January 24, 2025
INCORPORATION OF A LIMITED LIABILITY COMPANY (LLC) IN MYANMAR
Myanmar, a country rich in natural resources and strategically located in Southeast Asia, offers various opportunities for businesses and investors. Establishing a Limited Liability Company (“LLC”) in Myanmar is one of the most common ways to enter the market, providing flexibility, limited liability, and access to a growing economy. The LLC structure is particularly attractive for foreign investors looking to enter Myanmar’s expanding commercial sector.
WHY CHOOSE A MYANMAR LLC
A Limited Liability Company in Myanmar offers the following benefits:
- Limited Liability: Shareholders’ liability is limited to their contributions to the company’s capital, protecting personal assets.
- Flexible Ownership Structure: Myanmar allows foreign ownership for LLCs, subject to certain restrictions in specific sectors.
- Separate Legal Entity: The company operates as a separate legal entity, which limits the personal liability of its shareholders.
- Access to Emerging Markets: Myanmar’s economy is developing, with increasing opportunities for both foreign and local businesses.
- Corporate Tax Benefits: Myanmar offers tax exemptions in certain regions or sectors, which may be attractive to foreign investors.
PROCESS OF REGISTRATION
Incorporating an LLC in Myanmar is regulated under the Myanmar Companies Law, 2017. The process of setting up a Limited Liability Company includes the following steps:
- Choose a Unique Company Name:
- Select a name for the LLC that complies with the guidelines set by the Directorate of Investment and Company Administration (“DICA”).
- The proposed company name must be unique and not resemble an existing company.
- Prepare Required Documents:
- Memorandum of Association(“MoA”) and Articles of Association(“AoA”): These documents outline the company’s purpose, share capital, and operating structure.
- Identification documents of the shareholders, directors, and company secretary.
- Proof of the registered office address in Myanmar (e.g., rental agreement, property deed).
- Details of the authorized capital and shareholders.
- Open a Bank Account:
- Open a corporate bank account in Myanmar and deposit the minimum capital. The required minimum capital can vary depending on the nature of the business.
- Submit Application to DICA:
- Submit the application, along with the MoA, AoA, and other documents, to the Directorate of Investment and Company Administration (DICA).
- Pay the applicable registration fee.
- Obtain Company Registration Certificate:
- After reviewing and approving the application, DICA issues the Company Registration Certificate.
- The process typically takes around 2 to 4 weeks, depending on the complexity of the company structure.
- Tax Registration:
- Register with the Internal Revenue Department (“IRD”) for a Taxpayer Identification Number (“TIN”).
- Companies engaged in Vatable activities must also register for VAT.
- Other Licenses and Permits:
- Depending on the nature of the business, specific licenses or permits from regulatory authorities may be required.
BASIC INCORPORATION REQUIREMENTS
To incorporate an LLC in Myanmar, the following requirements must be met:
- Minimum Shareholders: At least one shareholder is required, and shareholders can be either individuals or legal entities.
- Minimum Directors: The company must appoint at least one director.
- Company Secretary: Appointment of a company secretary is mandatory.
- Registered Office: The company must have a registered office within Myanmar.
- Memorandum and Articles of Association: Must be drafted and submitted.
- Minimum Capital: While the minimum capital is not strictly defined for most LLCs, a minimum of MMK 500,000 (Myanmar Kyats) is typically suggested.
ANNUAL FILING AND COMPLIANCE REQUIREMENTS
LLCs in Myanmar must adhere to the following annual compliance requirements:
- Annual General Meeting (“AGM”):
The company must hold an AGM where shareholders discuss the company’s financial performance and make decisions on company matters. - Annual Returns:
Companies must submit annual returns, providing updated information on shareholders, directors, and other company details to DICA. - Financial Statements:
The company must prepare and submit audited financial statements in accordance with Myanmar accounting standards. - Tax Filing:
Annual tax returns must be filed with the Internal Revenue Department (“IRD”), including information on income, expenses, and tax liabilities. - Social Security Contributions:
If the company employs workers, social security contributions must be made on behalf of employees.
CONCLUSION
Incorporating an LLC in Myanmar allows businesses to take advantage of a growing economy and expand into Southeast Asia. Although the process can be simple, it is important for businesses to comply with local regulations such as tax filing, annual reporting, and social security obligations. By following the required steps and getting professional advice, companies can successfully establish themselves in Myanmar and benefit from the opportunities in the market.
HOW WE CAN HELP?
- Our team of professionals may guide you through the process of setting up a business in Myanmar.
- We can also ensure compliance with all requirements, including registration, licensing, tax obligations, employment, and labour laws.
- Our team offers advice to help set up successful businesses in emerging sectors.
- Our team of experts can conduct extensive market research to assist businesses in understanding and comprehending their target audience, industry trends, and potential competitors.
For more information or queries, please email us at
[email protected]
Key Contact
Surendra Singh Chandrawat
Managing Partner
