicated real estate and construction team brings together lawyers, regulatory experts, tax specialists and accountants to get the deal across the line. Our clients choose us because our service goes beyond what a typical law firm does, way beyond just theory, delivering practical solutions and results.

Highlights of our practice:

  • Advising on many of the major mixed-use developments in Myanmar, including a US$2B satellite city for a Singapore-listed developer and an 8-hectare mixed-use development for a major Vietnamese developer
  • Assisting a major luxury hotel development at the site of a legacy railway station for a Hong Kong hotel management company, and the proposed investment by a Korean financial conglomerate in a US$300M hospitality project
  • Advising a leading Japanese financial group on a real estate joint venture with the Myanmar Government
  • Deep practical understanding of Myanmar land law and use regulations, spearheading legal reform with the Government
  • Interdisciplinary team comprising accountants and financial specialists to prepare the voluminous financial portion of the investment (MIC) licensing application, overseen by a partner with a CPA and Big Four background. We know the pitfalls, saving precious time and costs for the client.

Construction regulatory

We advise a wide range of corporate clients with their construction projects in Myanmar, advising on virtually all regulatory aspects. We assist in securing regulatory approvals on:

    EPC and construction agreements

  • Zoning and environmental approvals
  • Assistance with securing construction permits
  • Importation and securing import licenses for materials and equipment
  • Regulatory requirements for specialized installations such as power plants, datacenters, complex commercial centers and PFI/PPP projects

Mixed use real estate development projects

We are ideally placed to assist with sophisticated and highly structured mixed use real estate projects in Myanmar, counting many of Yangon’s major foreign and local developers among our clients. Obtaining an investment permit from the Myanmar Investment Commission (MIC) is a crucial step and a major specialty of VDB Loi. Service providers in Myanmar use quite different approaches and fee structures in relation to obtaining an MIC Permit. Our firm’s approach is to provide not just high-level advice on the process, but to actually prepare the legal documents as well as the voluminous financial portion of the application ourselves. Clients often ask our team to advise on:

  • Land rights acquisition, long term land leases and due diligence
  • Optimal legal structure for the creation of residential units, apartments and serviced apartments
  • Joint venture agreements, option agreements and subscription agreements
  • Investment and project approvals from the MIC, Ministry of Construction, relevant state or region and City Development Councils
  • Advice on tax implications on sale, rent, financing, profit extraction
  • Downstream property contracts including reservation, sale, long or short term leases of residential and commercial property, condominium management agreements and condominium rules

Acquisitions and disposals

Few matters are as complex in Myanmar as land use rights. Roughly a dozen types of land exist, each with their own legal rights and obligations. The use that land rights holders can make of the land is regulated by the type of land rights as well as by zoning rules and individual land use permits. Because the practice on the ground often differs significantly from the theory according to the land laws or land permits, extra caution is warranted. Our real estate team advises on:

  • Land due diligence
  • Long term land lease agreements, Build-Operate-Transfer agreements
  • Assistance preparing bids and tenders in connection with public property

Real estate financing

Our banking & finance and real estate teams in Myanmar cooperate to supply lenders and borrowers with innovative solutions while mitigating the risks of a pioneer jurisdiction. Our clients often select us for our ability to find a way forward, even when rules and precedents do not yet exist. Our clients, which comprise commercial banks, development financial institutions, non-bank financial institutions and corporate borrowers, often seek our assistance with:

  • Structure of the financing transaction, security package and advice on required official approvals
  • Due diligence on the Myanmar corporate borrower or guarantor
  • Financing agreements
  • Security agreements, registration and perfection of secured interests
  • Legal opinions on enforceability and completion of conditions

Disputes

In the wake of the specialized Myanmar litigation firm U Aye Kyaw & Associates joining VDB Loi, we offer clients a wide range of local law services in the arbitration, litigation and mediation sphere. Particularly in the real estate area, our disputes team is able to assist with joint venture and corporate governance disputes, construction disputes between contractor and developer, real estate transaction disputes, failures to complete, warranty claims, and landlord/tenant matters.

Tax advisory

The firm is renowned for its superior tax knowledge in Myanmar. Few firms are able to field a highly experienced tax advisory team in Myanmar, let alone with an engaged resident tax partner. At VDB Loi, both resident partners have backgrounds as highly accomplished tax specialists with global firms, which is a unique proposition. The firm provides technical assistance to tax and customs authorities in Myanmar and throughout the region. Our service comprises:

  • Corporate tax
  • Tax compliance
  • Tax due diligence
  • Controversy
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