Compliance Reminder: Key Obligations of Companies Registered Under the Myanmar Companies Law

The Directorate of Investment and Company Administration (“DICA”) issued an announcement on 1 September 2025 summarizing the key corporate compliance requirements for companies registered under the Myanmar Companies Law, 2017 (“MCL”). The major points are highlighted below with our further comments.

Annual return filing (Section 97 of the MCL)

The following supporting documents must be emailed to the Registrar at the time of filing the first annual return through the MyCO system for newly incorporated companies:

• Proof of a bank account opened in the company’s name
• A police recommendation letter confirming the company’s registered office address
• A police recommendation letter confirming the directors’ residency at their registered address (for foreign directors, relevant documents issued under the Registration of Foreigners Rules, 1948)
• If shareholders are individuals, a police recommendation letter confirming their residence at the registered address; if they are legal entities, the supporting documents of such entities

We note that:

• A newly incorporated company is required to file its first annual return within two months of incorporation. Thereafter, an annual return must be filed each year no later than one month after the incorporation anniversary.
• Failure to do so within 28 days after the due date will result in suspension of the company’s registration, and continued non-compliance for a further six months after suspension may lead to the company being struck from the register.
• The first annual return will remain pending until all supporting documents are submitted to the Registrar via email.

Share transfers (Section 83 of the MCL)

For shares transfers, companies must submit the following to the Registrar via email:

• Board of directors’ resolution approving the share transfer
• Share transfer agreement signed by the transferor and transferee and duly stamped as evidence of payment of the applicable stamp duty

We note that:

• Any changes in shareholders or particulars of shareholders must be filed via the MyCO system using Form C-3 with supporting documents submitted to the Registrar via email within 21 days of the change being recorded in the company’s internal register of shareholders.
• Failure to do so will result in late penalty fees of MMK25,000 (1–90 days) or MMK50,000 (91–180 days).

Changes in directors (Sections 173 and 178 of the MCL)

When there is a change of directors, companies must email the following documents to the Registrar:

• Shareholders’ resolution approving the appointment or resignation
• A consent to appointment or resignation letter signed by the relevant director
• In case of termination, a statement explaining the reason for removal
• Copy of the director’s NRC or passport

We note that:

• Any changes in directors or the particulars of directors must be filed via the MyCO system using Form D-1 with supporting documents submitted to the Registrar via email within 28 days of the change.
• Failure to do so will result in late penalty fees and may cause difficulties in completing other administrative procedures with the local authorities.

Public companies

The DICA emphasized that public companies should only be established when truly necessary, and only where there is a capacity to strictly comply with the specific provisions applicable to public companies, as the Registrar will be more attentive to the compliance of such companies.

General compliance obligation reminders

• The Registrar only registers companies to conduct lawful business activities. Such companies must fully comply with the laws, rules, instructions, and procedures set by the relevant ministries and departments.
• Companies and directors who fail to comply with the MCL and/or other applicable laws, or violate any provision, will be subject to the necessary actions, including restriction of participation in any other company. In addition, investigations related to anti-money laundering and countering the financing of terrorism will be conducted.
• When a new company is proposed to be registered, the persons who will serve as directors will be subject to verification to ensure their compliance with the provisions of the MCL and any other existing laws.