COUNTRY

Myanmar (erstwhile Burma) is a Southeast Asian country surrounded by India, China and Bangladesh respectively on 3 sides. It is a member of the Association of Southeast Asian Nations (ASEAN) since 1997. Myanmar has significant natural resources and a young and mainly literate workforce. Of late, the country has been overhauling its legal framework and implementing business-favourable laws and regulations, which are required to attract foreign investment in Myanmar. In 2012, the old Foreign Investment Law (FIL) of 1988 was replaced with a new one. This has led to improvement in certain tax incentives and long-term land lease options.

Recently opened after decades of isolation, Myanmar is a new target for growth in Southeast Asia. With a large population and vast areas of the economy that largely underdeveloped, Myanmar is almost a blank canvas for rapid expansion of its economy and companies involved in the country.

To ensure the successful transition of the economy from state-controlled industries to freer markets, the government wants to attract investors to develop infrastructures and supply products and services to its population. After a historic opening of the country, the Myanmar government has cleverly maintained the country’s low taxes.

This new opening has generated a real estate boom, fueled by the increased arrival of tourists, expats and businessmen eager to doing business in Myanmar.

Companies in Myanmar are generally taxed at a standard flat Corporate Income Tax Rate of 25%. It is applied to all income from business or professional operations, properties and other sources, such as capital gains. A 10% tax on capital gains is also levied on both resident and non-resident companies.

Companies are considered resident in Myanmar if they are formed under the Myanmar Resident Act, the Myanmar Foreign Investment Law – MFIL – or other Myanmar law. Branches of foreign companies are usually considered to be non-resident.

Since April 2015, the taxation rates of both resident companies and non-resident companies have been harmonized at 25%. However, resident companies are taxed upon their worldwide income, whereas non-resident companies and companies registered under the MFIL are taxed solely upon income originating from Myanmar.

TAXATION

  • Headline tax rates: CIT 25%, PIT 0-25%, VAT 5%, WHT 0% (Dividents) – 15% (Royalty/Interest)
  • Treaty Jurisdictions:

There are a mumber of tax incentives available to FDI in Myanmar and these include tax holidays of up to five years, relief from income tax for up to five years, exemption from customs duties, exemption on commercial tax on goods available for export.

FDI locate in Special Economic Zones (Thilawa, Dawei and Kyaukphyu) can better eligible for investment incentives.

BUSINESS

  • Suitable for: Manufacturing, Banking, Insurance, Trading Goods, Trading Financial, Property Ownership
  • Company Types: Wholly Owned Foreign Company, Joint Venture or Parnership, Public Limited Company, Private Company Limited, Branch Office, Representative Office
  • Formation Cost: 300 – 700 USD
  • Formation Time: 03 – 07 days
  • Maintenance cost: 1000 – 2000 USD

INCORPORATION

Major types of entity

The Directorate of Investment and Company Administration (DICA) of the Ministry of Planning and Finance is in charge of handling company registrations for local and foreign entities.

The regulations governing the registration of companies and foreign investment in Myanmar are The Company Act. 2017 and The Investment Law, 2017. Foreign companies are only permitted to invest in certain sectors.

There are four investment options for FDI to set up a presence in Myanmar:

  • Limited Liability Company – wholly foreign-owned companies are allowed except those on the restricted activities list. The minimum share capital for a FDI is US$50,000 for a service company and US$150,000 for a manufacturing company.
  • Joint Venture – There is a list on the type of foreign investment allowed in forming joint ventures with Myanmar partners that should own a minimum share of 20%.
  • Branch – A branch can be formed as a manufacturing or a services company.
  • Representative Office (RO) – ROs are not allowed to perform direct commercial or revenue generating activities in Myanmar.

Incorporation process

For Myanmar company registration, a business needs to be registered under the Myanmar Foreign Investment Law (MFIL). Following are the steps listing how to register a company under MFIL.

  • Apply for Myanmar Investment Commission’s (MIC) permit: One needs to apply for a license from the MIC. During this initial period, qualifying companies are exempt from paying customs duty and enjoy a 3-year tax holiday (which is the period of construction or the first three years of business).
  • Apply for a permit to trade: Unless it is a joint venture with the government, a company should apply for a ‘permit to trade’, issued by the Directorate of Investment and Company Registration (DICA).On receipt of approval of the Permit to Trade application, the conditions attached must be agreed, signed and returned to the DICA
  • Purvey the required capital: The minimum capital, as required for the respective type of company, must be submitted in 2 instalments: the first half before issuance of the permit, and the second half within twelve months of issuance. The initial capital should be remitted either to the Myanmar Investment & Commercial Bank or to the Myanmar Foreign Trade Bank. The DICA issues the ‘permit to trade’ after receiving credit advice from the bank.
  • Apply for company incorporation: Apply for company incorporation along with a Xerox of the ‘permit to trade’. The process for company registration in Myanmar can take 4-6 months.

Investment procedures

The Myanmar Investment Commission (MIC) is a government-appointed body which is responsible for verifying and approving investment proposals. Most projects don’t need MIC approval can follow below procedures:

  • Proposed company name pre-check
  • Submit investment proposal and application documents to DICA
  • Obtain temporary registration and Permit to trade
  • Paid up 50% of registered capital within one month.
  • Obtain permanent incorporation Certificate and permanent Permit to Trade from DICA.

DOCUMENTS

Documents Required for Company Incorporation

  • Each director’s particulars, including their address, occupation and nationality
  • Passport copies of the director(s)
  • List of the shareholders and their shareholdings
  • Each shareholder’s particulars, including their address, occupation and nationality
  • A list of people authorised to accept official notices

Documents Required for MIC’s Permit

  • Proposal to the Foreign Investment Commission in the prescribed format
  • Draft contract(s)
  • Draft Memorandum of Association (MOA) and Articles of Association (AOA)
  • Feasibility study and profitability projection statement for the project period or first ten years, with a cash flow statement
  • Land lease and property documents
  • Bank reference to verify financial standing
  • Annual financial reports of the last two years
  • Performance guarantee

Documents Required for Trade Permit

  • A summary of intended business or economic activities
  • Statement of the estimated expenditure during the 1st year of operation
  • Bank references providing evidence of the financial standing of the subscribers to the Memorandum and Articles of Association
  • Power of attorney in favour of the individual who signs the applications, in case he or she is not a subscriber to the proposed company’s Memorandum and Articles of Association or one of its proposed directors
  • A Board of Directors’ resolution to incorporate a company in Myanmar, in case any of the parties is a company
  • Signed accounts of the parent company for the last two years (authenticated and legalised), in case the proposed company is to be incorporated as a subsidiary of an overseas company