Business Law II (Pyinoo Lwin)

Business Law II
Daw Ei Ei Win Shwe

Associate Professor
Department of Law
University of Yangon
Laws relating to Businesses in Myanmar
 Myanmar Investment Law, 2016

 Laws relating to Incorporeal Personal Property (Intellectual
Property)
 Myanmar Special Economic Zone Law, 2014
 Small and Medium Enterprises Development Law ,2015
 The State Own Economic Enterprises Law,1989
 The Competition Law ,2015
The Body of the Current Myanmar Foreign
Investment Laws.
 Myanmar Investment Law 2016 (“MIL”)
 Myanmar Investment Rules 2017 (“Rules”)
 Notification 13/2017 dated 1 April 2017 (Classification of

Promoted Sector) (“Notification 13”)
 Notification 15/2017 dated 10 April 2017 (List of Restricted

Investment Activities) (“Notification 15”)
Myanmar Investment Law 2016 (“MIL”)
 came into effect on 18 October 2016
 consolidates and replaces the previous Foreign Investment Law 2012
and the Citizens Investment Law 2013
 has brought about significant changes to Myanmar’s investment
framework affecting both Myanmar and foreign investors
 from its start date, applies to existing or new investments in Myanmar
 except for matters coming under the old Foreign Investment Law 2012
 such as investment disputes or prior permit investments previously
suspended from business operations before the start date or investment
projects suspended by governmental measures under general and
national security exemptions.
Myanmar Investment Law 2016
Definition
 Commission means the Myanmar Investment Commission formed under this

Law. Sec 2(e)
 Proposal means the application, submitted in the stipulated form together with
the required contracts and documents, by the proposed investor in order to
obtain the permit of the Commission for intended investment stipulated under
section 36. Sec 2 (i)
 Permit means an order described the approval of the Commission relating to
the proposal for investment submitted by the proposed investor. Sec 2 (j)
 Endorsement means an order described the approval of the Commission
relating to the endorsement application submitted by the proposed investor.
Definition
 Investor means a Myanmar Citizen investor or foreign investor who

invests within the Union in accordance with the Law. Sec 2(p)
 Investment means any assets owned or controlled by the investor in

accordance with this law. It shall also include investments stipulated
under section 40. Sec 2(q)
 Direct Investment means an investment in which the investor has the

right to control, influence or manage, of such assets which are invested
by the investor within the Union in accordance with the law. Sec 2(r)
 Foreign Investment means any direct investment made by a foreign

investor within the Union. Sec 2(s)
Definition
 Exemption and relief means the exemptions and reliefs from
income tax, customs duty and other internal taxes that may be
scrutinized and granted by the Commission based on application of
the investor for investments obtained a permit or an endorsement of
the Commission in accordance with this Law. Sec 2(v)

 Objective (Sec 3)
 (a) to develop responsible investment businesses which do not cause

harm to the natural environment and the social environment for the
interest of the Union and its citizens;
 (b) to protect the investors and their investment businesses in

accordance with the law;
 (c) to create job opportunities for the people;
 (d) to develop human resources;
 (e) to develop high functioning production, service, and trading sectors.

 Objective (Sec 3)
 (f) to develop technology, agriculture, livestock and industrial sectors;
 (g) to develop various professional fields including infrastructure

around the Union;
 (h) to enable the citizens to be able to work alongside with the

international community;
 (i) to develop businesses and investment businesses that meet

international standards.
 Formation of the Commission (Sec 6 to 13)

 Sec 6.(a) a chairman appointed by the Government after nominating
from members of the Government by the President;
 (b) a vice-chairman appointed by the Government;
 (c) members appointed by the Government, who are suitable persons

from Union Ministries, government departments, government
organizations, experts from the private sector, professionals and
suitable dignified persons;
 (d) a Secretary who is, the head of the Commission Office by

designation.
 The Government shall form the Commission with at least nine members or
more in odd numbers, including the secretary, in accordance with the
provisions in section 6. (Sec 7)
 The members of the Commission who are not civil service personnel shall
have the right to enjoy gratuity and allowances as allowed by the Ministry.
(Sec 8)
 The term of all members of the Commission, except the secretary, is the same
as the term of the Government. The Secretary shall follow the Civil Servant
Law as he is civil service personnel. (Sec 9)
 The members of the Commission shall not serve for more than two
consecutive terms. (Sec 10)
 The Government shall reconstitute the Commission within two months

from the date of assuming office. (Sec 11)
 The head of the Commission office shall serve as the secretary of the
Commission and shall fulfill duties as stipulated by the Commission.
(Sec 12)
 The Chairman of the Commission may assign any duty specified in

writing among duties of the Commission to any officials of the
Commission Office. In case of such assignment, the assigned person
shall undertake only the duty stipulated in the assignment letter. The
letter may be withdrawn any time in writing. (Sec 13)
 Duties of the Commission (Sec 24)
 (a) carrying out the investment promotion activities of the Union;
 (b) performing as the department primarily responsible for coordinating
with investors and those who are interested to invest;
 (c) providing investment facilitation to investors and their investments;
 (d) advising investment policies to the Union Ministries, Region and

State Governments in adopting and implementing economic objectives
for the development of responsible businesses;
 (e) issuing policy guidelines and directives for the staffs of the
Commission Office;
 (f) reporting the activities and functions of the Commission to the President and the
Government once every three months;
 (g) reporting annually the status of completion and progress of the investment businesses
approved by the Commission to the Pyidaungsu Hluttaw through the Government;
 (h) allocating powers, in Coordination with the Nay Pyi Taw Council, Region and State
Governments, for investments business that the Government may approve according to the
type of investment businesses or the condition of natural resources or development of job
opportunities for the economic development of the Regions and States including Union
Territories;

 (i) submitting advice to the Government in order to facilitate or
encourage local and foreign investment businesses;
 (j) taking action against the investor under the relevant laws, procedures
and regulations, if it is known that the investors, when finding natural
resources or antiques, makes processing, conversion or concealing them
without information;
 (k) scrutinizing whether or not the investor and its investment complies
with this Law and its rules, regulations, notifications, orders, directives
and procedures and provisions contained in contracts, and if not,
ensuring the investor to abide and taking action against the investor and
its investment businesses that do not abide by such matters in
accordance with the Laws;
 (l) reviewing exemptions, reliefs and the restricted investment business
activities and reporting the review to the Government.
 (m) performing duties assigned by the Government from time to time.
 The powers of the Commission (Sec 25 to 28)
 Sec 25 (a) issuing notifications with the approval of the Government after
stipulating the investment promotion sector and the types of the restricted
or prohibited investment activities to do investment businesses;
 (b) stipulating, with the approval of the Government, the types of

Investment business that are strategic for the Union, capital intensive
investment projects and projects which potentially have a large impact on
the environment and the local community;
 The powers of the Commission (Sec 25 to 28)
 (c) issuing the Permit to the investor when submitting a proposal to the
Commission if the Proposal is beneficial to the Union and consistent any
law, and refusing the proposal if the proposal does not meet such
conditions;
 (d) conducting the necessary scrutiny when completely submitting an

endorsement application to the Commission and issuing the Endorsement
to the investor if the endorsement application is not contrary to any law;
 (e) approving or refusing after scrutiny when applying for an extension

or amendment of the term of the permit or the endorsement by the
The powers of the Commission (Sec 25 to 28)
(f) asking, if required, the investor to submit documents or evidences

relating to its investment;
(g) managing to take action investor under the existing law if it is found
that there is credible evidence that the investor submit the improper
documents attached to the Commission to obtain permit or endorsement or
the investor does not comply with the terms and conditions of the permit
or the endorsement;
(h) scrutinizing, as required, and granting when applying to enjoy

exemptions and reliefs in accordance with the provisions of this Law;
 (i) stipulating the types of investment business, with the approval of the
Government, which are not allowed to enjoy tax exemptions or reliefs or both;
 (j) requesting and obtaining assistance and information relating to the duties of
the Commission from government departments, governmental organizations
and other necessary organizations, including investor in order to perform the
duties of the Commission under this Law;
 (k) undertaking necessary measures in order to successfully implement the

provisions of this Law;
 (l) scrutinizing and granting appropriate periods for construction or preparation

subject to the type of investment business;
 (m) scrutinizing and granting the exemptions and reliefs relating to the temporary
import of machineries and equipment's from abroad under temporary import
procedures issued by the Customs Department in coordination with the relevant
ministries; and
 (n) in effectively implementing of this Law, establishing and managing a system

that is able to carry out activities such as systematically scrutinizing disputes,
identifying the causes for disputes, responding, inquiring and settling the losses
before the stage of dispute resolution;
 The Commission may stipulate and collect other service fees, including
registration fees. (Sec 26)
 The Commission may, in carrying out its duties, form committees and
bodies, as required. (Sec 27)
 The Commission may, in implementing its duties, open branch offices

of the Commission locally or overseas with the approval of the
Government, as required. (Sec 28)
Submission of Proposal (Sec 36)

 The investor shall submit a proposal to the Commission and invest after
receiving the Permit for the following businesses stipulated in the rules;
 (a) investment businesses that are essential to the Union strategy;
 (b) large capital intensive investment projects;
 (c) projects which are likely to cause a large impact on the environment and
the local community;
 (d) investment businesses which use state-owned land and building ;
 (e) investment businesses which are designated by the government to require

the submission of a proposal to the Commission.
Submission of Endorsement Application (Sec 37 to 39)
 No investor requires to submit a proposal to the Commission for other investment

businesses except investment businesses stipulated under section 36. (Sec 37)
 When submitting the endorsement application, all approvals or licenses or

permits or similar documents issued by the relevant organizations according to the
type of business have to be attached. (Sec 38)
 The Commission may accept after scrutinizing the endorsement application

submitted under section 37, if it is complete and allow resubmitting the
endorsement application after corrections are made, if it is not complete. (Sec 39)
Types of Investment Businesses (Sec 40)
 (a) enterprise;
 (b) moveable property, immovable property and rights related to property, cash,
pledges, mortgages and liens, machinery, equipment, spareparts, and related
tools;
 (c) shares, stocks, and debentures (a) promissory note of a company;
 (d) intellectual property rights under any laws, including technical knowhow,
patent, industrial designs, and trademarks;
 (e) claims to money and to any performance under contract having a financial
value;
 (f) revenue-sharing contract , or production , management , construction , rights
under contracts , including turnkey ;
 (g) assignable rights granted by relevant laws or contract , including the rights of
exploration, prospecting and extraction of natural resources;
Types of the prohibited investment (Sec 41)
 (a) investment businesses which may bring or cause the hazardous or

poisonous wastes into the Union;
 (b) investment businesses which may bring technologies, medicines, flora
and fauna and instruments which are still being tested abroad or which have
not been obtained approvals to use, plant and cultivate, except the
investments which made for the purpose of research and development;
 (c) investment businesses which may affect the traditional culture and
customs of the ethnic groups within the Union;
 (d) investment businesses which may affect the public;
 (e) investment businesses which may cause an enormous impact to the natural
environment and ecosystem;
 (f) investment businesses which manufacture goods or provide services that
are prohibited under the applicable laws
Types of the restricted investment (Sec 42)
 (a) investment businesses allowed to carry out only by the Union;
 (b) investment businesses that are not allowed to carry out by

foreign investors;
 (c) investment businesses allowed only in the form of joint venture

with any citizen owned entity or any Myanmar citizen; and
 (d) investment businesses to be carry out with the approval of the

relevant ministries.
Treatment of Investors (Sec 47 and 48)
 Sec 47(a) the Government shall accord to foreign investors and their direct
investments, treatment no less favorable than it accords to Myanmar
citizen investors in respect of the expansion, management, operation, and
the sale or other disposition of direct investments according to this Law
except any way stipulated in Laws, rules and notifications;
 (b) the Government shall accord, in like circumstances, to foreign
investors and their direct investments from one country, treatment no less
favorable than that it accords to investors of any other country and their
direct investments in respect of establishment, acquisition, expansion,
management, operation, and the sale or other disposition of direct
investments;
Treatment of Investors (Sec 47 and 48)
 The Government guarantees to the investors fair and equitable treatment

in respect of the followings:
 Sec 48 (a) the right to obtain the relevant information on any measures or
decision which has a significant impact for an investor and their direct
investment;
 (b) the right to due process of law and the right to appeal on similar
measure, including any change to the terms and conditions under any
license or permit and endorsement granted by the Government to the
investor and their direct investment.
Treatment of Investment
National Treatment Most Favored- Nation Fair and Equitable

(Sec 47 (a)) Treatment (Sec 47 (b)) Treatment (Sec 48)
Rights to Use Land (Sec 50 (a) to (f))
 Sec 50. (a) An Investor who obtains permit or endorsement under this Law has the right
to obtain a long-term lease of land or building from the owner if it is private land or
building, or from the relevant government departments or government organization if it
is land managed by the government, or land or building owned by the Union in
accordance with the stipulations in order to do investment. Citizen investors may invest
in their own land or building in accordance with relevant laws.
 (b) Foreign investor may lease land or building either from the government or
government organizations or from owners of private land or building from commencing
on the date of receipt of the permit or endorsement of the Commission up to an initial
period of (50) years in accordance with the stipulation.
 (c) After the expiry of the term of the right to use land or building or the
period of right to lease of land or building permitted under subsection (b), a
consecutive period of (10) years and a further consecutive period of (10)
years extension to such period of lease of land or building may be obtained
with the approval of the Commission.
 (d) The investor shall register the land lease contract at the Office of
Registry of Deeds in accordance with the Registration Act.
 (e) The Government may grant more favorable terms and conditions for the
lease of land and the use of land by Myanmar citizen investors.
 (f) The Commission shall obtain the approval of the Pyidaungsu Hluttaw
through the Government, when granting an extension to investor for the
rights to lease land or building and the rights to use land or building in this
Law, in less developed and remote region for the purpose of the
development around the Union.
Right to use land
10
years
private two
times
Right to Long
Use Land Extension
term
or Building period
lease
50
years
government
Employment of Staff and Workers (Sec 51 (a) to (f))
 The investor:
 (a) may appoint of any citizen who is a qualified person as senior

manager, technical and operational expert, and advisor in his investment
within the Union in accordance with the Laws;
 (b) shall appoint them to replace, after providing for capacity building
programs in order to be able to appoint citizens to different level
positions of management, technical and operational experts, and
advisors;
(c) shall appoint only citizens for works which does not require skill;
(d) shall appoint skilled citizen and foreign workers, technicians, and
staff by signing an employment contract between employer and
employee in accordance with the labor laws and rules;

 (e) shall ensure to obtain the entitlements and rights in the labor laws and
rules, including minimum wages and salary, leave, holiday, overtime fee,
damages, compensation of the workman, social welfare, and other insurance
relating to workers in stipulating the rights and duties of employers and
employees and occupational terms and conditions in the employment contract;
 (f) shall settle disputes arising among employers, among workers, between
employers and workers, and technicians or staff in the investment in
accordance with the applicable laws.
Investment Guarantee (Sec 52 to 55)
 Sec 52. The Government guarantees not to nationalize any investment carrying
out in accordance with the law.
 Except under the following conditions, the Government guarantees not to take
any measures which expropriate or indirectly expropriate or is likely to effect a
result in the termination of an investment :
 (a) actually necessary for the interest of the Union or its citizen;
 (b) non-discriminatory manner;
 (c) measures in accordance with the applicable Laws;
 (d) prompt, fair and adequate payment of compensation


 Sec 53. A fair and adequate compensation shall be designated as an
equivalent to the market value prevailing at the time of expropriation of the
investment.
 However, that designation
 shall be based on a fair consideration of public interest as well as the
interests of the private investor, and
 shall take into account the present and past conditions of investment,
 the reason for expropriation of the business or property,
 the fair market value of the investment,
 the purpose of expropriating the business or property,
 the profits acquired by the investor during the term of investment, and also
 the duration of the investment.

 Sec 53. A fair and adequate compensation shall be designated as an
equivalent to the market value prevailing at the time of expropriation of the
investment.
 However, that designation
 shall be based on a fair consideration of public interest as well as the
interests of the private investor, and
 shall take into account the present and past conditions of investment,
 the reason for expropriation of the business or property,
 the fair market value of the investment,
 the purpose of expropriating the business or property,
 the profits acquired by the investor during the term of investment, and also
 the duration of the investment.
Responsibilities of Investors (Sec 65 to 72)
 Sec 65 The Investor:
 (a) shall respect and comply with the customs, traditions and traditional culture
of the ethnic groups in the Union;
 (b) shall establish and register a company or sole proprietorship or legal

entities or branches of such entities under the Laws in order to invest;
 (c) shall abide by the terms and conditions, stipulations of special licenses,
permits, and business operation certificates issued to them;
 (d)shall carry out in accordance with the stipulations of the relevant

department to obtain any license or permit from the relevant Union Ministries,
(e) shall immediately inform to the Commission if it is found that natural

mineral resources or antique objects and treasure trove are not related to the
investment permitted above and under the land;
(f) shall not make any significant alteration of topography or elevation of the
land on which he is entitled to lease or to use, without the approval of the
Commission;
(g) shall abide by applicable laws, rules, procedures and best standards
practiced internationally for this investment so as not to cause damage,
pollution, and loss to the natural and social environment and not to cause
damage to cultural heritage;
(h) shall list and keep proper records of books of account and annual financial statement,
and necessary financial matters relating to the investments performed by permit ;
(i) shall close and discontinue the investment only after payment of compensation to
employees in accordance with applicable laws for any breach of employment contracts,
closure of investment, sale and transfer of investment, discontinuation of investment, or
reduction of workforce;
(j) shall pay wages and salaries to employees in accordance with applicable laws, rules,
procedures, directives and so forth during the period of suspension of investment for a
credible reason;
(k) shall pay compensation and indemnification in accordance with applicable

laws to the relevant employee or his successor for injury, disability, disease and
death due to the work;
(l) shall supervise foreign experts, supervisors and their families, who employ
in their investment, to abide by the applicable laws, rules, orders and directives,
and the culture and traditions of Myanmar;
(m) shall respect and comply with the labor laws;
(n) shall have the right to sue and to be sued in accordance with the laws

(o) shall pay effective compensation for loss incurred to the victim, if there are
damage to the natural environment and socioeconomic losses caused by
logging or extraction of natural resources
(p) shall allow the Commission to inspect in any places, when the Commission
informs the prior notice to inspect the investment;
(q) shall take in advance permit or endorsement of the Commission for the
investments which need to obtain prior approval under the Environmental
Conservation Law and the procedures of environmental impact assessment,
before undertaking the assessment, and shall submit the situation of
environmental and social impact assessment to the Commission along the
Exemptions and Reliefs (Sec 74 to 81)
Sec 74. The Commission shall scrutinize and may grant one or more
tax exemptions or reliefs if the investor applies for such exemptions or
reliefs.
(to support the development of the Union by allowing investment in

sectors which need to be developed, and for the proportionate
development of Regions and States)
Sec 75. With respect to the income tax exemption
Zone Income tax exemptions Sectors
Zone 1 7 Years Promoted sectors
Promoted sectors
Zone 2 5 Years
Promoted sectors
Zone 3 3 Years
Exemption and Relief
Income tax exemptions shall be granted only for the promoted sectors
Total: 166 Townships

in 13 States
Zone 1: Less
and Regions
Developed Zone except Yangon and
Nay Pyi Taw Union Terriority
Total: 122 Townships

Zone II: Moderate
Developed Zone in 3 States, 7 Regions and
Nay Pyi Taw Union Terriority
Total: 46 Townships
Zone III: Developed
in 2 Regions
Regions
MIC Notification
No.(10/2017)
Sec 76. In addition to the provisions under Chapter XI of Treatment of

Investors,
 the Government may undertake subsidies, funding, capacity

building and training to Myanmar citizen investors and citizen-
owned small and medium sized enterprises.
 The Government may also allow exemptions and reliefs for the
locations where Myanmar citizen-owned businesses are operated or
other economic activities.
Exemptions or reliefs from customs duty and other internal taxes (Sec 77)
 (a) both on machineries, equipment, instruments, machinery components,

spare parts, construction materials unavailable locally, and materials used in
the business, which are imported as they are actually required, during the
construction period or during the preparatory period of the investment
business;
 (b) both on the importation of the raw materials and partially manufactured
goods conducted by an export-oriented investment business for the purposes
of the manufacture of products for export;
 (c) reimbursement of customs duty or other internal taxes or both on

imported raw materials and partially manufactured goods which are used to
manufacture products for export;
 (d) if the volume of investment is increased with the approval of the

Commission and the original investment business is expanded during the
permitted period of investment which are imported as they are actually
required for use in the business which is being expanded as such.
 (a) exemption or relief from income tax if the profit obtained from the
investment business that has obtained a permit or an endorsement is
reinvested in such investment business or in any similar type of investment
business within one year;
 (b) right to depreciation for the purpose of income tax assessment, after
computing such depreciation from the year of commencement of
commercial operation based on a depreciation rate which is less than the
stipulated lifetime of the machinery, equipment, building or capital assets
used in the investment;
 (c) right to deduct expenses which are incurred for the research and
development relating to the investment businesses carried out within
the Union and actually required for the economic development of
the Union from the assessable income.
Exemption and Relief
 Tax holiday Incentives by Zone
 Customs duty and other internal taxes
 Reinvestment
 Right to depreciate
 Right to deduct expenses
 Equal income tax rates

Settlement of Dispute (Sec 82 to 84)
 Sec 82. the Commission shall establish and manage a grievance

mechanism to resolve, prevent the occurrence of disputes, and carry
out the relevant inquiries for the investment issues before reaching at
the stage of legal disputes.
 Sec 83. Before any investment dispute between the investor and the
Union or between the investors is brought to any court or arbitral
tribunal, all disputing parties shall use due attempts to settle the
disputes amicably.
Settlement of Dispute (Sec 82 to 84)
 Sec 84. If investment disputes are not able to be settled amicably:
 (a) if the dispute settlement mechanism is not stipulated in the

relevant agreement, it shall be settled in the competent court or the
arbitral tribunal in accord with the applicable laws;
 (b) if the dispute settlement mechanism is stipulated in the relevant

agreement, it shall be complied with and carried out in accord with
the mechanism.
Administrative Penalties (Sec 85 to 88)
 Sec 85 (a)
 (i) censure;
 (ii) temporary suspension of business;
 (iii) temporary suspension of tax exemption and reliefs;
 (iv) revocation of the permit or endorsement;
 (v) adding to the business on a blacklist for which no permit or

endorsement shall be issued in the future;
 Sec 85
 (b) shall inform a prior notice in respect of the administrative penalties

to the investor before imposing the administrative penalties according
to subsection (a),and the investor has the right to question in writing
upon the administrative penalties;
 (c) shall describe the reason for imposing an administrative penalty

together with the decision, imposing the administrative penalty under
subsection (a).
 Sec 86
 (a) The investor dissatisfied with any decision made by the Commission
under section 85 shall have the right to apply the appeal to the
government within 60 days from the date of the decision in accordance
with the stipulations.
 (b) The government may amend, revoke or approve any decision made
by the Commission.
 (c) The decision of the Government shall be final and conclusive.

Exceptions (Sec 89)
 Nothing in this Law shall be construed to prohibit the following fair

measures adopted or maintained prudently by the Government:
 (a) necessary to protect public morals or to maintain public order;
 (b) necessary to protect lifespan or health of human, animals, or plants;
 (c) the protection of investors, depositors, financial market participants,

policyholders, policy-claimants, or persons to whom a fiduciary duty is
owed by a financial institution;
Exceptions (Sec 89)
(d) ensuring the safety, standing, soundness and stability of financial

institutions;
(e) ensuring the integrity and stability of the financial system of the Union;
(f) aiming to ensure fair and effective assessment of tax or direct taxation
relating to investors;
(g) carrying out the protection of artistic, historical or archaeological

valued national treasures and heritage;
(h) preservation of natural resources not to be damaged ,where effect is

caused by domestic production or consumption.
Security Exception (Sec 90)
(b) The provisions under this Law shall not prevent any of the following
actions necessary for the Government to protect essential security interests,
including but not limited to:
i. action relating to the traffic in arms, ammunition and to such traffic in

other goods and materials as is carried on directly or indirectly for the
purpose of supplying military or other security forces;
ii. action taken, as required, in time of war or other emergency in

international relations.
Myanmar Special Economic Zone Law,2014
34 Industrial Zones in Myanmar
1 Industrial Zone 3 Industrial Zones in

in Sagaing State INDIA KACHIN STATE
CHINA
Mandalay State
SAGAING
DIV ISION
1 Industrial Zone
BANGLADAHS 1 Industrial Zone
in Chin Division CHIN D
L
A
A N
Y
SHAN STATE in Shan Division

STATE N O
A SI
M VI
B DI
A
Y MAGWAY
DIVISION
LAOS
O
2 Industrial Zone F
B
A
KAYA STATE
1 Industrial Zones in
in Magway State
BAGO
N THAILAND
Bago State
DIVISION
G
L
M KA
YANGON O Y
A Y E Y A R W A D Y DIVISION N IN
D I V I S IO N S S
3 Industrial Zones T TA
A T
T E
in Ayeyarwaddy 1 Industrial Zone in

State Mon Division
T
A
D NI
IV N
A N D A M A N
IS TH
IO A 1 Industrial Zone in
20 Industrial Zones S E A
N RY
Tanintharyi
64
State
I
in Yangon State
Special Economic Zones in Myanmar
Kyauk Phyu
Thilawa
Dawei
65
DAWEI Special Economic Zone Conceptual Plan
Thilawa Special Economic Zone
Kyaukpyu Special Economic Zone
 enacted by the Union Parliament in January 2014.
 establishes the legal framework for developing and governing SEZs in

Myanmar.
 repeals two earlier laws related to SEZs from 2011 (the SEZ Law and
Dawei SEZ Law in January 2011)
 In August 2015, the focal Ministry issued the 2015 SEZ Rules as
implementing regulations.
 Sec 3(c) Special Economic Zone means:
 the zone notified and established
 by the Central Body as the Special Economic Zone
 By demarcating the boundary and issuing the notification under this Law
 Sec 3 (d) Infrastructures mean:
 physical fundamental requirements connected with Special Economic Zone
 such as electric power supply, water supply, sewage treatment, transportation,

road, railway, port, airport and communication network and fundamental
requirements
 that are not physical such as computer programmes, management programmes

which can carry out tasks in easy and effective ways
 Sec 3 (e) Developer means:
 company, person or organization, as the case may be, which is permitted by the
Management Committee to implement care by case in the development works,
construction of infrastructure, operations or maintenance works of the Special Economic
Zone in accordance with the provisions of this Law and rules, regulations, notifications,
orders, directives, procedures issued under to this Law;
 Sec 3 (i) Free Zone means:
 the area which is deemed to be situated outside the country which is stipulated by the
relevant Management Committee and the Customs Department to be entitled to the
exemption of the customs duty and other taxes relating to the goods in the Special
Economic Zone and the goods imported into this zone. In this expression also includes the
Free Zone business manufacturing area, transportation area and international wholesale
area:;
 Sec 3(j) Promotion Zone means:
 the internal taxation area situated within the Special Economic Zone and
 other activities which are not the activities of Free Zone;
 Sec 3 (m) Other Zone means:
 the zones stipulated by the Union Government from time to time
 except high-technology industrial zone, information and technology zone,
 export products manufacturing zone, port area zone,
 providing and transportation zone, science and technology research

development zone, services zone, subsidiary trade zone;
 Sec 4 (Objectives)
 (a) to support the main objectives of the national economic

development plan
 (b) to affect employment for the people, to promote their living

standards, to promote the export of goods with the improvement of
production and to increase foreign exchange earnings;
 (c) to encourage, promote and attract being for the balanced

development of the industrial, economic and social sectors in the
State;
 Sec 4 (Objectives)
 (d) to promote cooperation in industrial, economic and commercial

activities, services and financial transactions between the State and other
countries, and to provide the opportunities for vocational training to the
citizens;
 (e) to encourage and attract domestic and foreign investments by building

good foundations for the Developers and the Investors;
 (f) to promote the flow of domestic and foreign investments in the Special
Economic Zone and to establish linkages in continuity among the industries
in and the Special Economic Zone with the creation of new jobs.
 Governance structure for Myanmar’s SEZs
Central Body
 Union –Level Bodies

Central Working
Body
SEZ Level Bodies Dawei Kyauk Phyu Thilawa

Management Management Management
Committee Committee Committee
The establishment of Special Economic Zone (Sec 12 to 15)
Sec 12. The Central Body may establish the Special Economic Zone by the
approval of Pyidaungsu Hluttaw with the agreement of the Union
Government in the suitable place or area for the development of State
economy based on the following criteria:
 (a) having international gateways such as port, airport, or can transport

easily to international border or domestic markets;
 (b) being the area designated for regional development by the Union
Government;
 (c) having the infrastructural pre-requisites or having the prospect for the
implementation
The establishment of Special Economic Zone (Sec 12 to 15)
(d) availability of the water resource and electric power;
(e) having sufficient land area to establish the industries and the investment
business;
(f) availability of the skilled workers, semi-skilled workers and trainable

workers;
(g) able to arrange the training courses for the recruitment of required
skilled workers;
(h) being the strategic area or land in the condition of transportation or

linkage to the market in the country
 Sec 13. Notwithstanding the non-conformity of any of the criteria
in section 12 , the Central Body may establish the Special
Economic Zone by the approval of the Pyidaungsu Hluttaw with
the agreement of the Union Government, if it considers that the
establishment of the Special Economic Zone would be beneficial
for the State and its people.

 Sec 14. The Central Body may:
 (a) select the developer by calling tender according to the international

procedures;
 (b) select the developer, as another way of selection, by giving priority

to those who have managerial experience in the Special Economic
Zone, considering on the benefits for the State and the citizens,
favourable conditions for speedy implementation of the project,
participation of the people and transparency.
 Sec 15. Foreigner may carry out any other business approved
by the relevant Management Committee, either as one
hundred per cent foreign investment or a joint venture with
the citizen.
Stipulations of Free Zone and Promotion Zone (Sec 16 to 28)
 Sec 16. The relevant Management Committee in a Special Economic Zone:
 (a) may stipulate any specifie demarcation as Free Zone or Promotion Zone
as may be necessary;
 (b) may stipulate other zones according to the market demand in addition to
the Free Zone and Promotion Zone;
 (c) may stipulate any export oriented activities as Free Zone Business on each
activity if there is no specifie stipulations as Free Zone or Promotion Zone.

 Sec18. The Customs Department:
 (a) shall protect the imported goods from overseas and the
manufactured products of the Free Zone so as not to enter the
domestic market or into the Promotion Zone without respective
clearance of customs duties;
 (b) shall specify the entries and exits of the Free Zone and the ways
to be applied in order to secure for the safety of the Free Zone
boundary;
 (c) shall carry out the matters of customs duty clearance in the
Special Economic Zone in accordance with international norms
which is clear and comprehensible customs duty procedures. If it is
necessary, the Custom Department may carry out the actual
inspection at the place where the investor’s business is situated;
 (d) may take action according to the relevant customs duty

procedures in examining under sub-section (c), if it finds any non-
conformity with the stipulations.
 Stipulations of Free Zone and Promotion Zone (Sec 16 to 28)
 Sec 24. A hundred percent citizen investment or a hundred percent foreign
investment or joint venture between citizen and foreigner can be carried out
in the Free Zone.
 Sec 25. The maximum percentage of the amount of goods manufactured in
the Free Zone which may be delivered and sold to the domestic market or to
the Promotion Zone may be prescribed by the Rules.

 Sec 26. In the transportation of goods from the Special Economic
Zone to other country, if passing the outside areas of the Special
Economic Zone, shall be transported by the sealed containers.
 Sec 27. A hundred percent citizen investment, or a hundred percent
foreign investment or joint venture between citizen and foreigner
can be carried out in the Promotion Zone.

Types of Investment Business, the Duties and the Exemptions of
the Investor (Sec 29 to 37)
Sec 29. Types of Investment Business
(a) manufacturing finished products from raw materials, processing

goods warehousing, transportation and providing services;
(b) transporting and importing raw materials, packaging materials,

machinery instruments and equipment, and fuel oils to be used in the
investment business from the domestic or overseas to the Special
Economic Zone;
(c) trading the manufactured products from the investment business

to the domestic and overseas in accordance with the stipulations;
(d) establishing and operating the offices for investment business and
overseas service works at the stipulated place in the Special
Economic Zone with the permission of the Management Committee;
(e) carrying out other economic business which are not prohibited by
the State, with the permission of the Management Committee.
 the Duties of the Investor
 Sec 30. shall apply to the Management Committee to obtain the investment
permission
 Sec 31. shall complete the investment construction in the stipulated period and operate
profitably the investment business.
 If the investment business is unable to be completed during the stipulated period, the
investor shall submit the justification reason to the Management Committee in
advance.
 If delay is found without any justification reason, the Management Committee may
revoke the investment permission in accordance with the rules and regulations.
After the expiry of
the tax exemption
 Development Business, Duties and Exemptions of Developer (Sec 38 to 43) and relief period
 The Income Tax Exemptions of the Investor (Sec 32 to 33) or are not
permitted
for investment business in the Free Zone the first seven years from the commencement again
or the Free Zone business of the commercial operation;
shall pay the

for investment business in the Promotion income tax at
for the first five years from the
Zone or other business in the boundary of the rate
commencement of the commercial
the Special Economic Zone stipulated by
operation;
the existing
law
for the investment business within the fifty percent relief on the income tax rate for
Free Zone and the Promotion Zone, the second five years
for the investment business within the fifty percent relief of the income tax rate for the
Free Zone and the Promotion Zone third five years on the profit if it is reinvested
within one year in the business as a reserve fund
 Sec 34 (a) register the business, company, organizations at the Branch Office of
Directorate of Investment and Companies Administration which is opened jointly with the
Office of Management Committee within the Special Economic Zone;
 (b) report the situation of the implementation on the investment business to the
Management Committee in accordance with the stipulations;
 (c) compile and keep the business statistics, accounts and records accurately in
accordance with the international standards;
 (d) destroy the perished, unusable or sub-standard medicines and food stuffs of the
investment business in accordance with the stipulations of the Management Committee at
the stipulated place.
 Sec 35. The investor shall not only abide by the environmental standards described in
the Myanmar Environmental Conservation Law and international standards, but also
carry out them in accordance with the existing laws in order not to have undesirable
health and social impact.
 Sec 36. The investor who has intention of terminating or liquidating the business or
company or organization shall carry out in accordance with the stipulations after
giving prior notice to the Management Committee.
 Sec 37. The investor may re-register the transfer of part or whole of the shares of the
business or company or organization after giving prior notice to the Management
Committee
The Exemptions and Reliefs on the Import Taxation (Sec 44) (a to d)
on the import of the construction materials for
for the developer, the infrastructures and own offices; machine instruments;
machinery; motor vehicles for work and work materials;
for the import of raw materials for production, machinery

for the investor of the instrument and necessary spare parts for production; construction
Free Zone, materials and motor vehicles for building factory, warehouse and
own office;
on the import of trading goods,

for the investor of the consignment goods, motor vehicles and other materials
Free Zone
for five years from the business commencement on the import of
equipment and instrument not for sales and their required spare
for the investor of the parts, the construction materials for factory, warehouse and own
Promotion Zone office, the motor vehicles and other materials which are essential
for the business, and fifty percent relief of the custom duties and
other taxation for the consecutive five years.
In relating to commercial tax or value-added tax Sec 49 (a to d)
The investor of the may be given exemption of the

Free Zones commercial tax or valued-added tax;
The investor of the may be given exemption and relief of

Promotion Zone the commercial tax and value-added tax
during the period of relief provided in
this Law
may apply for the exemption of
The investor commercial tax or value-added tax for
manufactured goods which will be
exported.
may apply the exemption for import tax
The investor of the or value-added tax for the goods
Free Zone imported from the local or Promotion
Zone to the Free Zone.
In relation to Income Tax (Sec 51 and 52)
 Sec 51. The developers and investors may apply the exemption of income tax for
the dividends distributed to each shareholders based on the profits accrued locally
for which tax has been paid.
 Sec 52. The actual expenses of conduiting local training by the investor of the Free
Zone to the skilled worker or semi-skilled worker or the staff of the management
sector and providing the business research and development are deductible from
the taxable income.

The Settlement of Disputes (Sec 53 to 54)
 Sec 53. shall be settled amicably between the disputing parties
 Sec 54. If it cannot be settled under Section 53:
(a) shall be dealt with in accordance with the dispute settlement
mechanism if it is stipulated in the relevant agreement;
(b) shall be dealt with in accordance with the existing laws of the Union
if the disputes settlement mechanism is not stipulated in the relevant
agreement
Matters relating to Labour (Sec 70 to 78)
 Sec 70. The Management Committee for the matters relating to labour in the Special
Economic Zone:
 (a) shall supervise to ensure that the employment agreement is made in accordance
with the stipulations;
 (b) shall coordinate in determining the rights and duties of the employer and employee
or terms and conditions relating to employment contained in the employment
agreements for enjoying the rights in accordance with the existing labour laws
including minimum wages, salary, leave, holiday, overtime charges, compensation for
dismissal from work and workmen’s compensation;

 Sec 70. The Management Committee for the matters relating to labour in the Special
Economic Zone:
 (a) shall supervise to ensure that the employment agreement is made in accordance with
the stipulations;
 (b) shall coordinate in determining the rights and duties of the employer and employee or
terms and conditions relating to employment contained in the employment agreements
for enjoying the rights in accordance with the existing labour laws including minimum
wages, salary, leave, holiday, overtime charges, compensation for dismissal from work
and workmen’s compensation;

 Sec 70 (c) shall inspect and supervise so as not to diminish or lose the
rights and entitlements of the employees, technicians and staffs;
 (d) may determine the minimum wages of employee and staff

Land Use(Sec 79 to 82)
 Sec 79. The Management Committee may, after causing
payment of fees to be made by the developer or the investor
for the right to land lease or land use, permit for 50 years. If
the investor is desirous of continuing to operate after the
expiry of the permitted term, it may renew for 25 years

Small and Medium Enterprises Development Law, 2015
 The Pyidaungsu Hluttaw enacts the Development of SMEs Law on 9th April, 2015.
 Small and mid-size enterprises (SMEs) are businesses that maintain revenues, assets
or a number of employees below a certain threshold.
 Each country has its own definition of what constitutes a small and medium-sized
enterprise (SME).
 Small and mid-size enterprises (SMEs) play an important role in the economy,
employing vast numbers of people and helping to shape innovation.
 Governments regularly offer incentives, including favorable tax treatment and better
access to loans, to help keep them in business.
 Sec 2 (a) The Small Enterprise means the following enterprises in which the
value of the land is not included in the capital investment–
(2) The enterprise, (3) The enterprise, if it
(1)The enterprise, if
if it is labour mainly operates
it mainly operates
intensive or mainly wholesale
manufacturing
operates business, in which
business, in which
piecework business, number of employees
number of
in which number of shall not exceed
employees shall not
employees shall 30 as permanent or
exceed
not exceed 300 as annual income of the
than 50 as
permanent or previous year
permanent or capital
capital investment shall not exceed 100
investment shall not
shall million kyats;
exceed 500 million
not exceed 500
kyats;
million kyats;
 Sec 2 (a) The Small Enterprise means the following enterprises in which the
value of the land is not included in the capital investment–
(6) The enterprise, if it

(4) The enterprise, if (5) The enterprise, if is any other business
it mainly operates it mainly operates other than in the above
retail business,in service business,in sub-sections (1), (2),
which number of which number of (3), (4) and (5),in
employees shall not employees shall not which number of
exceed 30 as exceed 30 as employees shall not
permanent or annual permanent or annual exceed 30 as
income of the income of the permanent or annual
previous year shall previous year income of the previous
not exceed 50 shall not exceed 100 year shall not exceed
million kyats million kyats; 50 million kyats;
 Sec 2 (b)The Medium Enterprise means the following enterprises in which

the value of the land is not included in the capital investment-
(1) The enterprise, if (2)The enterprise, if (3) The enterprise, if

it mainly operates it is labour intensive it mainly operate
manufacturing or mainly wholesale
business,in which operates piecework business, in which
number of business, in which number of
employees shall not number of employees shall not
exceed 300 as employees shall not exceed 60 as
permanent or capital exceed 600 as permanent or annual
investment shall permanent or capital income of the
not exceed 500 investment shall not previous year shall
million kyats to exceed 500 million not exceed 100
1,000 million kyats; to 1,000 million to 300
million kyats ; million kyats
 Sec 2 (b)The Medium Enterprise means the following enterprises in which

the value of the land is not included in the capital investment-
(4) The enterprise, if (5) The enterprise, if (6) The enterprise, if it

it mainly operates mainly operates is any other business
retail business, in service business,in other than in the above
which number of which number of sub-section (1), (2), (3),
employees shall not employees shall not (4) and (5),in which
exceed 60 as exceed 100 as number of employees
permanent or annual permanent or annual shall not exceed 60 as
income of the income of the permanent or annual
previous year shall previous year shall income of the previous
not exceed 50 not exceed 100 year shall not exceed
million to 100 million kyats to 200 50 million kyats to 100
million kyats; million kyats; million kyats;
 Sec 2 (c) Entrepreneur means the person or business which operate
small enterprise or medium enterprise or both small and medium
enterprise with full percent capital of citizen.
 Sec 2 (d) Business Association means a non-profit association, an
association which cooperates with such non-profit association, sub-
association and branch unit thereof which are established by
entrepreneurs in accord with the existing laws.

 Sec 2 (i) One-Stop Service Team means the team which is formed and
assigned duty by the local administration body in the respective Regions or
States, Self-administered Divisions or Self-administered Zones and Union
Territory in order to provide service for registration and application of
permits at one place for small and medium enterprises and to discharge
duties contained in this Law.
 Sec 2 (o) Entrepreneurship means the innovation of marketable and more
useful technology, products, manufacturing and services.

 (Sec 3) Objective
 (a) to enable to accept the information related to business, technical
assistance and financial aids for the small and medium enterprises;
 (b) to reach local and international markets and enhance the
competitiveness of small and medium enterprises;
 (c) to have new employment opportunities and increase income of the
people through the development of small and medium enterprises;
 (d) to reduce the difficulties and obstacles in business operationsof small
and medium enterprises.

 (Sec 4) Basic Principles
 (a) tendering necessary financial assistance, legal advice and
 laying down the administrative policy in order to thrive small and
medium enterprises and
 to reduce the difficulties of enterprise;

 (b) undertaking necessary measures for small and medium enterprises in
order to compete not only in the local market but also in the foreign
markets with the international standardized quality products and services
to increase the capacity of competitiveness, and to obtain market;

 (c) encouraging small and medium enterprises for registration which are not yet
registered in accord with the law;
 (d) supporting the availability of information, technology and financial
investment to new establishing or existing small and medium enterprises
 (e) ensuring small and medium enterprises to manage on the availability of
resources with sustainable manner which has minimum impacts on natural and
socio-economic environment;
 (f) encouraging the small and medium entrepreneurs
 to produce innovative products,
 to develop services,
 to increase production capacity,
 to use appropriate advanced technology and facilities in production and
distribution;
 (g) encouraging the development of employment opportunities and
human resources and managing the development of on job trainings;
 (h) promoting the cooperation of Government, private and international
organizations for the development of small and medium enterprises

(Sec 18) Duties and Rights of Entrepreneur
Duties Rights
(e) right to submit the grievances to the agency

through the agency branch office;
(a) registration of small and medium
enterprises (f) right to connect with government and non-
government technical research departments, and local
and foreign organizations
(b) changing freely of management
(g) right to attend in local and foreign training
mode and advanced technology
courses, workshops, lectures, exhibitions and
competitions with the arrangement of the agency;
(c) informing, re-registering within the
permitted period and returning the (h) right to apply for obtaining financial assistance
registration certificate; and other services from the government ministries,
government organizations and private organizations
through the agency;
(d) keeping statistics and records of
own business (i) right to apply for enabling to obtain loans
according to the business plan
(j) right to participate in the local and foreign
business networks with the arrangement of
agency;
 (Sec 25) Human Resources Development and Providing Technology
 The agency shall, with the relevant departments and organizations to
enhance the production capacity and competitiveness of the small and
medium enterprises coordinate the followings:
 (a) seeking and transferring appropriate technologies;
 (b) providing advice on production technology and trainings which enable
to the utilization of modern machineries;
 (c) encouraging and cooperating for the establishment of the laboratories
that will test the quality of the products;

 (d) exchanging technology between the local and foreign departments,
organizations and private organizations;
 (e) arranging the deserved reward according to the business capacity in
order to promote the innovation;

 (f) providing new technologies achieved from the research results in
order to produce from pilot stage to commercial production;
 (g) undertaking the capacity building programme for the small and
medium entrepreneurs and supporting in the human resource
development activity;
 (Sec 28) Supporting Entrepreneurship and Business Start-up
 (a) giving tax relief;
 (b) leasing the land to establish factory or the place for business
with reasonable rate;
 (c) establishing the business consultancy services, and advising

and resolving the difficulties;
 (d) assisting the establishment of joint-venture business.

 (Sec 29) Registration
 The agency shall –
 (a) allow the small and medium enterprises to
register if they are enable to present the relevant
license, permit or registration certificate;

 (Sec 29) Registration
 (b) allow to register, if the small and medium enterprises are not
required to have license, permit or registered certificate when consistent
with the following:
 (1) not affecting the health of public who are residing in the
surrounding;
 (2) being minimum impact on the natural and socioeconomic

environment and providing conservation work complied with
specification
 (3) being safety of fire.
 (4) not affecting the safety of work site and health;

 (Sec 30). The small and medium enterprises may make registration,
withdraw business license and apply for necessary recommendations
at the relevant one-stop service centre.
 (Sec 31) The agency shall revoke the registration when one of the
following matters occurs:
 (a) returning of registration certificate by entrepreneur;
 (b) termination of business under the existing laws;
 (c) exceeding of limited three year period on changing business

status which beyond the definition of small and medium enterprises;
The State-owned Economic Enterprises Law, 1989
 In Myanmar, state-owned economic enterprises (SEEs) are
particularly important, generating approximately 50 percent of
Union fiscal revenues, largely from the natural resource sector.
 Partly on account of the 1989 SEE law, SEEs enjoy extensive
autonomy and monopoly powers over different sectors of the
economy.
 The State-owned Economic Enterprises Law enacted on 31st March,
1989.
 It contains 12 Sections. The law is provided to identify the areas of
economic activities that shall be solely undertaken by the State.
 The SEE Law, 1989 provides monopoly powers for SEEs over a
number of sectors, yet does not clarify their roles or responsibilities.

 Economic Enterprises to be carried out solely by the Government (Sec 3)
 (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 plantations 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 pearl, jade and precious stones and export of
the same;
 (e) breeding and production of fish and prawn 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 co-operative electricity generating services;
 (l) manufacture of products relating to security and defence which the
Government has, from time to time, prescribed by notification.

 Sec 4. The Government may, by notification, permit in the interest of
the Union of Myanmar any economic enterprise
 which is prescribed under Section 3 to be operated solely by the
Government to be carried out by joint- venture between the
Government and any other person or any other economic
organization or under conditions by any person or any economic
organization subject to conditions.

 Sec 5. The Government may, by notification, prohibit or prescribe
conditions
 regarding the purchase, procurement, improvement, storage,
possession, transport, sale and transfer of products derived from or
produced by or used by economic enterprises
 which are prescribed under Section 3 to be carried out solely by the
Government.
 Right of carrying out other Economic Enterprises (Sec 6 and 7)
 Any person shall have the right to carry out any economic enterprise
other than those prescribed under Section 3 to be carried out solely by
the Government.
 Without prejudice to the provision of Section 6, the Government may, in

addition to those economic enterprises which are prescribed under Section
3 to be carried out solely by the Government, also carry out any other
economic enterprise if it is considered necessary in the interest of the
Union of Myanmar.
 (Sec 8 (a and b)) Right to form Organizations
 Sec 8. (a) In order to carry out the economic enterprises mentioned in

Section 3 and Section 7, the Government may, by notification:-
 (i) constitute organizations which are to undertake responsibility, and

prescribe their duties and powers;
 (ii) re-constitute, if necessary, such organizations which are in existence at

the time of the commencement of this Law, amend and prescribe their
duties and powers;
 (Sec 8 (a and b)) Right to form Organizations
 (iii) constitute one or more bodies to supervise the organizations
mentioned in sub-sections (1) and (2), if necessary, and prescribe
their duties and powers.

 (b) The respective organizations constituted under sub-section (a)
shall be a body corporate having perpetual succession and a
common seal, and shall have the right to sue and be sued in its
corporate name.
 Offences and Penalties (Sec 9 and 10)
 Sec 9. Whoever is convicted of an offence of carrying out,
 without the permission of the Government,
 any economic enterprise prescribed under Section 3 to be carried out

solely by the Government
 shall be punished with imprisonment for a term which may extend to

a period of 5 years and may also be liable to a fine.
 property both moveable and immoveable relating to the economic

enterprise may be confiscated.
 Offences and Penalties (Sec 9 and 10)
 Sec 10. Whoever is convicted of an offence of violating an order or any
condition notified under section 4 or section 5
 shall be punished with imprisonment for a term which may extend to
a period of 3 years and may also be liable to a fine.

The Competition Law, 2015
 On 24 February 2015, Myanmar passed
the Competition Law (the “Law”),
 which prohibits competitive agreements
and abuse of market.
 Like other antitrust laws, the Law also
introduces a merger control regime in the
country.
 Notification 69/2015 was issued on December 12 2015, declaring that
the Law shall come into effect on February 24 2017.
 This means that businesses will have to comply with, and be subject
to the consequences for violation of, the Law after February 24, 2017.
 Sec 2 ( e ) Competition means:
 business related competition carried out by businesses among the
businessmen
 in the market through competitive business activities
 to get more number of customers who consume by purchasing
their goods and services, market share and market dominance.

 Sec 2 (f) Competition Policy means:
 policies laid down by the State to cause direct effect on
production, services, trade, investment and businesses
 in order to emerge fair competition in the market and
 protect the interests of the consumers from monopolization.

 Sec 2 (g) Act of Restraint on Competition means
 he act which reduces or hinders the competition among
businesses in the market. In this
 expression, agreements of restraint on competition, taking chance
 on the abuse of the dominant market position and monopolization
 by any individual or group are also included.

 Sec 2 ( h ) Unfair Competition means:
 competitive practices by businesses
 during the business process which cause or may cause damage to
the interests of the State or
 the legitimate rights and interests of other businesses or of
consumers.
 (Sec 3) Objective
 ( a ) to protect and prevent acts that injure of public interests through

monopolization or manipulation of prices by any individual or group with
intent to endanger fair competition in economic activities, for the purpose
of development of the national economy;
 ( b ) to be able to control unfair market competition on the internal and

external trade and economic development;
 ( c ) to be able to prevent from abuse of dominant market power;
 ( d ) to be able to control the restrictive agreements and arrangements

among businesses.

 ( a ) lead to the economic developed community in the Region and
State by creating free and fair competition environment in the
market;
 ( b ) to uniform development and enjoy equally rights through
encouragement of fair competition in the market;
 ( c ) to protect from the detriment to the interests of the public by
manipulation of price;
 ( d ) to emerge free and fair competition in each area of business;
 ( e ) to emerge economic community where it can carry out freely

for international, regional and bilateral goods, services,
investment, skilled labour and free flow of capital and to
cooperate in competition network;
 ( f ) implementing in the market in accordance with the

competition policy;
 ( g ) encouraging the innovative capability by protecting

intellectual property rights of investors, inventors and producers.
 (Sec 13 (a to g) Act of Restraint on Competition
 Acts in restraint of competition are defined as acts which reduce

or hinder the competition in the market.
 The Law provides a list of acts deemed to be in restraint of

competition,
 including price fixing, abuse of market dominance, restraining or

controlling production, market acquisition, technology and
development of technology and investment, and collusion in
tenders and bids.
 (Sec 14 (a to f) Act of Restraint on Competition
 The Commission may exempt certain agreements
 which would otherwise be an act in restraint of competition
 if it is aimed at providing benefit for the consumers and which, among others,
 improve the capability of business, upgrade technology, uniform development of
technological standards and quality level of different products; uniform in the
matters of carrying out business, distribution of goods and payment not concerned
with price or facts related to price; raise competitiveness of SMEs and promote
competitiveness of businesses of Myanmar in the international market.

 (Sec 15) Monopolization on Market in Competition

 No businessman shall carry out any of the following acts which cause
monopolization on market:
 ( a ) controlling on purchase price or selling price of goods or fees of

services;
 ( b ) restraining services or production or restricting of opportunities in

purchase and sale of goods or specifying compulsory terms and
conditions directly or indirectly for other businessmen, for the purpose
of price controlling;

 ( c ) suspending or reducing or restraining services, production,
purchasing, distribution, transfer or import without any appropriate
reasons or destroying or causing damage the goods to reduce the quality
in order to lessen under the demand;
 ( d ) controlling and restraining the area where goods or services are

traded in order not to enter other businessmen into the market and to
control market share;
 ( e ) interfering in carrying out business of other person without

fairness.
 The businessman may, with the permission of the Commission in order to
have an effect on the maintenance of the situation of another business or
creation of a new business, perform any of the following matters;
 ( a ) cooperating with producer, distributor and provider of any other
business;
 ( b ) purchasing in full or in part of owned properties or shares of any
other business.
(Sec 17 to 29 )Unfair Competition

 (Sec 17 ) Unfair Competition
 ( a ) misleading of consumers;
 ( b ) disclosing business secrets;
 ( c ) coercing of businessmen to each other;
 ( d ) defaming of the reputation of another business;
 ( e ) disturbing the operation of another business;
 ( f ) advertising and sale promotion for the purpose of unfair
competition;
 (Sec 17 ) Unfair Competition
 ( g ) discriminating among businessmen;
 ( h ) selling goods at price lesser than production cost or cost,
insurance and freight (CIF) in the market;
 ( i ) abusing influence of his business, inducing or instigating of a
party under contract with other businesses to breach the contract;
 ( j ) exercising unfair competitive act in competition stipulated by the
Commission for the interests of consumers when necessary.

 (Sec 30) Collaboration among Business
 In collaboration among business the following acts are included:
 ( a ) merger of businesses;
 ( b ) consolidation of businesses;
 ( c ) purchasing or acquisition of other business by a business;
 ( d ) joint-venture of businesses;
 ( e ) performing other means of collaboration among businesses
specified by the Commission.

 No businessman shall, in performing the acts contained in section
30, collaborate which enable to cause the following situations;
 ( a ) collaboration intends to raise extremely the dominance over
market within a certain period;
 ( b ) collaboration intends to decrease competition for acquiring
the market which is a sole or minority of businesses.

 No collaboration of business shall be carried out if the
combined market share of business collaboration is exceeded
to the market share specified by the Commission.

 Any prohibited collaboration of business or prohibition under
section 31 may be exempted in the following circumstances;
 ( a ) where the business, after collaboration as per section 30
is still in the size of small and medium enterprise specified
under any existing law;

 ( b ) where one or more of businesses involved in business collaboration
is or are at the risk of being collapsed or of becoming bankrupt;
 ( c ) where collaboration among businesses is in the circumstance that
effect on the promotion of export or in the circumstance that supports the
development of technique and technology or that establishes
entrepreneurial business.
 (Sec 34) Taking Administrative Action and Appeal
 The Committee may take the following one action or more than one
action upon a businessman who violates the orders, directives and
procedures issued under this Law:
 ( a ) warning;
 ( b ) imposing specified fine;
 ( c ) coordinating with relevant Ministries to close the operation of
business temporarily or permanently.

 (Sec 35) Taking Administrative Action and Appeal
 Any person who dissatisfies the order or decision passed
by the Committee may appeal to the Commission within
60 days from the receiving date of such order or decision.

 (Sec 39) Offences and Penalties
 Any person who violates the prohibition contained in
section 13 shall, on conviction, be punished with
imprisonment for a term not exceeding three years or with
a fine not exceeding one hundred and fifty lakhs Kyat or
with both.
 Any businessman who violates the prohibitions contained
in section 23, section 24 or section 29 shall, on conviction,
be punished with
 imprisonment for a term not exceeding three years or with
fine not exceeding Kyat one hundred and fifty lakhs or
with both.
 Any person who violates the prohibitions contained in
section 15, section 19, section 22, section 26, section 27,
section 31 or section 32 shall, on conviction, be punished
with
 imprisonment for a term not exceeding two years or with
fine not exceeding Kyat one hundred lakhs or with both.

 Any person who violates the prohibitions contained in
section 18, section 20, section 21, section 25 or section 28
shall, on conviction, be punished with
 imprisonment for a term not exceeding one year or with
fine not exceeding Kyat fifty lakhs or with both.

 Any person who fails without any concrete reason to apply to the
request of the Investigation Committee to submit any evidence,
document or financial evidence or to appear for the examination
as witness for investigation under this Law shall be punished, on
conviction, with
 imprisonment for a term not exceeding three months or with fine
not exceeding Kyat one hundred thousand.

Law relating Intellectual Property in Myanmar
 What is Intellectual Property?

 Intellectual property (IP) refers to creations of the mind,
such as inventions; literary and artistic works; designs; and
symbols, names and images used in commerce.
 IP is protected in law by, for example,
patents, copyright and trademarks, which enable people to earn
recognition or financial benefit from what they invent or create.
What are intellectual property rights?
the rights given to persons over the creations of their minds.
usually give the creator an exclusive right over the use of his/her
creation for a certain period of time.

 Intellectual property rights are customarily

divided into two main areas:
 (i) Copyright and rights related to copyright.
 (ii) Industrial property.
What is copyright?
 Copyright (or author’s right) is a legal term used to

describe the rights that creators have over their literary
and artistic works.
 Works covered by copyright range from books,
music, paintings, sculpture, and films, to computer
programs, databases, advertisements, maps, and
technical drawings.
 Copyright and rights related to copyright

 The rights of authors of literary and artistic works
 (such as books and other writings, musical
compositions, paintings, sculpture, computer programs
and films) are protected by copyright,
 for a minimum period of 50 years after the death of the
author.
 What can be protected using copyright?
 works commonly protected by copyright throughout the world
include:
 literary works such as novels, poems, plays, reference works,
newspaper articles;
 computer programs, databases;
 films, musical compositions, and choreography;
 artistic works such as paintings, drawings, photographs, and
sculpture;
 architecture; and
 advertisements, maps, and technical drawings.
 Copyright protection extends only to expressions, and

not to ideas, procedures, methods of operation or
mathematical concepts as such.
 Copyright may or may not be available for a number of
objects such as titles, slogans, or logos, depending on
whether they contain sufficient authorship.
 There are two types of rights under copyright:

 economic rights, which allow the rights owner
to derive financial reward from the use of their
works by others; and
 moral rights, which protect the non-economic
interests of the author.
 Most copyright laws state that the rights owner has the economic right to
authorize or prevent certain uses in relation to a work or, in some cases, to
receive remuneration for the use of their work.
 The economic rights owner of a work can prohibit or authorize:
 its reproduction in various forms, such as printed publication or sound

recording;
 its public performance, such as in a play or musical work;
 its recording, for example, in the form of compact discs or DVDs;

 its broadcasting, by radio, cable or satellite;
 its translation into other languages; and
 its adaptation, such as a novel into a film screenplay.

 In the majority of countries, and according to the Berne

Convention, copyright protection is obtained automatically
without the need for registration or other formalities.
 Most countries nonetheless have a system in place to allow for the

voluntary registration of works.
 Such voluntary registration systems can help solve disputes over

ownership or creation, as well as facilitate financial transactions,
sales, and the assignment and/or transfer of rights.
 Industrial property
 Industrial property can usefully be divided into two main areas:
 trademarks
 (which distinguish the goods or services of one undertaking from

those of other undertakings) and
 geographical indications
 (which identify a good as originating in a place where a given

characteristic of the good is essentially attributable to its
geographical origin).
A trademark is a sign capable of distinguishing the

goods or services of one enterprise from those of
other enterprises.
 Trademarks are protected by intellectual property
rights.
What is a trademark?
 Trademarks
 A word or a combination of words, letters, and numerals

can perfectly constitute a trademark.
 But trademarks may also consist of drawings, symbols,
three-dimensional features such as the shape and
packaging of goods, non-visible signs such as sounds or
fragrances, or color shades used as distinguishing
features – the possibilities are almost limitless.
 Trademarks
 At the national/regional level, trademark protection can be obtained

through registration, by filing an application for registration with
the national/regional trademark office and paying the required fees.
 At the international level, you have two options:
 either you can file a trademark application with the trademark

office of each country in which you are seeking protection, or
 you can use WIPO’s Madrid System..

 Trademarks
 In principle, a trademark registration will confer an exclusive

right to the use of the registered trademark.
 This implies that the trademark can be exclusively used by its
owner, or licensed to another party for use in return for
payment.
 Registration provides legal certainty and reinforces the
position of the right holder, for example, in case of litigation.

Trademarks
 The term of trademark registration can vary, but is
usually ten years.
 It can be renewed indefinitely on payment of additional
fees.
 Trademark rights are private rights and protection is
enforced through court orders.
What is a geographical indication?

 Geographical indication
a sign used on products that have a specific geographical
origin and possess qualities or a reputation that are due
to that origin.
 In order to function as a GI, a sign must identify a
product as originating in a given place.
 Geographical indication
 In addition, the qualities, characteristics or reputation of
the product should be essentially due to the place of
origin.
 Since the qualities depend on the geographical place of
production, there is a clear link between the product and
its original place of production.
 The term “geographical indications”, in its broad sense,

includes a variety of concepts used in international
treaties and national/regional jurisdictions,
 such as: appellation of origin (AO),
 protected designation of origin (PDO) and
 protected geographical indication (PGI).
 For instance,
 “Geographical indication” is defined in the Agreement on
Trade-Related Aspects of Intellectual Property Rights
(TRIPS) and in the Geneva Act of the Lisbon Agreement on
Appellations of Origin and Geographical Indications.

 “Appellation of origin” is defined in the Lisbon

Agreement for the Protection of Appellations of Origin
and their International Registration and in the Geneva
Act of the Lisbon Agreement on Appellations of Origin
and Geographical Indications.
 “Protected Designation of Origin (PDO)” and
“Protected Geographical Indication (PGI)” are terms
used within the European Union.

 Geographical indications are typically used for

agricultural products, foodstuffs, wine and spirit
drinks, handicrafts, and industrial products.
 A geographical indication right
 A geographical indication right enables those who have the
right to use the indication to prevent its use by a third party
whose product does not conform to the applicable
standards.
 For example, in the jurisdictions in which the Darjeeling
geographical indication is protected, producers of Darjeeling tea can
exclude use of the term “Darjeeling” for tea not grown in their tea
gardens or not produced according to the standards set out in the code
of practice for the geographical indication.
 A geographical indication right

a protected geographical indication does not enable the
holder to prevent someone from making a product using
the same techniques as those set out in the standards for
that indication.
 Protection for a geographical indication is usually obtained
by acquiring a right over the sign that constitutes the
indication.
 There are four main ways to protect a geographical

indication:
 so-called sui generis systems (i.e. special regimes of
protection);
 Using collective or certification mark systems
 methods focusing on business practices, and
 unfair competition laws.
 Other types of industrial property are protected primarily
to stimulate innovation, design and the creation of
technology.
 In this category fall inventions
 patents,
 industrial designs and

 trade secrets.
What is a patent?
Patent
 Patent
 A patent is an exclusive right granted for an invention,

 which is a product or a process that provides,
 in general, a new way of doing something, or offers a new
technical solution to a problem.
 To get a patent, technical information about the invention
must be disclosed to the public in a patent application.
 In principle, the patent owner has the exclusive right to prevent

or stop others from commercially exploiting the patented
invention.
 In other words, patent protection means that the invention
cannot be commercially made, used, distributed, imported or
sold by others without the patent owner's consent.
 The protection is granted for a limited period, generally 20
years from the filing date of the application.
 Patents are territorial rights.

 In general, the exclusive rights are only applicable in the
country or region
 in which a patent has been filed and granted,
 in accordance with the law of that country or region.
What is an industrial design?

Industrial design
 Industrial design
 In a legal sense, an industrial design constitutes the
ornamental aspect of an article.
 An industrial design may consist of three dimensional
features, such as the shape of an article, or two
dimensional features, such as patterns, lines or color.
 In principle, the owner of a registered industrial design has
the right to prevent third parties from making, selling or
importing articles bearing or embodying a design which is
a copy, or substantially a copy, of the protected design,
when such acts are undertaken for commercial purposes.
 Industrial designs are applied to a wide variety of products of
industry and handicraft items:
 from packages and containers to furnishing and household goods,
 from lighting equipment to jewelry, and
 from electronic devices to textiles.
 Industrial designs may also be relevant to graphic symbols,
graphical user interfaces (GUI), and logos.
 In most countries, an industrial design needs to be
registered in order to be protected under industrial design
law as a “registered design”.
 In some countries, industrial designs are protected under
patent law as “design patents ”.
 Industrial design laws in some countries grant – without
registration – time- and scope limited protection to so-
called “unregistered industrial designs”.
 Depending on the particular national law and the kind
of design, industrial designs may also be protected as
works of art under copyright law.
What is a trade secret?

 Trade Secrets
 Trade secrets are intellectual property (IP) rights on
confidential information which may be sold or licensed.

Trade Secrets
In general, to qualify as a trade secret, the information must be:
commercially valuable because it is secret,
be known only to a limited group of persons,
and be subject to reasonable steps taken by the rightful holder of
the information
to keep it secret, including the use of confidentiality agreements
for business partners and employees.

Trade Secrets
 The unauthorized acquisition, use or disclosure of such
secret information in a manner contrary to honest
commercial practices by others is regarded as an
unfair practice and a violation of the trade secret
protection.
 Trade Secrets
 In general, any confidential business information
 which provides an enterprise a competitive edge and is
unknown to others may be protected as a trade secret.

Trade Secrets
 Trade secrets encompass both technical information,

such as information concerning manufacturing processes,
pharmaceutical test data, designs and drawings of
computer programs, and commercial information, such
as distribution methods, list of suppliers and clients, and
advertising strategies.
Trade Secrets
A trade secret may be also made up of a combination of
elements, each of which by itself is in the public domain, but
where the combination, which is kept secret, provides a
competitive advantage.
 Other examples of information that may be protected by trade
secrets include financial information, formulas and recipes and
source codes.
Protection of Trade Secrets

 Depending on the legal system,
 the legal protection of trade secrets forms part of the
general concept of protection against unfair
competition or is based on specific provisions or case
law on the protection of confidential information.
 The social purpose is to provide protection for the results
of investment in the development of new technology,
 thus giving the incentive and means to finance research
and development activities.
 A functioning intellectual property regime should also
facilitate the transfer of technology in the form of foreign
direct investment, joint ventures and licensing.
The international conventions
Law relating Intellectualrelating
PropertytoinIntellectual
Myanmar Property
 Paris Convention for the Protection of Industrial Property (1883)

 (first international convention dealing with intellectual property)
 Berne Convention for the Protection of Literary and Artistic
Works (1971)
 International Convention for the Protection of Performers,
Producers of Phonograms and Broadcasting Organizations (the
Rome Convention) (1961)
The international conventions
Law relating Intellectualrelating
PropertytoinIntellectual
Myanmar Property
 World Trade Organization (WTO) agreement on Trade-
Related Aspects of Intellectual Property Rights (TRIPS
Agreement) (1994)
 Patent Cooperation Treaty (PCT) (1970)
 the Madrid Agreement concerning the international
Registration of marks (1891)

The international conventions relating to Intellectual Property
 the Vienna Agreement Establishing an international
Classification of the Figurative Elements of Marks of June
12, 1973.
 Trademarks Registration Treaty, adopted by the Vienna
Diplomatic Conference in June 1978;
 Protocol Relating to the Madrid Agreement Concerning the
International Registration of Marks, 1989

Laws related to Intellectual Property Rights in Myanmar
 Penal Code (1860)

 Specific Relief Act (1877)
 Myanmar Merchandise Marks Act (1889)
 The Law Amending the Myanmar Merchandise Marks Act , 2013
Registration Act (1908)
 Private Industrial Enterprise Law
 Television and Video Law(1996)

 Motion Picture Law(1996)
 Anti-money Laundry Law(2014)
 Consumer Protection Law(2014)
 Competition Law(2015)
 Electronic Transactions Law (2004)
225
 Anti- Money Laundering Law (2014)
 a&S;a[mif;0wKÅyp©nf;rsm;xdef;odrf;apmifha&Smufa&;O
ya'(2015)
 National Food Law (1997)
 Computer Science Development Law (1996)
 Traditional Drug Law (1996)
 Science and Technology Development Law (1994)
 National Drug Law (1992) 226
Old Laws related to IP in Myanmar
Types of IP Substantive Law Related Laws
Trademark Nil -Penal Code

-Merchandise Marks Act
-Specific Relief Act
-Sea Customs Act
-Registration Act
Copyright Burma Copyright Act, 1914 -specific Relief Act
-Television and Video Law
-Motion Picture Law
Patent Nil -Patent and Design

(Emergency Provisions) Act
-specific Relief Act
Industrial Design Nil -Patent and Design

(Emergency Provisions) Act
-specific Relief Act
New Laws related to IP in Myanmar
 30th Jan 2019: New Trademark Law; Industrial

Design Law
 11th March 2019: New Patent Law
 24th May 2019: New Copyright Law

Business Law II (Pyinoo Lwin)

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Business Law II

Daw Ei Ei Win Shwe

 Myanmar Investment Law, 2016

 Myanmar Investment Law 2016 (“MIL”)

 Myanmar Investment Rules 2017 (“Rules”)

 Notification 13/2017 dated 1 April 2017 (Classification of

 Notification 15/2017 dated 10 April 2017 (List of Restricted

 Commission means the Myanmar Investment Commission formed under this

 Investor means a Myanmar Citizen investor or foreign investor who

 Investment means any assets owned or controlled by the investor in

 Direct Investment means an investment in which the investor has the

 Foreign Investment means any direct investment made by a foreign

 Exemption and relief means the exemptions and reliefs from

scrutinized and granted by the Commission based on application of

the investor for investments obtained a permit or an endorsement of

the Commission in accordance with this Law. Sec 2(v)

 (a) to develop responsible investment businesses which do not cause

 (b) to protect the investors and their investment businesses in

 (c) to create job opportunities for the people;

 (d) to develop human resources;

 (e) to develop high functioning production, service, and trading sectors.

 (f) to develop technology, agriculture, livestock and industrial sectors;

 (g) to develop various professional fields including infrastructure

 (h) to enable the citizens to be able to work alongside with the

 (i) to develop businesses and investment businesses that meet

 Formation of the Commission (Sec 6 to 13)

 (b) a vice-chairman appointed by the Government;

 (c) members appointed by the Government, who are suitable persons

 (d) a Secretary who is, the head of the Commission Office by

 The Government shall reconstitute the Commission within two months

 The Chairman of the Commission may assign any duty specified in

 Duties of the Commission (Sec 24)

 (a) carrying out the investment promotion activities of the Union;

 (b) performing as the department primarily responsible for coordinating

with investors and those who are interested to invest;

 (c) providing investment facilitation to investors and their investments;

 (d) advising investment policies to the Union Ministries, Region and

 Duties of the Commission (Sec 24)

 Duties of the Commission (Sec 24)

 The powers of the Commission (Sec 25 to 28)

 (b) stipulating, with the approval of the Government, the types of

 The powers of the Commission (Sec 25 to 28)

 (d) conducting the necessary scrutiny when completely submitting an

 (e) approving or refusing after scrutiny when applying for an extension

The powers of the Commission (Sec 25 to 28)

(f) asking, if required, the investor to submit documents or evidences

(h) scrutinizing, as required, and granting when applying to enjoy

The powers of the Commission (Sec 25 to 28)

 (k) undertaking necessary measures in order to successfully implement the

The powers of the Commission (Sec 25 to 28)

 (l) scrutinizing and granting appropriate periods for construction or preparation

 (n) in effectively implementing of this Law, establishing and managing a system

The powers of the Commission (Sec 25 to 28)

 The Commission may, in implementing its duties, open branch offices

Submission of Proposal (Sec 36)

 (a) investment businesses that are essential to the Union strategy;

 (b) large capital intensive investment projects;

 (d) investment businesses which use state-owned land and building ;

 (e) investment businesses which are designated by the government to require

Submission of Endorsement Application (Sec 37 to 39)

 No investor requires to submit a proposal to the Commission for other investment

 When submitting the endorsement application, all approvals or licenses or

 The Commission may accept after scrutinizing the endorsement application

Types of Investment Businesses (Sec 40)