Guide For Foreigner(s)

Doing business in Myanmar

CONTENTS
(1) INVESTMENT LAW...............................................................................2
(2) EQUITY....................................................................................................3
(3) MINIMUM INVESTMENT LEVEL........................................................3
(II) APPLICATION.......................................................................................4
(1)AGENCY/IES INVOLVED IN ADMINISTERING INVESTMENT APPLICATION
AND GRANTING OF INCENTIVES............................................................4
(2) CONDITIONS INCLUDING TIMETABLE FOR PROCESSING OF
APPLICATION...............................................................................................4
(III) RESTRICTIONS.....................................................................................5
(IV) FOREIGN EQUITY POLICIES.............................................................5
(1) EQUITY REGULATIONS........................................................................5
(V) INCENTIVES..........................................................................................5
(1) CORPORATE INCOME TAXES/INCOME TAX ALLOWANCE........5
(2) EXEMPTION FROM OR REDUCTION OF TAXES ON IMPORTED CAPITAL
GOODS............................................................................................................6
(3) EXEMPTION FROM OR REDUCTION OF TAXES ON IMPORTED RAW
MATERIALS...................................................................................................6
(VI) TAXATION............................................................................................7
(1) CORPORATE TAX..................................................................................7
(3) WITHHOLDING TAX.............................................................................7
(4) PERSONAL INCOME TAX....................................................................7
(VII) FINANCIAL REGULATIONS.............................................................8
(1) BORROWING..........................................................................................8
(2) FOREIGN LOAN.....................................................................................8
(3) FOREIGN EXCHANGE...........................................................................8
(4) REPATRIATION OF CAPITAL/PROFITS.............................................8
(VIII) EMPLOYMENT FOR APPROVAL OF FOREIGN WORKERS......9
(IX) LAND AND BUILDING OWNERSHIP...............................................9
(1) REGULATION ON ACQUISITION OF LAND AND BUILDING.......9

(2) RESTRICTIONS.......................................................................................9
Appendix ( A )...............................................................................................10
(X) Types of economic activities allowed for foreign investment...............10
Appendix ( B )...............................................................................................15
SAMPLE APPLICATION FORM FOR FOREIGN INVESTMENT..........15
Appendix ( C )...............................................................................................24
Legislative requirements for Companies.......................................................24
Appendix ( E ) ...............................................................................................31
THE SCHEDULE : FORM - A..................................................................31

(I) RELEVANT LEGISLATION

(1) INVESTMENT LAW

The Union of Myanmar Foreign Investment Law (November 1988)
According to the Foreign Investment Law, foreign investment in Myanmar can take one
of the following three forms:
1) Partnerships, limited companies, or wholly foreign-owned subsidiaries.
2) Production sharing contracts with one of the State-owned Economic Enterprises
(SEEs) for exploration, extraction and sale of petroleum and natural gas and mining
operations.
3) Joint ventures, either as partnerships or limited companies with any individual, firm,
cooperative, or state-owned enterprise of Myanmar.
Procedures relating to the Union of Myanmar Foreign Investment Law (December
1988)
A foreign investor who intends to invest in Myanmar is required to apply a permit
from the MIC (Myanmar Investment Commission) if he wishes to be considered
for incentives and exemptions under the Foreign Investment Law. The application
procedure is as follows:
A potential Foreign investor, or promoter, must submit the investment proposal to
the MIC in a prescribed form, which can be obtained at the following address:
Directorate of Investment and Company Administration
No.653/691, Merchant Street, Pabedan T/S, Yangon.
The Union of Myanmar
The investment proposal has to be supported by the following documents:
business profiles and documents supporting financial credibility such as the latest
audited accounts of the person or the firm intending to make the investment,

-2-

 bank reference and recommendation regarding the potential foreign investors

business standing; and
detailed calculation relating to the economic justification of the proposed project
indicating :
- the estimated annual net profit, annual income and expenditure statement;
- annual production/services, annual cash flow statement;
- the estimated annual foreign exchange earnings and requirements;
- recoupment period;
- prospects of creating employment;
- prospects of increasing national income;
- local and foreign market conditions;
- requirement for local consumption;
- prospects of foreign exchange savings.
Notes:
i. If the proposed project is a 100% direct foreign investment, a draft contract executed
with a State organization that is responsible for the smooth operation of enterprise in the
respective field must also be attached;
ii. If the proposed project is a joint-venture, a draft contract between the foreign investor
and the local counterpart must also be attached;
iii. If the proposed project involves leasing of land, a draft lease agreement must also be
attached; and
iv. If the proposed joint-venture in Myanmar is in the form of a limited liability company,
a draft Memorandum and Articles of Association must also be attached.

(2) EQUITY
If a joint venture is formed, at least 35% of total equity could be owned by foreign
investor.

(3) MINIMUM INVESTMENT LEVEL

US$ 500,000 for manufacturing;
US$ 300,000 for services.

-3-

(II) APPLICATION
(1)AGENCY/IES INVOLVED IN ADMINISTERING INVESTMENT
APPLICATION AND GRANTING OF INCENTIVES
The Myanmar Investment Commission (MIC)
Directorate of Investment and Company Administration
No.653/691, Merchant Street, Pabedan T/S, Yangon.
The Union of Myanmar

(2) CONDITIONS INCLUDING TIMETABLE FOR PROCESSING

OF APPLICATION
The following are the application procedures:
A promoter for foreign investment shall submit a proposal in the prescribed form to
MIC. The MIC will issue a Permit if the proposal is approved.
If the approved economic activity is to be formed as a limited company, it must apply
for Permit from the Ministry of National Planning and Economic Development through
the Company Registration Office.
After being granted a Permit, the company must be registered with the Company
Registration Office under the Ministry of National Planning and Economic Development.
A company involved in foreign trade has to apply for registration as an
exporter/importer with the Ministry of Commerce.
The duration for processing an application will take 4-6 weeks if the documents are in
order and complete Proposal Form attached. (Refer to Section 1 Procedures relating to
the Union of Myanmar Foreign Investment Law).

-4-

(III) RESTRICTIONS
The Economic Enterprises that are to be carried out solely by the Government (as stated
in Section 3 of the State-Owned Economic Enterprises Law) are as follows:
(a) extraction of teak and sale of the same in the country and abroad;
(b) cultivation and conservation of forest plantation with the exception of village-owned
fire-wood plantation cultivated by the villagers for their personal use;
(c) exploration, extraction and sale of petroleum and natural gas and production of
products of the same;
(d) exploration and extraction of pearls, jade and precious stones and export of the same;
(e) breeding and production of fish and prawns in fisheries which have been reserved for
research by the Government;
(f) Postal and Telecommunications Service;
(g) Air Transport Service and Railway Transport Service;
(h) Banking Service and Insurance Service;
(i) Broadcasting Service and Television Service;
(j) Exploration and extraction of metals and export of the same;
(k) Electricity Generating Services other than those permitted by law to private and cooperative electricity generating services;
(l) Manufacture of products relating to security and defence which the Government has,
from time to time, prescribed by notification.

(IV) FOREIGN EQUITY POLICIES

(1) EQUITY REGULATIONS
100% foreign equity ownership is allowed according to the Foreign Investment Law.
Foreign investor may enter into a joint venture, either as a partnership or a limited
company with any individual, firm, co-operative, or State-owned enterprise of Myanmar
In the case of a joint venture, the foreign capital must be at least 35% of the total equity
capital.

(V) INCENTIVES
(1) CORPORATE INCOME TAXES/INCOME TAX ALLOWANCE
granted a minimum of 3 year corporate income tax exemption.
extendible on a case-by-case basis.

-5-

(2) EXEMPTION FROM OR REDUCTION OF TAXES ON

IMPORTED CAPITAL GOODS
During the construction, exploration and development period of the investment project;
grants exemption from customs duty and
other internal taxes on imported capital equipment and materials.
During the construction period as mentioned in the proposal form or extended
construction period approved by MIC, the investor can enjoy this exemption.

(3) EXEMPTION FROM OR REDUCTION OF TAXES ON

IMPORTED RAW MATERIALS
During the first 3 years of commercial production and operational period,
exemption from customs duty and
other internal taxes on imported raw materials is granted.
The investor has to inform MIC the commenced date of commercial operation for
approval. After getting MIC approval, the investor can enjoy the exemption on imported
raw materials.
It is necessary to mention the performance of the project in applying the above
incentives.

(4) OTHER INCENTIVES (I.E. GRANTS, DOMESTIC LOANS,

SUBSIDIES, ETC.)
Exemption or relief from income tax on profits which are maintained in a
reserved fund and re-invested within one year.
Right to accelerate depreciation.
Relief from income tax up to 50% on the profits accrued from exports.
Right to pay income tax on behalf of the foreigners employed and to deduct the
same from the assessable income of the enterprise.
Right to pay income tax of the foreign employees at the rates applicable to the
citizens of Myanmar.
Right to deduct the expenditures for research and development carried out within
the State.

-6-

 Right to carry forward and set off losses up to 3 consecutive years, from the year
the loss is made.

(VI) TAXATION
(1) CORPORATE TAX
Treated as resident
- taxed at the rate of 30% on income accruing or arising in Myanmar and outside of
Myanmar.

(2) COMMERCIAL TAX (Value added Tax)

- ranging from 0%-200%.
- Payable on goods imported or produced in Myanmar, trading sales, and services.

(3) WITHHOLDING TAX

Withholding tax rates (could range from 3.5 % to 15 %)
Depending on the types of payments (interest, royalties, and payment for the work done
under different kinds of organisations)
Different rates of withholding tax:
Interests:
- For resident citizens and resident foreigners= 15%
- For non-resident foreigners= 20%
Royalties for the use of license, trade marks, patent rights, etc.:
- For resident citizens and resident foreigners= 15%
- For non-resident foreigners= 20%
Payment on contracts undertaken by State organisations, development committees and
cooperative societies:
- For resident citizens and resident foreigners= 3%
- For non-resident foreigners= 3.5%
Payment for work done to foreign contractor:
- For resident citizens and resident foreigners= 2.5%
- For non-resident foreigners= 3%

(4) PERSONAL INCOME TAX

1. A resident foreigner
2. A non-resident foreigner
4.1. A resident foreigner (A foreigner staying in Myanmar for 183 days or more is
considered a resident foreigner.)
- taxed on salaries based on progressive scale,
- starting at 3% and rising to a maximum rate of 30%.

-7-

4.2. A non-resident foreigner

- at the flat rate of 35%, or
- at progressive rates ranging from 3% to 50%, whichever is greater.

(VII) FINANCIAL REGULATIONS

(1) BORROWING
Domestic borrowing in foreign currency is not available.
Domestic borrowing in local currency can be provided by the commercial banks
operating in the country.

(2) FOREIGN LOAN

There is a 15% withholding tax for interest paid to non-resident lender.

(3) FOREIGN EXCHANGE

Foreign borrowings and foreign equity investments would require prior approval from
MIC.
All foreign investments should be registered with MIC to enable applications for capital
repatriation and profit remittance.

(4) REPATRIATION OF CAPITAL/PROFITS

Remittance of profit and capital repatriation are subject to prior approval of MIC and are
also subject to Foreign Exchange Regulations.

-8-

(VIII) EMPLOYMENT FOR APPROVAL OF FOREIGN WORKERS

(1) CONDITIONS OF APPROVAL OF FOREIGN EMPLOYEES
(MANAGERIAL, SUPERVISOR, EXPERTISE)
In appointing personnel in an organisation formed under the Permit issued by MIC,
preference shall be given to citizens. However, MIC can consider the request for
appointment of experts and technicians from abroad on a case-by-case basis.

(IX) LAND AND BUILDING OWNERSHIP

(1) REGULATION ON ACQUISITION OF LAND AND BUILDING
Foreigners cannot own land.
Can lease it for periods up to 30 years, or more if approved by MIC.
The lease can be extended if the project is mutually beneficial between the Investor and
the State.

(2) RESTRICTIONS
cannot lease any immovable property from the private sector more than one year at a
time.

-9-

Appendix ( A )
(X) Types of economic activities allowed for foreign investment.
The following list of economic activities in which foreign investment may be made: List of Economic Activities
Sr.No

Type of Economic Activities

Agriculture
1

Cultivating, producing, processing and marketing of seasonal agricultural

crops (including tapioca and tobacco).

Establishing of plantations, (including medicinal plants, coffee, tea, palm oil,

horticulture, etc.)and producing, processing and marketing of their produce.

Livestock and Fishery

1

Livestock breeding, processing, canning and marketing of livestock and its

products (including pig breeding and pork processing, etc.)

Production and marketing of animal feeds, additives, supplements and

veterinary medicines.

Breeding, fishing, processing and marketing of fresh water and marine fish,
prawns and other aquatic organisms (including fish fry), fingerlings, post
larvae of shrimp, but not including breeding and production of fish and
prawns in fisheries which have been reserved for research by the Government.

Production, processing, marketing of all kinds of fish feeds.

Forestry
1

Production and marketing of basic construction material, furniture, parquet,

etc., using teak extracted and sold by the State-owned economic
organizations. (To be carried out jointly with the State-owned economic
organizations.)

Production and marketing of carvings and handicrafts made of teak that has
been extracted and sold by State-owned economic organizations engaged in
the extraction and marketing of the same.

Products, processing and marketing of hardwoods (other than teak), bamboo,

cane/rattan and other forest produce.

Production and marketing of construction material, furniture and other

productions using hardwoods (other than teak), bamboo, cane/rattan and other
forest produce.
-10-

Mining
1

Exploration, exploitation, production and marketing of non-metallic industrial

minerals, such as coal, limestone, gypsum.

Marble quarrying and production and marketing of marble blocks and slabs.

Carrying out other quarrying industries and marketing of products thereof.

Industry
(1) Foodstuff
1

Manufacturing and marketing of bakery products including biscuits, wafers,

noodles, macaroni, spaghetti, etc.

Manufacturing and marketing of all kinds of confectionery including those of

sweets, cocoa and chocolate.

Preserving, manufacturing, canning and marketing of other food products.

Processing, manufacturing and marketing of oil and fats from vegetables,

animals and other substances.
(2) Textile

Combing, spinning, weaving, finishing and marketing of textile materials of

cotton, jute, silk wool, synthetic fibers, mixed fiber and other fibers of all
kinds.

Manufacturing and marketing of made up apparel of all kinds including

knitwear.

Manufacturing and marketing of made up apparel materials of all kinds

including towels, linens of all kinds, rug and carpets.

Manufacturing and marketing of cordage, rope and twine of all kinds.

(3) Personal Goods

Manufacturing and marketing of soap of all kinds, dentifrices, cosmetics,

perfume and toilet preparations.

Manufacturing and marketing of all kinds of personal goods not elsewhere

specified, including umbrella, safety matches, etc.

Manufacturing and Marketing of jewellery.

(4) Household

Manufacturing and marketing of household goods such as textile, glass,

plastic, melamine, metal products, ceramic and earthenware.

Manufacturing and marketing of non-electrical household goods such as

enamelware, cutlery, crockery of all kinds.

Manufacturing and marketing of electrical household goods and appliances,

such as refrigerators, air conditioners, hot plates, irons, cookers, fans and other
-11-

home use appliances.

4

Manufacturing and marketing of radios, transistors, television receivers,

videos, etc.
Manufacturing and marketing of electrical fittings and fixtures, electric lamps,
bulbs and tubes, etc.

(5) Leather Products and the Likes

1

Processing of hides, skins and leathers of all kinds, excluding synthetic

leather, and manufacturing and marketing thereof, including footwear,
handbags etc.

Processing of synthetic and artificial leather and manufacturing and marketing

thereof, including footwear, handbags etc.

Processing and marketing of furs and skins not elsewhere specified.

(6) Transport Equipment

Manufacturing and marketing of bicycles, tricycles and other cycles of all

kinds, component parts and accessories.

Manufacturing and marketing of scooters, motor cycles, mopeds, etc.

component parts and accessories.

Manufacturing and marketing of motor cars, buses, trucks, vans, wagons,

component parts and accessories.

Manufacturing and marketing of tractors of all kinds, ambulances, fire

engines, dump trucks, bowsers and other occupational motor vehicles,
component parts and accessories.

Manufacturing and marketing of tires, tubes and flaps for all kinds of vehicles
and other purposes.
(7) Building Materials

Manufacturing and marketing of bricks, tiles, floor tiles and wall tiles,
refractory bricks, etc.

Manufacturing and marketing of asbestos building materials of all kinds.

Manufacturing and marketing of cement of all kinds, cement products, limes,

plaster and related manufactures.

Manufacturing and marketing of prestressed concrete pipe, plant and other

concrete products.

Manufacturing and marketing of all kinds of glass and glass products.

(8) Pulp and Paper

-12-

Manufacturing and marketing of pulp of all kinds, paper and paper board of
all kinds including newsprint.

Manufacturing and marketing of paper, paper board including carbon paper,

waxed paper, toilet paper, etc.
(9) Chemicals, Chemical Products and Pharmaceuticals

Manufacturing and marketing of all kinds of basic chemical, organic and

inorganic including caustic soda, chlorine, stearic acid, etc.

Manufacturing and marketing of all kinds of light chemicals, not elsewhere

specified.

Manufacturing and marketing of all kinds of plastic wares.

Manufacturing and marketing of chemical products, such as paint, varnishes,

dyes, thinner and lacquers, etc.

Manufacturing and marketing of industrial chemical gases including

compressed, liquefied and solid forms.

Manufacturing and marketing of ice in all forms.

Manufacturing and marketing of medicine, pharmaceuticals and drugs, etc.

Manufacturing and marketing of insecticides, pesticides, etc.

Manufacturing and marketing of rubber products.

10

Recycling of chemicals, plastic wastes and others and marketing.

(10) Iron and Steel

Manufacturing and marketing of iron and steel products, using iron and steel
purchased from State-owned economic organizations or from abroad.

Manufacturing and marketing of basic iron and steel products using iron and
steel purchased from State-owned economic organizations or from abroad.

Manufacturing and marketing of basic nonferrous metal products of all kinds

using metals purchased from State-owned economic organizations or from
abroad.

Manufacturing and marketing of pre-fabricated and structural products of all

kinds including construction and building parts.
(11) Machinery and Plant

Manufacturing and marketing of all kinds of agricultural machinery and

agricultural equipment.

Manufacturing and marketing of all kinds of machinery and equipment used

for extraction of timber.

Manufacturing and marketing of all kinds of mining machinery and

equipment.

-13-

Manufacturing and marketing of all kinds of machinery and equipment for

other industrial purposes including wood-based industries.

Manufacturing and marketing of scientific, medical, surgical, optical and all

other professional machinery, equipment and accessories.

Manufacturing and marketing of machinery, equipment and accessories

required for the production and distribution of electricity including cable,
switches, transformer, generator, battery, etc.

Manufacturing of machinery, equipment and accessories required for all kinds

of telecommunication including wireless sets, telephone, etc. and marketing
under the permission of the Government.

Manufacturing and marketing of pumps all kinds.

Manufacturing and marketing of all kinds of machinery and equipment not

elsewhere specified, including piston, piston rings, injection pump and
nozzles, casting parts, forging parts pressure vessel, etc.

10

Manufacturing of small plants.

11

Manufacturing and marketing of all kinds of machine tools.

12

Manufacturing and marketing of all kinds of cables, ropes, twine, chain and
similar products.

13

Manufacturing and marketing of cinematographic and photographic films,

cassette and video tapes and related electronic and electrical products.

14

Manufacturing and marketing of clocks and watches of all kinds.

15

Manufacturing and marketing of fountain pens, ball pens, pencils and similar
writing gears.

16

Manufacturing and marketing of all kinds of toys, mechanical and nonmechanical.

17

Manufacturing and marketing of machinery and equipment not elsewhere

specified.

Construction
1

Construction enterprises undertaking domestic and overseas construction

works.

Installation of machinery plants and equipment and provision of trial and test
run service.

Transport and Communications

1

Road transport and vehicles repair services.

Inland water transport services.

Dockyard services.

-14-

4
8

Shipping agency services.

Trade

Hotels and Tourist Industries.

Economic activities to which the State-owned Economic Enterprises Law
applies

9
1

Economic activities mentioned in section 3 of the State-owned Economic

Enterprises Law, provided permission has been obtained under section 4 of
the said Law.

Note: If proposals for economic activities not specified in the above mentioned list are
submitted, they will be considered individually by the MIC.

Appendix ( B )
SAMPLE APPLICATION FORM FOR FOREIGN INVESTMENT
Proposal of the Promoter to make Foreign Investment in the Union of Myanmar
To
The Chairman,
The Union of Myanmar Foreign Investment Commission,
Yangon,
The Union of Myanmar.
Reference No.
Date
I wish to make investment in the Union of Myanmar in accordance with the Union of
Myanmar Foreign Investment Law, and I herewith apply for permission furnishing the
following particulars1.
Promoter's(a) Name ............................................................................................
(b) Father's name ................................................................................
(c) National registration No. ..............................................................
(d) Citizenship ....................................................................................
(e) Address .........................................................................................
(f) Name of principle organization .....................................................
(g) Type of business ...........................................................................
(h) Place of organization ....................................................................
(i) Place of incorporation ..................................................................
2.
If investment is to be made by joint-venture, the particulars of the persons wishing
to participate in the joint-venture with the promoter(a) Name ............................................................................................
-15-

(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
3.

Father's name ................................................................................

National registration No. ..............................................................
Citizenship ...................................................................................
Address ........................................................................................
Name of principle organization ....................................................
Type of business ..........................................................................
Place of organization ....................................................................
Place of incorporation ..................................................................
Type of business in which investment is to be made(a) Production ...................................................................................
(b) Services ........................................................................................
(to indicate name of goods or type of services)
4.
Form of economic organization(a) Sole Proprietorship .......................................................................
(b) Partnership ....................................................................................
(c) Limited Company ......................................................................
(to enclose the list of the name, citizenship, address and designation of the executives of
the organization, indicating the local and foreign capital ratio)
5.
If the organization is in the form of a partnership(a) Capital ratio and amount to be contributed by the partners
......................................................................................................
(b) Profit sharing ratio .......................................................................
(c) Rights and liabilities of partners .................................................
6.
If the organization is in the form of a limited company(a) Authorised capital ........................................................................
(b) Types of shares .............................................................................
(c) Share capital to be subscribed by the shareholders .......................
.......................................................................................................
7.
Particulars relating to the organization in which investment is to be made(a) Amount of capitalKyat
(1) Amount of local capital to be contributed
..................
(2) Amount of foreign capital to be brought in ..................
____________
Total ____________
(b) Amount of foreign capital to be brought inKyat
(1) Foreign currency
..................
(2) Others
..................
____________
Total ____________

-16-

(c) Period for bringing in items mentioned in sub-paragraph (b)

.................................................................... ..................................
(d) Proposed duration of investment ...................................................
(e) Construction period .......................................................................
(f) Commencement of construction ....................................................
8.

Particulars relating to the proposed economic organization(a) Type of business ..........................................................................

(to indicate production/services etc.)
(b) Proposed place(s) at which investment is to be made ..................
......................................................................................................
(c) Technique of operation ................................................................
(d) Annual fuel requirement ..............................................................
(to indicate type/quantity)
(e) Annual electricity requirement ....................................................
(f) Annual water requirement ...........................................................
(to indicate daily requirement, if any)
(g) Annual equipment/raw materials requirement .............................
(to enclose a list of type/quantity/value)
(h) Building requirement ...................................................................
(i) Type of land and area requirement ..............................................
(j) Goods to be produced/services to be rendered .............................
(to indicate name, type, annual estimated quantity and value of the goods/services)
(k) System of sales .............................................................................
9.
Details of foreign capital to be brought inForeign Estimated Kyat
Currency Equivalent
(a) Foreign currency
............... ......................
(type and amount)
(b) Value of machineries, equipment etc.
............... .....................
(to enclose detail statement)
(c) Value of raw materials and other
............... .....................
similar materials
(d) Value of rights which can be evaluated,
............... .....................
such as license, trade mark, patent rights
(e) Value of technical know-how
............... .....................
__________ ______________
Total
__________ ______________
10.
Details of local capital to be contributed Kyat
(a) Amount of cash
..................
(b) Value of machineries and equipment
..................
(to enclose detail statement)
(c) Buildings/Land
..................

-17-

(d) Value of furniture and office equipment

(to enclose detail statement)
(e) Value of raw materials
(to enclose detail statement)

..................
..................
____________

Total ____________
Particulars relating to annual production/servicesForeign Estimated Kyat
Currency Equivalent
(a) Type and value of foreign exchange
............... .....................
required
(b) Amount of foreign exchange to be
............... .....................
received
(c) Amount of working capital
............... .....................
requirement in Kyat
(d) Value of exportable goods/services
............... .....................
11.

(e) Value of annual local sale of goods /services

12.

............... .....................

List of personnel required for the proposed economic organization(a) Local personnel requiredSerial No. Type of personnel
Number
................. ............................... .........................
................. ............................... .........................
(b) Foreign experts and technicians requiredSerial No. Type of expertise Number Proposed period of employment
................. ........................ ............. ... ..............................
13.
Particulars relating to economic justificationForeign Estimated Kyat
Currency Equivalent
(a) Annual income
............... .....................
(b) Annual expenditure
............... .....................
(c) Annual net profit
............... .....................
(d) Yearly investments
............... .....................
(e) Recoupment period
............... .....................
(f) Other benefits
............... .....................
(to enclose detail calculations)
(g) To mention prospects of new employment opportunities/local and foreign market
conditions/foreign exchange savings
............... .....................
14.
Supporting documents for the proposalThe following documents are attached for the proposed investment(a) Draft contract;
(b) References for business and financial standing;
(c) Drafts of Memorandum of Association and Articles of Association.

-18-

Signature ..........................
Name ................................
Designation .......................

Data on Foreign Investment, Local Investment and Company Registration Up to 31-102007, the accumulated pledged amount of foreign direct investment is US$ 14736.279
million. By sector and by country FDI data are as follows:FOREIGN INVESTMENT OF PERMITTED ENTERPRISES AS OF (31/8/2008)
(BY COUNTRY)
( US $ in million )
Sr.
Particulars
No

Permitted Enterprises
No.

Approved
Amount

Power

6311.222

40.46

Oil and Gas

85

3243.478

20.80

Manufacturing

154

1629.128

10.44

Mining

60

1395.886

8.95

Real Estate

19

1056.453

6.77

Hotel and Tourism

43

1034.561

6.63

Livestock & Fisheries

25

324.358

2.08

Transport & Communication

16

313.272

2.01

Industrial Estate

193.113

1.24

10 Construction

37.767

0.24

11 Agriculture

34.351

0.22

-19-

12 Other Services
Total

23.686

0.15

419

15597.275

100.00

FOREIGN INVESTMENT OF PERMITTED ENTERPRISES AS OF (31/8/2008)

(BY COUNTRY)
( US $ in million )
Sr.
Particulars
No

Permitted Enterprises
No.

Approved
Amount

Thailand

58

7391.843

47.39

U.K*

50

1860.954

11.93

Singapore

71

1520.213

9.75

China

28

1331.439

8.54

Malaysia

33

660.747

4.24

Hong Kong

31

504.218

3.23

France

469.000

3.01

U.S.A

15

243.565

1.56

Republic of Korea

37

243.308

1.56

10 Indonesia

12

241.497

1.55

11 The Netherlands

238.835

1.53

12 India

219.575

1.41

13 Japan

23

213.004

1.37

14 Philippine

146.667

0.94

-20-

15 Australia

14

82.080

0.53

16 Austria

72.500

0.46

17 Canada

14

39.781

0.26

18 Cyprus

38.250

0.25

19 Panama

29.101

0.19

20 Germany

17.500

0.11

21 Denmark

13.370

0.09

22 Macau

4.400

0.03

23 Viet Nam

3.649

0.02

24 Switzerland

3.382

0.02

25 Bangladesh

2.957

0.02

26 Israel

2.400

0.02

27 Brunei Darussalam

2.040

0.01

28 Srilanka

1.000

0.01

419

15597.275

100.00

Total

Inclusive of enterprises incorporated in British Virgin Islands, Bermuda Islands and

Cayman Islands.
Up to 31-10-2007, the accumulated amount of Myanmar Citizen investment realized
Kyats 141381.34 million. By sector and by country Myanmar Citizen investment data are
as follows:Up to 31-8-2008, registered Companies and Business organizations are as follows :Number
- Myanmar Company
17216
- Foreign Company/ Branches
1261
- Partnership
1072
- Joint Venture Company
69
- Association
41
19659

-21-

BUSINESS ORGANIZATION
Registration of business Organization
Operation in Myanmar can be carried out through one of the following business
organizations.
1. Partnerships
2. Companies limited by shares. i.e. joint venture companies; local companies; foreign
companies.
3. Branch or Representative offices of a foreign company
4. Associations not for profit
The application for PERMIT is to be accompanied by the following documents:
(1) Form A of the Myanmar Companies Regulation 1957.
(2) Draft Memorandum and Articles of Association
(3) Duly completed questionnaire form
(4) Intended activities to be performed
(5) Estimated expenditures to be incurred in Myanmar for the first year operations
(6) Financial credibility of the company/individual
(7) Board of Directors resolution, if the subscriber is a company.
In the case of a foreign branch/representative office, the following shall be furnished in
addition to the above mentioned documents.
(1) Instead of the companies draft Memorandum and Articles of Association, a copy of
the Head Offices Memorandum and Articles of Association or of the Charter, Statute or
other instruments constituting or defining the constitution of the company, duly notarized
and consularized by the Myanmar Embassy concerned in the country where the company
is incorporated.
(2) The Annual Report for the last two financial years (OR) if it is the copies of the Head
Office Balance Sheet and Profit and Loss accounts for the last two financial years, it is to

-22-

be notarized and consularized by the Myanmar Embassy concerned in the country where
the company is incorporated.
(3) Where the original Memorandum and Articles of Association and other relevant
documents are not in English language, authentication of the translation into English.
The application for registration is to be accompanied by the following documents.
(1) Two sets of Memorandum and Articles of Association duly stamped and printed both
in Myanmar and English.
(2) Declaration of registration
(3) Declaration of legal and official version of the documents
(4) Declaration of the situation of registered office
(5) Translation certificate by a competent translator
(6) List of Directors
(7) List of person(s) authorized to accept services of process and notice in Myanmar on
behalf of the company (i.e. for a branch office of a foreign company.)
For a Public company, the following additional documents shall be submitted before
commencing the business
(1) List of person to act as directors
(2) List of person who have consented to act as director
(3) Agreement to take qualification shares.

-23-

Appendix ( C )
Legislative requirements for Companies
The legal requirements for the companies to comply under the Myanmar Companies Act
1914 are as follows:Name
The name of the company shall be painted or affixed on the outside of its registered
office and every place of business. It must also be engraved in legible characters on its
seal and mentioned in all letterheads, notices, advertisements and other official
publications, etc.
Registered Office
Every company must have a registered office in Myanmar to which all communications
and notices may be addressed. A notice of situation of the initial registered office must be
furnished to the CRO when filing the incorporation documents. If the address is
subsequently changed, notice must be given to the CRO within 28 days of the change.
Directors
Every private company is required to have at least 2 directors. A public company must
have a minimum of 3 directors. An undercharged insolvent is not eligible to be a director.
A return of particulars of Directors, Managers and Managing Agents and of any changes
there in must be lodged with the CRO within 14 days of the appointment or changes.
Allotment of Shares
Every company will have to give notice to the CRO of any allotment of shares within
one month of the date of allotment.

-24-

Annual General Meeting

Every company must hold an annual general meeting once in every calendar year to lay
its audited documents before its shareholders. A newly incorporated company is required
to hold its first annual general meeting within 18 months of incorporation. Subsequent
annual general meetings must be hold once in every calendar year and not more than 15
months after the last general meeting. The interval between the date of the financial year
on which the audited accounts are made up and the date of the annual general meeting
must be not more than 9 months.
Every company must file and Annual Return within 21 days after its annual general
meeting. The annual audited accounts are required to be filed with the Annual Return.
Extraordinary and Special Resolutions
Every company is required to lodge a copy of every extraordinary and special resolution
with the CRO within 15 days from the date of passing there of.
Statements, Books and Accounts
Every company must maintain proper books of accounts which are required to be kept at
the registered office of the company.
Consequences of Non-compliance There are penalties for the company and its offices for
any non-compliance with the law.

-25-

Appendix ( D ). QUESTIONNAIRE
(Foreign Company incorporated in Myanmar) For assessment of Application
received for issue / Renewal of Permit under section 27A of
the Myanmar Companies Act and the Myanmar Companies Regulation, 1957.
--------------------------------------------------------------------------------------------------A. Name of Company :
B. Address
:
C. Old Company in business
in liquidation
:
D. New Company to be incorporated :
Seq Particulars
Remarks
FINANCIAL POSITION
1.0 (In the case of a company
carrying on business)
Capital
1.1 (i) Authorised
(ii) Issued and Paid Up Capital
(iii) Shareholders Equity Capital
Issued and Paid-Up
Reserves and Retained
Earnings
Total Equity
Q. (i) Is the Issued and Paid-Up Capital Strong?
A.........................................................
Q. (ii) Is the shareholders Equity Strong?
A..........................................................
Change in Financial Position Increase/Decrease in Working
1.2 Capital
Q. Is the Working Capital Improving?

-26-

A..........................................................
Trend in Income / Expenditure , etc.
1.3
Gross Income
Operation Expenditure
Gross Profit
Administration
Taxation
Net Profit after Tax

Seq Particulars

Remarks

Q.PRESENTATION OF FINANCIAL STATEMENT

2.0 (Based on statement filed in accordance with the Myanmar
Companies Act.)
(In the case of a Company carrying on business)
Q. Are these statement audited by a qualified accountant, and by
2.1 whom?
A..........................................................
Q. Are books maintained in accordance with Section 130 of the
2.2 Myanmar Companies Act and certified by the auditor?
A..........................................................
Q. If a holding Company, does Balance Sheet include particulars
2.3 as
to the Subsidiary company, as required Under Section 132 A?
A..........................................................
3.0

BASIS OF ACCOUNTING
( In the case of a company carrying on business )

Q. Are any sales into Myanmar contracted by the Foreign Parent

3.1 Company on behalf of the Company?
A..........................................................
Q. Are all such sales invoiced by the Company, or by the Foreign
3.2 Parent Company?
A..........................................................

-27-

Q. How is the Company remunerated by the Parent Company on

3.3 sale contracted by them (3.1)
(i) Management Fees? or
(ii) Administration Fees? or
(iii) Supervision Fees? or
(iv) Commission?
A..........................................................
Q. Are the above fees due physically remitted to Myanmar.
3.4 A..........................................................
Q. In case the parent Company is due by the local Company for
3.5 supervision, Management, etc, how are they paid or adjusted?
A...........................................................

Seq Particulars

Remarks

TAXATION
4.0 (As issue renewal of Permit is dependent on compliance with
the Myanmar Tax Laws)
Q. When was the Company last assessed and taxed to Myanmar
4.1 income tax?
A. (i) Assessment Year
(ii) Income year ended..........................................................
Q. If assessments have been pending, since which year?
A. (i) Assessment Year
(ii) Income year ended
Q. Are there any exemptions from Income tax?
4.2 ( State by documentary evidence )
A...........................................................
Note : Exemption of tax and duties on imported goods does not
amount to exemption of Income tax on the profits of the
Company.
5.0

EXCHANGE CONTROL REGULATIONS

( As issue / renewal of Permit is dependent on compliance of
these Regulations. )

Issued and Paid up Capital

5.1 Q. What is the Issued and paid up Capital previously approved
by DICA
A..........................................................

-28-

Has the capitalization of Reserves and Retained earnings

5.2 ( profits ) been
approved? If so the amount.
A..........................................................
5.3

Q. Capital determined to be brought into Myanmar?

A...........................................................

If not brought in why not?

5.4 A...........................................................
Q. Are any calls on shares called up due and Outstanding?
5.5 A..........................................................
Q. If there is an inter-company account with the Parent company,
5.6 what is
the amount due from the Parent company, and the ratio to Paid-up
capital?
A..........................................................

Seq Particulars

Remarks

6.0 RENEWAL OF PERMIT

Q. Have the Issued and Paid-up Capital been brought into
6.1 Myanmar?
A..........................................................
Q. Have new issue and calls on shares been made during the
6.2 current year? Give details.
A..........................................................
Q. Need the Authorized Capital be increased due to the
6.3 companys activities or expansion?
A..........................................................
Q. What is the total outside indebtedness of the Company.
6.4 (i) to local creditors?
(ii) to overseas creditors?
A..........................................................

-29-

Q. What is the Local Debt / Equity Ratio?

6.5 A..........................................................
Q. Is the Company still in solvent financial position?
If not, the extent of insolvency.
A..........................................................

7.0 MYANMAR COMPANIES ACT.

Q. Is the Application Form A for Permit Complete
7.1 (i) as to details to be furnished?
(ii) as to attachments required?
A..........................................................
Q. In the case of renewal application has compliance, been made
7.2 of:
(i) Annual requirements under the Myanmar Companies Act?
(ii) Reporting of any changes within the prescribed time?
A..........................................................
Q. Have conditions set out in the Permit been complied with
7.3 fully?
A..........................................................
Q. Are there any changes in Memorandum and Articles of
7.4 Association and the Companys activities which are considered to
warrant any changes to the Conditions for which the Permit has
been originally issued?
A..........................................................

-30-

Appendix ( E )
THE SCHEDULE : FORM - A
(I) A copy of the Companys Memorandum and Articles of Association or of the
charter, statutes or other instruments constituting or defining the constitution of the
Company.
(II) Copies of the Companys Balance Sheets and Profit and Loss Accounts for the last
two years preceding the application.
Application by a Foreign Company or Company carrying international trade for issue
of a permit under Section 27A of the Act.
(1) Name of Company
(2) Country of incorporation of Company
(3) (a) Names, Addresses the Nationality of
shareholders in case of Companies
incorporated in the Union of
Myanmar.
(b) Number of citizen and / or,
non-citizen shareholders together
with the number of shares held by
them separately in the case of
Companies incorporated outside the
Union of Myanmar.
(4) (a) Location of the Companys Head
Office
(b) Location of the Companys Principal
office in the Union of Myanmar.
(5) The objects for which the branch office
is
formed (field of business)

-31-

(6)
(a) The amount of capital and the number
of shares into which the capital is
divided.
(b) If more than one class of share is
authorized, the description of each
class and rights and privileges
pertaining to each.
(c) The amount of capital brought or to
be Brought into the Union of
Myanmar.
(d) Whether there is any discrimination
among different classes of
shareholders with regard to number
of votes one may cast.
(7) (a) The maximum amount of
indebtedness, if any, which may be
incurred by the Company; and
(b) The prohibition against the
contracting of debts in excess of that
amount.
(8) The period for which Permit is applied
for
(9) The officers who are to conduct the
affairs of the Company, duties of each,
and the authority of the Board of
Directors to fill the position above
named.
(10) The number of Directors, the manner
of
their appointments and their power.
(11) The names, addresses and nationality
of the Directors for the current year.
(12) The names, addresses and nationality
of
the promoters
(13) Statement of compliance with legal
requirements for initial capital
including the amount to be paid in

-32-

before commencement of the business.

-33-