Ministry of Investment and Foreign Economic Relations (MIFER),The Republic of the Union of Myanmar
COMPANY REGISTRATION
There are three main types of companies which can be registered under the Myanmar Companies Law of 2017.They are
- a company limited by shares,
- a company limited by guarantee or
- an unlimited company.
The company registration fee is 300,000 Kyats for all types of private companies and 2,500,000 Kyats for public companies.
The company incorporating certificate will be issued after payment of the registration fees to DICA.
There is no minimum capital requirement when registering a company in Myanmar. Minimum requirement for banking, Insurance and securities companies should refer to the Central Bank of Myanmar, and Ministry of Planning and Finance.
According to Myanmar Companies Law, there is no restrictions regarding the share proportion for joint ventures between Myanmar Citizens and foreigners.
In a private company, the transfer of shares is restricted, and the number of shareholders may range from a minimum of one to maximum of fifty. Public limited –liability companies must have a minimum of one to maximum of unlimited shareholders.
Unless further licenses are required from other relevant ministries and/or departments, private companies may being operations immediately after they have received their company incorporation certificate.
Public companies must apply for a Certificate for Commencement of Business instead of prospectus before they can being operations. After getting a Certificate for Commencement of Business, they can start the operation and after submitting the prospectus, they can invite the public share equities.
Company registration certificate has no validity.
INVESTMENT APPLICATION
According to the Myanmar Investment Rule 22 and notification No.15/2017 (c) the ratio must be 80% for the foreign and 20% for citizens.
- Proposal Form(2)
- Application form for Land Rights Authorization (Form 7-A)
- Recruitment of employees (Local/ Foreign)
- Plans of annual production and selling strategies (% of export and local market)
- Evidences of financial conditions (Bank Statement)
- Production Technology and Product Brand Name
- Factory build up plan in accordance with GMP Guideline
- Recommendation from Ministry of Health, department of food and drug administration
- Proposal Form (2)
- Application form for Land Rights Authorization (Form 7-A)
- Recruitment of employees (Local/ Foreign)
- Plans of annual production and selling strategies (% of export and local market)
- Evidences of financial conditions (Bank Statement)
- Machinery & Equipment Lists (Foreign or Local)
- Agreement on production permit, using for brand and technical, inspection certificate of the parent company, Localization and production process (Letter of Authorization, Distribution Agreement, Inspection Certificate)
- Plan for Assembly line (Machine Layout Plan)
Remark. The proposal for manufacturing of electric vehicles using a Semi-Knocked Down (SKD) system must first be submitted to Steering Committee on National-Level Development for Electric Vehicles and Related Industries. Only upon receiving this committee’s approval can the subsequent steps be undertaken to secure the required commission authorization.
For the purpose of supporting the development of the Union by allowing investment in sectors which need to be developed, and for the proportionate development of Regions and States, tax exemptions or reliefs can be granted to investors on a case-by-case basis. These can take the form of exemptions and reliefs from income tax, customs duty or internal taxes and the right to depreciation for the purpose of income tax assessment. Details on exemptions and reliefs applicable to investors are stipulated in sections 74, 75, 76,77 and 78 of the Myanmar Investment Law.
According to Myanmar Investment Rule 238, investors do not need to submit the proposal or endorsement application to the commission in case where Myanmar Citizen Investment is changed into foreign investment. Investors need to submit the amount of total investment, share ratios and machinery list (imported) for changing of investment form.
- Proposal Form (2)
- Application form for Land Rights Authorization (Form 7-A)
- Recruitment of employees (Local/ Foreign)
- Plans of annual production and selling strategies (% of export and local market)
- Evidences of financial conditions (Bank Statement)
- Large Scale Mineral Production Permit for Limestone issued by Department of Mining
- Production Technology and Product Brand Name
An investor who obtains a Permit or an Endorsement under the MIL can get a long term land lease from private owners for private owned land/building or from the relevant government organizations for the state-owned land/buildings. The initial leasing period is up to 50 years and it can be extended twice for 10 years respectively (a total of 20 years). Therefore, to get the right to use land, it is required that the investor undergo either the MIC Permit process or endorsement application process.
According to Notification No.15/2017, all type of investments in agriculture are allowed 100 % foreign owned except cultivation of crops in agriculture land, distribution them to the local market and export.
For the joint venture investment in crops in agriculture land, distribution them to the local market and export, Myanmar citizen investor must contribute 20% minimum direct shareholding or equity.
It is allowed to export 100% of crops produced by JV investment.
It is allowed. In fact, the Joint Venture Company needs to mention clearly the plan of sale in detail for export of industrial crops as raw materials when they submit the proposal.
Land issue is the important factor for investment in agriculture sector, so the investor needs to do following things-
- If the land is owned by farmer, the investor needs to do contract farming system with farmer.
- If the investment project location is on vacant, fallow and virgin lands, the investor needs to attach the permit from the Vacant, Fallow and Virgin Lands Central Committee.
- If the land is in the forest area, the investor needs to attach the permit issued by Forest Department.
Wood based industry can be applied with 100% foreign investment. According to the Notifications No-86/2017, wood-based industry which uses raw materials from natural forest are being suspended.
For wood-based Industry, the following documents need to be submitted together with the application form;
- Availability of raw materials
- Plan for own plantation for raw material
Raw materials that cannot be obtained from local can be imported.
In addition to the related documents attached with the proposal, the following documents must be submitted in applying for the permit/ endorsement for food manufacturing-
- Quality and types of food to be produced
- Sample photos of the product
- Type of raw materials to be used
The investments included in the Notification. No. (15/2017) shall be formed a joint venture, with at least 20 % of the investment made by the local partner. Those investments which are not mentioned in the above notification can be carried out without restraints on the ownership ratio in forming JV.
In order to supply raw materials to the business of diary production, a foreign investor may make a further investment in cattle farming.
Manufacturing of alcoholic beverages is allowed. But it is necessary to submit a letter that investor wants to invest in this kind of business.
According to the Notification No.15/2017, an investor can apply for MIC permit/endorsement for the manufacturing of alcoholic beverages, however, prior enquires to the ministries and departments in concern should be made as it is necessary to obtain the approval and comments from those organizations.
Manufacturing of alcoholic beverages could be carried out only in the form of JV, with at least 20 % of the investment made by the local partner.
According to the Notification No.51/2014, there is neither customs duty nor commercial tax exemption.
Production of canned food can only be carried out in the form of JV.
In addition to the related documents attached with the proposal, Waste Water Treatment plan must also be needed.
According to the Notification No. 15/2017, livestock business can be carried out the in the form of joint venture with any Myanmar citizen or wholly foreign owned investment, with the approval of the relevant Ministry.
Normal System is preserving and selling local and foreign as raw by catching in local and importing of fish and prawns.
Contract Processing System is a business activity of preserving fish and prawns as raw materials provided by contractor.
The Proposal should be included the following things;
- Proposal form (2)
- Copy of company registration certificate
- Copies of identification card/ passport
- Financial documents (Bank statement)
- Joint venture agreement (only in the form of JV)
- List of machinery and equipment (to be imported)
- List of raw materials
- Land rights authorization (form 7-A)
- Evidence of the land ownership
- Land lease agreement (draft)
- Location map/ layout plan
- Recruitment of employees (local/foreign)
- Social security for employees, social welfare plan, CSR program, firefighting plan
- Production plan
- Company Extract,
- To produce Product samples and Brand Name,
- List of raw materials (If importing from abroad, describe the types of goods with HS Code and state the name of the country to be imported),
- Annual production; 10-year sales and service plan (if exporting abroad, specify quantity, price and name of country to be exported),
- Models of the building to be constructed or, if using an existing building, a photo of the building and, If prepared, the new form will be prepared,
- To submit relevant liquor licenses for alcohol and beer production and sales activities.
Investment Division (3) is responsible for the following sectors:
- Real Estate
- Hotels & Tourism
- Road construction with BOT system
- Transportation and Communications
- Industrial zone and new city development
Generally, all sector are described in the classification of promoted sector according to Myanmar Investment commission’s notification no, 13/2017.
For real estate sector, only building and leasing of the affordable housing project will be included in promoted sector.
If the investors apply for such exemption and reliefs Commission scrutinize and may grant in accordance with section 75, 77, 78 of Myanmar Investment Law.
There are three types for designation of developed zone as follow:
Less developed regions : In Zone (1) for a period of 7 consecutive years including the year of commencement of commercial operation
Moderate developed regions : In Zone (2) for a period of 5 consecutive years including the year of commencement of commercial operation
Developed regions: In Zone (3) for a period of 3 con34) How many days will be taken to issue the permit? seclusive years including the year of commencement of commercial operation
The investor shall submit a proposal to the Commission for the following business stipulate in the rules section 36:
- Large capital intensive Investment if the expected Investment value exceeds USD 100 million.
- large potential impact on the environment and the local community
Investment business except investment business stipulated under section 36 will be undertaken the endorsement application process.
- large capital incentives invesment projects;
- projects which are likely to cause a large impact on the environment and the local community;
- Investment Activities that are essential to the National Strategy;
- Investment activities which use state owned land and buildings;
- Investment activities which are designated by the Government to require the submission of a proposal to the Commission;
The Commission will screen it within 60 days from the date of acceptance and, if it approves, it will issue the Permit within 10 Working Days.
The Commission will screen it within 30 days from the date of acceptance and, if it approves, it will issue the Endorsement within 10 Working Days.
The type of business described in notification no. 15/2017 (d) of Myanmar Investment Commission and the type of businesses that the governmental department or governmental organization holds a significant ownership interest in the investor will be submitted to Commission through relevant government organizations.
Wholly Foreign Investment can carry out the investment activities which not included in the list to form of a joint venture with any citizen owned entity or any Myanmar citizen according to notificationno.15/2017(c) of Myanmar Investment Commission.
A foreign investor shall contribute 80 % direct shareholding or interest in the joint venture business described in notification no.15/2017 (c) of Myanmar Investment Commission.
The investor can appoint any citizens who are a qualified person as senior manager, technical and operational expert in accordance with the law and shall appoint only citizens for works which does not require skill.
The investors can do business as a wholly foreign owned along with the Power Purchase Agreement – PPA (draft) and the recommendations of the Attorney General Office and the proposals shall be submitted through the Ministry of Electricity and Energy.
Power generation businesses can get the exemptions and reliefs.
The proposal shall be submitted through the Ministry of Natural Resources and Environmental Conservation. The detailed forms and documents to be attached can be downloaded at www.dica.gov.mm.
No.The proposal does not need to be submitted through the Ministry of Natural Resources and Environmental Conservation for the related services.
The refine metal can be made by the foreign investors.
No. the foreign investors cannot be made prospecting, exploration and production of jade/gem stones.
No. Investors cannot get the exemptions and reliefs from production of mineral.
The proposal application form is needed to be applied under section 36 of Myanmar Investment Law.
The proposal shall be submitted through the Ministry of Natural Resources and Environmental Conservation. The detailed forms and documents to be attached can be downloaded at www.dica.gov.mm.
Since the pearl culturing and production is included in the list of promoted sectors, the income tax can be exempted.
Yes, Investment can invest for as a foreign owned company. It needs recommendations of Ministry of Education.
Yes.
Yes. Foreigners can invest as a foreign owned company. And it needs the recommendations of Ministry of Commerce.
This kind of business can be invested by foreign investors excluding the total floor area less than up to 10,000 square feet or 929 square meters.
Currently, only investment for warehouse can do as a foreign owned company. Bonded warehouse investment cannot be granted.
Yes.
Yes.
Yes.
It can be done. This will need to be done in accordance with the opinion of the Ministry of Information.
They need to abide by the Ministry of Transport and Communication’s recommendations.
Yes. Foreigners can invest for publishing of periodicals in English along with the recommendation of Ministry of Information.
Yes. Foreigners can invest for publishing of periodicals in English along with the recommendation of Ministry of Information.
Joint Venture
Yes. Foreigners can invest for local tour services only in the form of a joint venture.
Investment for railway transportation services can do as a foreign owned company with the approval of Ministry of Transport and Communication.
INVESTMENT PROMOTION
- Income tax exemption is granted for a period of 5 consecutive years starting from the year of commencement. It applies to commercial ventures engaged in the production of goods or services;
- Income tax exemption or relief on business profits that are re-invested in a reserve fund and then re-invested within a year after the reserve is set up;
- The right to deduct depreciation on profits for machinery, equipment, buildings and other capital assets that are subject to income tax assessment;
- A relief from income tax of up to 50% on profits accrued from exported goods produced by a manufacturing business;
- The right to deduct expenses for research and development activities carried out in Myanmar. The activities must be both relevant and necessary to the business’ objectives.
- The right to carry forward and set-off losses for up to three consecutive years, starting from the period when the loss was incurred;
- Exemption or relief from customs duty or other internal taxes (or both) on imported machinery and equipment, machinery parts and other materials used during the period the business was constructed;
- Exemption or relief from customs duty or other internal taxes (or both) on raw materials imported for production for the first three years after the construction of the business was completed;
- Exemption or relief from commercial tax on goods produced for export;
- Right to pay income tax on the income of foreigners at the rates applicable to the citizens residing within the Union
MONITORING
If investors want to increase the foreign experts, after completing the process of re-filling the investment information to the Myanmar Investment Commission through the online system via ims.dica.gov.mm in the Investment Monitoring System Phase (2), select the increase of foreign experts’ form (BO17) and attach with the following documents;
(a) Application form for increasing the number of proposal employees (Online Form)
(b) Board of Directors’ resolution (Original)
(c) Power of Attorney (if investors cannot come to office)
(d) Comparison Table of Proposal, Increase and appointed List (Local/ Foreign)
(e) Copy of updated quarterly performance report (Form-10)
(f) Business increase or not
(g) Whether the previous employee increase or not
(h) Whether the capital increase or not
If the investor is to appointment of expatriate according to Section 51 Subsection (a) and Rule 206 of the Myanmar Investment Law, after completing the process of re-filling the investment information to the Myanmar Investment Commission through the online system via ims.dica.gov.mm in the Investment Monitoring System Phase (2), select the appointment of expatriate form (BO16) and attach with the following documents;
(a) Application form for foreign experts (Online Form)
(b) Form (12-A) (application form for the work permit)
(c) Invoice for the service fee MMK 5000 for the appointment of each foreigner
(d) Copy of Passport
(e) Professional qualification diploma or degree certificate
(f) Curriculum Vitae (CV) showing complete information such as educational qualifications, skills, current address (Myanmar), permanent address (abroad), contact phone number, etc., of the foreign expert
(g) Number of proposed employees (local, foreign)
(h) Number of existing employees (local, foreign) (To describe the positions and total number of local employees with management level, expert level, normal level, etc., to describe the appointed foreign experts including with name, passport number, nationality and approval letters of MIC)
(i) Labor Contract or Employment Contract
(j) Evidence of tax clearance for the company’s nearest fiscal year, financial report, evidence of advance income tax payment
(k) For a foreign expert applying for the work permit, the company director must submit the recommendation for the foreign expert, including the points such as not being a blacklist person, not involving in political activities, being free of criminal charges and respecting the existing laws of Myanmar, and the companies should also obtain the commitment of the foreign expert
(l) Power of Attorney, including name, national registration certificate (NRC) number and phone number (if investors cannot come to office)
(m) The request for the appointment of foreign experts must be submitted within 30 days after the date of arrival of such foreign experts
(n) Copy of latest quarterly performance report of the company (Form-10)
MIC may allow six months.
If investors want to import machinery, Instruments, machinery components, spare parts of materials used in the business with tax exemption, they need to address to the chairman of the Myanmar Investment Commission attached with the following documents;
- Cover Letter
- Form (6) (To pay the service fee according to the capital)
- Machinery List to be Imported
- Power of Attorney (if investors cannot come to office)
- Copy of updated Quarterly performance Report (for those who has not provided yet)
If investors want to import machinery, Instruments, machinery components, spare parts of materials used in the business, they need to address to the chairman of the Myanmar Investment Commission attached with the following documents;
- Cover letter
- Proforma Invoice
- Commission letter
- Recommendation form related Ministry (if necessary)
- Balance Sheet
- Power of Attorney (if investors cannot come to office)
- Copy of updated Quarterly performance Report (for those who has not provided yet)
Yes. Foreigners can invest for publishing of periodicals in English along with the recommendation of Ministry of Information.
If investors want to increase the investment amount of the business, they need to address to the chairman of the Myanmar Investment Commission attached with the following documents: Required documents for attachment
- Cover letter (including reasons for increasing the investment, original investment amount, increase investment amount and total investment amount)
- Board of Directors’ resolution (Original)
- If investors want to import machineries and equipment when increasing the investment, they need to attach a list of machineries and equipment (If investors want to decrease total investment, balance of machineries list need to be attached )
- Investment plan to be attached (Revised)
- Amount of Capital that has already invested (with table)
- Copy of loan agreement draft with repayment schedule (If investors want to increase the investment with loan)
- Power of Attorney (if investors cannot come to office)
- Copy of updated quarterly performance report – form 10 (for those who has not provided yet)
If investors want to expand the location of the business, they need to address to the chairman of the Myanmar Investment Commission attached with the following documents: Required documents for attachment
- Cover letter (describe the specific reasons)
- Board of Directors’ resolution (Original)
- Map (concerned original and applied area)
- Land lease Agreement for permitted area (if it is already signed and duration is applicable, termination agreement will be needed)
- Land lease Agreement for applied area (Draft is acceptable)
- Land grant for applied area
- Power of Attorney (if investor cannot come to office)
- Copy of updated quarterly performance report – form 10 (for those who has not provided yet)
If investors want to reinvest of profits, they need to address to the chairman of the Myanmar Investment Commission attached with the following documents: Required documents for attachment
- Cover letter (Mention budget year to reinvest profit)
- Board of Directors’ resolution (Original)
- Form 6 (if investors want to apply income tax exemption according to MIL section 78)
- Audit report
- Recommendation letter for the clearance of taxes
- Power of Attorney (if investors cannot come to office)
- Copy of updated quarterly performance report – form 10 (for those who has not provided yet)
- Cover letter (describe the specific reasons)
- Board of Directors’ resolution (Original)
- Audit Report
- Bank Statement
- Form 13 (form for transfer of foreign currency)
- Recommendation letter for the clearance of taxes
- Power of Attorney (if investors cannot come to office)
- Copy of updated quarterly performance report – form 10 (for those who has not provided yet)
- Cover Letter (with no. of share transfer, ratio)(If share transferring will be above 50 %, approval of MIC will be required )
- Board of directors’ resolution
- Form -8 (Form of Share Transfer)
- Recommendation letter of yearly tax clearance
- Copy of latest Quarterly Performance Report (Form-10)
- Authorization Letter mentioning name, NRC. No, Signature, Contact Phone No.) (If investors cannot come to office)
- Copy of MIC permit and Decision, Company Registration Card, Form – 6, Form-26
- Service Charges to amend permit: MMK 50,000 under total investment amount of US$ 1 million, MMK 100,000.00 above total investment amount of US$ 1 million, MMK 200,000.00 above total investment amount of US$ 20 million, MMK 300,000.00 above total investment amount of US$ 100 million.
If investors want to submit commencement date of business operation , they need to address to the chairman of the Myanmar Investment Commission attached with the following documents:
- Cover letter (Completely written application )
- Form 14 (Submission of commercial operation Date)
- Form -6 (If the permit / Endorsement is obtained under the Myanmar Investment Law ) and payment received
- Copy of Credit Advice or bank statement
- BOD Resolution
- Export Declaration (ED) or similar documents used in international trade for the export of manufacturing business, Local Sale receipt, Evidence of income received ( License , Permit and approval of Relevant ministries ( eg Hotel Licenses, logging Licenses, Private Industrial Licenses)
- Permitted machinery List , Imported machinery List, Remaining List to be imported.
- Power of Attorney ( Name, NRC, Signature, phone no) (if investors cannot come to office)
Yes. Foreigners can invest for publishing of periodicals in English along with the recommendation of Ministry of Information.
If investors want to an extension of the construction period, they need to address to the chairman of the Myanmar Investment Commission attached with the following documents: Required documents for attachment
- Cover letter (describe the specific reasons)
- Progress in Construction or Renovation with percentage and Photos
- Imported Machinery List and Balance ( mention with MIC approval Letter No.)
- Power of Attorney ( Name, NRC, Signature, phone no) (if investors cannot come to office)
If investors want to a renewal of the construction period, they need to address to the chairman of the Myanmar Investment Commission attached with the following documents: Required documents for attachment
- Cover Letter
- Construction permit obtained by the relevant government department or government organization for investment construction or preparation
- Power of Attorney ( Name, NRC, Signature, phone no) (if investors cannot come to office)