Hong Kong: Myanmar - The Foreign Investment Licence And Permit To Trade - Registration

Last Updated: 20 November 1995
Most Read Contributor in Hong Kong, September 2016
After obtaining a permit to trade registration, effectively company registration, can be made depending on the requirement of the type of organisation.

- a sole proprietorship is not required to register with the Companies Registration Office. The business can therefore be started after obtaining a permit from the Commission.

- a registration of a Partnership firm (Joint-Venture) is not obligatory under the Partnership Act.

- a Limited Company (one hundred percent foreign capital or joint-venture) must register under the Myanmar Companies Act with the Registrar of the Companies Registration Office who will issue a certificate of incorporation. In the case of a joint-venture with a State-owned Economic Enterprise, the registration will be under Special Company Act, 1950 and the Myanmar Companies Act.

The registration fee ranges from a minimum of K.600 to a maximum of K. 15,000 depending on the authorised capital.

The following documents need to be filed for registration of a company:-

(i) Permit to Trade (photocopy).

(ii) Memorandum of Association and Articles of Association, both of which must be in Myanmar and English languages and printed (in practice these are submitted in draft for the Registrar's approval before being printed). In the case of a Joint Venture with a State enterprise, these documents must be approved by the Attorney General and the Minister of Trade, who will notify the acceptance of these documents and classify the Joint Venture Company as a Special Company under the Special Company Act, 1950.

(iii) Translation Certificate by a lawyer etc.

(iv) Statement as to which of the documents, in Myanmar or English, is to be the legal document.

(v) Full address of the Registered Office of the Company in Myanmar.

(vi) Consent of the directors to act.

(vii) List of directors and managers, with names, nationality, descriptions and addresses.

(viii) Statement of nominal capital and the receipt for filing fees paid.

Very similar documents as set out in the text of my speech need to be filed for registration of a branch of a company incorporated outside Myanmar:-

(i) Permit to Trade (Photocopy).

(ii) Memorandum and Articles of Association of the Head Office Company certified by a Director, notarised and consularised at the Myanmar Embassy.

(iii) If there is no Memorandum or Articles of Association, a copy of the Charter, Statutes, or other instruments constituting or defining the constitution of the Company, certified by a director, notarised and consularised.

(iv) The above documents translated into Myanmar, and certified by a director.

(v) Translation Certificate.

(vi) Statement as to which document, in Myanmar or English, is to be the legal document.

(vii) Full address of the Principal Office in Myanmar.

(viii) Names, addresses, nationalities and description of one or more persons resident in Myanmar, authorised to accept service of notice on behalf of the Company.

A company incorporated outside Myanmar but having an established place of business in Myanmar must file with the Registrar in every year:

A copy of the Balance Sheet of the Head Office company incorporated outside Myanmar, together with a statement showing the holding of its shares classified according to the nationality of the holders of such shares. If that balance sheet does not contain all the information required by the Act, supplementary statements are required which furnish such information; or

Where no provision to file a balance sheet is made by the law of the country in which the company is incorporated, a statement in the form of a balance sheet, together with a statement showing the holding of its shares classified according to the nationality of the holders of such shares, must be filed in accordance with the provisions of the Act. Regulation 9 also requires that in addition to any other document required to be filed under the Act a copy each of the balance sheet and profit and loss of and appropriation account in Form B be set out in the Schedule thereto or as near thereto as possible.

For a foreign company incorporated in Myanmar filing of an annual list of members and summary (in the prescribed Form E) is obligatory. A private company is required to send with the annual return mentioned above, a certificate to the effect that the company has not issued any invitation to the public to subscribe for any shares or debentures of the company.

For a public company, the following additional documents need to be submitted.

- List of persons who act as directors.

- List of persons who have consented to act as directors.

- Agreements to take qualification shares.

Other Requirements

(i) Statement in Prospectus, etc.

If any prospectus for shares or debentures is to be issued, a copy thereof, certified by the Chairman and two other Directors of the company must be delivered for registration to the Registrar.

Every foreign company which uses the work "Limited" as part of its name shall:

- in every prospectus for shares or debentures, state the country of incorporation;
- conspicuously exhibit on every place where it carries on business in Myanmar, the name of the company and the country of incorporation in Myanmar and English characters;

- have the name of the company and the country of incorporation mentioned in Myanmar and English on all billheads, letter paper, notices, advertisements and other official publications of the company.

If the liability of the members of the company is limited, this fact must be stated in every prospectus, billhead, letter paper, notice and advertisement and other official publication of the company, and affixed on every place where it carries on business.

Proper books of account and records must be maintained on acceptable commercial principles in accordance with section 130 of the Myanmar Companies Act.

(ii) Certification and authentication of documents

A copy document filed with the Registrar needs to be duly certified as a true copy by:

An official of the government to whose custody the original is committed, the signature or seal of such official being authenticated in accordance with the law of the country of incorporation and duly legalised by the Embassy or Consulate concerned; or

A Notary Public of such country, his certificate being duly legalised by the Embassy or Consulate concerned.

(iii) Translation of documents

A translation of a document filed with the Registrar needs to be certified to be a correct translation:

Where such translation is made outside Myanmar in accordance with the law of the country of incorporation; and

Where such translation is made in Myanmar by an Advocate, Attorney or Pleader, or by an affidavit of some person having in the opinion of the Registrar a competent knowledge of the language of the original and of English or Myanmar.

Penalty for Default

If a company makes default in complying with the requirements of section 27A of the Myanmar Companies Act, i.e. to obtain a Permit to Trade, the company and every officer or agent of the company shall, on conviction, be liable to a fine not exceeding five hundred Kyats, or in the case of a continuing offence, fifty Kyats for everyday during which the default continues. Such default would include carrying on business before a Permit to Trade is granted or without a Permit to Trade.

If a foreign company fails to surrender the Permit to the authorities concerned and/or fails to notify such surrender to the Registrar within one month after the commencement of winding up, a company and every officer or agent of the company shall, on conviction, be liable to a fine not exceeding fifty Kyats for every day of default.

If default is made in filing with the Registrar the Memorandum and Articles of Association or similar instrument of the constitution of the company, and the annual Balance Sheet together with the prescribed statement of shareholders, the company and every officer or agent of the company shall be liable to a fine not exceeding fifty Kyats for every day of default.

Classes of Foreign Company

A foreign company incorporated in Myanmar, other than a "Myanmar" company; or a Special Company formed under the Special Company Act 1950 (where part of the equity belongs to the State).

A foreign company incorporated outside Myanmar and having an established place of business in Myanmar (a foreign branch).

Note: A "Myanmar Company" is defined as a company having a share capital fully owned and controlled by citizens of Myanmar. It therefore follows that a company with one or more foreign shareholders would be classified as a "Foreign Company".

Categories of foreign companies. This has been explained above, and further amplified as follows:

A foreign company incorporated in Myanmar. This would include:

- a foreign company in existence in Myanmar but prohibited from carrying on business since no Permit to Trade was issued after 1964;

- a foreign company which is wound up but carrying on business for the beneficial winding up thereof;

- a foreign company to be newly incorporated in Myanmar with a share capital.

A branch of a foreign company incorporated outside Myanmar. This would include:

- a foreign branch already in existence but prohibited from carrying on business since no Permit to Trade was issued after 1964;

- a foreign branch which is wound up but carrying on business for the beneficial winding up thereof, and whose control and management is vested in an Attorney and Liquidator;

- a foreign branch to be newly set up in Myanmar.

NOTE: The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

If you would like further advice please contact: David Ellis, Johnson Stokes & Master, 16th Floor, Princes Building, 10 Chater Road, Hong Kong; Tel 2843 4226; Fax no. : 2845 9121. Alternatively do a text search "Johnson Stokes and Master" and "Business Monitor".

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Mondaq Advice Centre (MACs)
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement

Mondaq.com (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of www.mondaq.com

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about Mondaq.com’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to unsubscribe@mondaq.com with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to webmaster@mondaq.com.

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to EditorialAdvisor@mondaq.com.

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at enquiries@mondaq.com.

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at problems@mondaq.com and we will use commercially reasonable efforts to determine and correct the problem promptly.