Division 28: The Registrar, registration office, registration of documents, powers of inspection and fees and removal of companies from the register
419. The Registrar
(a)On the commencement of this Law, the Directorate of Investment and Company Administration (and any successor agency) shall have the powers, and perform the functions and duties, of the Registrar.
(b)The Registrar shall have such other powers, functions and duties as may be prescribed from time to time in or under this Law and any other applicable law, and have power to do whatever is necessary for or in connection with, or incidental to, the exercise or performance of its powers, functions and duties.
(c)The Union Minister may direct the Registrar in relation to the exercise or performance of its powers, functions and duties.
(d)Without limiting any of sub-sections (a) to (c) the Registrar will have the power to issue guidance as to the operation of the Law, of either a general or specific nature.
(e)For so long as the Directorate of Investment and Company Administration (or any successor agency) is assigned the role of Registrar, the person holding the office of Director General of the Directorate for Investments and Company Administration (or equivalent office howsoever named) may exercise the powers, and perform the duties and functions of the Registrar, including the power to delegate any of those powers, duties and functions to any other officer or employee of the Directorate of Investments and Company Administration (or any successor agency), with any such delegation being subject to the control of the Director General.
(f)This section does not limit any other way in which the Registrar may be appointed, or in which the Registrar’s powers may be delegated, under an applicable law.
420. Registration offices
(a)For the purposes of the registration of companies under this Law, there shall be offices at such places as the Union Minister thinks fit, and no company shall be registered except at such an office.
(b)The Union Minister may direct a seal or seals to be prepared for the authentication of documents required for or connected with the registration of companies.
421. Maintenance and inspection of registers and records
(a)The Registrar must establish, keep and maintain all registers required to be maintained by it under this Law and all records filed with it under this Law.
(b)The Registrar must perform the duties referred to in sub-section (a) in the manner it thinks fit, including by establishing systems and processes for the electronic authentication, submission, filing, storage and maintenance of records and registers and for communicating with all body corporates which may be registered under this Law. This sub-section applies without limitation to the power to regulate such matters under this or any other applicable law.
(c)Without prejudice to sub-section (g), neither registration, nor refusal of registration, of a document by the Registrar affects, or creates a presumption as to, the validity or invalidity of the document or the correctness or otherwise of the information contained in it.
(d)Without limiting any other relevant powers, the Union Minister may prescribe any regulation, rule, order or notification necessary or convenient to give effect to the matters contemplated by sub-sections (a) and (b), particularly regarding the development of systems for the electronic registration of documents and electronic communications between the Registrar and bodies corporate registered under this Law. This may include prescriptions requiring the re-registration of any bodies corporate registered under this Law or for fees payable in connection with the operation of an electronic register, which may be different to the fees prescribed for equivalent registration actions by non-electronic means.
(e)Any person may inspect the registers and records kept by the Registrar on payment of such fees as may be prescribed by the Union Minister (if any).
(f)Any person may require a copy of the certificate of the incorporation of any company, or extract of any other document or any part of any other document required by this Law to be filed with the Registrar and kept with the records of a company, to be certified by the Registrar on payment for the certificate, certified copy or extract, of such fees as prescribed by the Union Minister.
(g)Except in the case of manifest error and subject to the rectification procedures in sections 422 and 423 a document certified and issued by the Registrar under sub-section (f) shall in any proceedings be admissible in evidence as of equal validity with the original document.
422.Rectification or correction of register
(a)The Registrar may:
(i)on the application of any person, rectify a Register maintained by it under this Law if the Registrar is satisfied that any information has been wrongly entered in, or omitted from, the Register;
(ii)if it appears to the Registrar that any particulars have been incorrectly entered in the Register due to a clerical error by the Registrar, correct those particulars; or
(iii)on the application of any person, if it appears to the Registrar, following consultation with a company, that any particulars have been incorrectly entered in a Register maintained by a company due to a clerical error by the company, and the correction of such error would not be likely to prejudice any person, direct the company to correct those particulars on the Register maintained by it.
(b)Before the Registrar rectifies a Register under sub-section (a)(i), the Registrar must:
(i)give written notice to the company that an application has been made to rectify the Register in relation to that company (including details of that application);
(ii)where the application has been made in relation to the registration of mortgages or charges, give written notice to the mortgagee or chargee that an application has been made to rectify the Register in relation to that company (including details of that application); and
(iii)give public notice setting out:
(A)the name of the applicant;
(B)the name of the company;
(C)the reasons for and details of the changes sought to be made to the register; and
(D)the date by which a written objection to the proposed rectification must be delivered to the Registrar, being a date not less than 28 days after the date of the notice.
(c)Any person may deliver to the Registrar, not later than the date specified in accordance with sub-section (b)(iii)(D), a written objection to a proposed rectification of the register, and the Registrar must give a copy of the objection to the applicant for the rectification of the register.
(d)The Registrar must not rectify the Register pursuant to sub-section (a)(i) if the Registrar receives a written objection to the proposed rectification by the date specified unless the Registrar is satisfied that the objection has been withdrawn.
423. Powers of Court
(a)If an objection to a proposed rectification is received by the Registrar under sub-section 422(c), the applicant for the rectification of the Register may apply to the Court for an order for rectification.
(b)If an application for an order is made under sub-section (a):
(i)the applicant must, as soon as practicable, serve notice of the application on the Registrar; and
(ii)the Registrar may appear and be heard in relation to the application.
(c)On an application for an order under sub-section (a), the Court may, if it is satisfied that any information has been wrongly entered in, or omitted from, the register, make an order that the Register be rectified.
424. Form for documents to be lodged with Registrar
(a)A document that this Law requires to be lodged with the Registrar in a prescribed form must:
(i)if a form for the document is prescribed in a regulation, rule or notification made under this Law:
(A)be in the prescribed form;
(B)include the information, statements, explanations or other matters required by the form; and
(C)be accompanied by any other material required by the form; or
(ii)if a form for the document is not prescribed in a regulation, rule or notification but the Registrar has approved a form for the document:
(A)be in the approved form;
(B)include the information, statements, explanations or other matters required by the form; and
(C)be accompanied by any other material required by the form.
(b)A reference in this Law to a document that has been filed includes a reference to any other document or material filed with the document as required by the relevant form.
(c)If:
(i) this Law requires a document to be filed with the Registrar in a prescribed form; and
(ii)a provision of this Law either specifies, or provides for regulations, rules or notifications to specify, information, statements, explanations or other matters that must be included in the document, or other material that must accompany the document;
that other provision is not taken to exclude or limit the operation of sub-section (a) in relation to the prescribed form (and so the prescribed form may also require information etc. to be included in the form or material to accompany the form).
425.Registration of documents
(a)On receipt of a document for inclusion on a Register maintained under this Law, the Registrar must:
(i)subject to sub-section (b), register the document in the applicable Register; and
(ii)in the case of a document that is not an annual return, give written advice of the registration to the person from whom the document was received.
(b)If a document received by the Registrar for registration under this Law:
(i) is not in the prescribed form, if any;
(ii)does not comply with this Law or regulations, rules or notifications made under this Law;
(iii)is not printed or typewritten;
(iv)where the Register is kept wholly or partly electronically, is not in a form that enables particulars to be entered directly by electronic means;
(v)has not been properly completed; or
(vi)contains material that is not clearly legible:
the Registrar may refuse to register the document, and in that event, must request either:
(A)that the document be appropriately amended or completed and submitted for registration again; or
(B)that a fresh document be submitted in its place.
426. Registrar’s powers of inspection
(a)Without limiting powers available to any Union Minister, agency or authority or like person or body under an applicable law, the Registrar may:
(i) for the purpose of:
(A)ascertaining whether a company or a director of a company is complying, or has complied, with this Law;
(B)ascertaining whether the Registrar should exercise any of the Registrars rights or powers under this Law; or
(C)detecting offences against this Law; and
(ii)if, in the Registrar’s opinion, it is in the public interest to do so, do any of the following:
(A)require a person to produce for inspection relevant documents within that person’s possession or control;
(B)inspect and take copies of relevant documents;
(C)take possession of relevant documents and remove them from the place where they are kept, and retain them for a reasonable time, for the purpose of taking copies; or
(D)retain relevant documents for a period which is, in all the circumstances reasonable, if there are reasonable grounds for believing that they are evidence of the commission of an offence.
(b)The Registrar must consult with the Central Bank of Myanmar before exercising any of the powers conferred by sub-section (a) if the purpose of exercising the power relates to a company that is a scheduled bank or other bank or financial institution which is under the supervision of the Central Bank of Myanmar under an applicable law.
(c)A person must not obstruct or hinder the Registrar or a person authorised by the Registrar while exercising a power conferred by sub-section (a).
(d)If, following the taking of any action under sub-section (a), the Registrar considers that a prosecution ought to be instituted, the Registrar shall seek the advice of the Union Attorney-General’s Office and if the Registrar considers appropriate following such advice, he shall institute proceedings. This sub-section applies without limiting any other powers the Registrar may have under this Law in relation to the matter.
427. Any person who knowingly and wilfully:
(a)fails to comply with a requirement under sub-section 426(a)(ii)(A); or
(b)acts in contravention of sub-section 426(c):
shall be liable in respect of each offence to a fine of 10,000,000 kyats.
428. Appeals from Registrar’s decisions
(a)A person who is aggrieved by a decision of the Registrar under this Law may appeal to the Union Minister within 28 days after the date of notification of the decision.
(b)The aggrieved person may, if not satisfied with a decision of the Union Minister on an appeal under sub-section (a), further appeal to the Court within 28 days after the date of notification of the decision or within such further time as the Court may allow.
(c)On hearing the appeal, the court may approve the Registrar’s decision or may give such directions or make such determination in the matter as the Court thinks fit.
429. Fees
(a)There shall be paid to the Registrar in respect of the matters for which fees are payable to the Registrar under this Law such fees as may be prescribed by the Union Minister.
(b)All fees paid to the Registrar in pursuance of this Law shall be accounted for to the budget of the Union.
430. Submission of returns and documents to Registrar
(a)If a company, having made default in complying with any provision of this Law which requires it to file with, deliver or send to the Registrar any return, account or other document, or to give notice to him of any matter, fails to make good the default within 21 days after the service of a notice on the company requiring it to do so, the Court may, on an application made to the Court by any member or creditor of the company or by the Registrar, make an order directing the company and any officer thereof to make good the default within such time as may be specified in the order.
(b)Any such order may provide that all costs of and incidental to the application shall be borne by the company or by any officers of the company responsible for the default.
(c)Nothing in this section shall be taken to prejudice the operation of any provision of this Law or other enactment imposing penalties on a company or its officers in respect of any such default as aforesaid, or limiting any other actions which the Registrar may take in relation to the failure of any company or other person to comply with this Law.
(d)If a company makes default in filing an annual return required under section 97, or where the Registrar reasonably believes that any document submitted to it is fraudulent or contains a false declaration or information which could cause material damage to the
interests of the company, its creditors or the public, the Registrar may give notice to the company that it intends to suspend the company’s registration, and such suspension will take effect within 28 days unless the company makes good the default, including by the payment of any outstanding fees and prescribed penalties.
(e)Following any such suspension under sub-section (d) the Registrar must, on the application of a company that:
(i)has been suspended for the failure to file an annual return, revoke the suspension and restore the company to the register, if the application is accompanied by all outstanding annual returns and associated filing fees, and any prescribed late filing fee or penalty for each outstanding annual return; or
(ii)has been suspended for submitting a document which is fraudulent or contains a false declaration or information which could cause material damage to the interests of the company, revoke the suspension and restore the company to the register, if the application is accompanied by documents which have been corrected and contain accurate information to the reasonable satisfaction of the Registrar, together with associated filing fees, and any prescribed late filing fee or penalty for each outstanding document.
(f)If the suspension has not been revoked within six months from the date that the suspension of registration took effect under sub-section (d), the Registrar may, unless cause to the contrary is previously shown by the company, strike its name off the register, and shall publish notice thereof in the Gazette, and, on the publication in the Gazette of this notice, the company shall be dissolved: Provided that the liability (if any) of every director and member of the company shall continue and may be enforced as if the company had not been dissolved.
(g)If a company or any member or creditor thereof feels aggrieved by the company having been struck off the register, the Court, on the application of the company or member or creditor, may, if satisfied that the company was at the time of the striking off carrying on business or in operation, or otherwise that it is just that the company be restored to the register, order the name of the company to be restored to the register, and thereupon the company shall be deemed to have continued in existence as if its name had not been struck off; and the Court may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position, as nearly as may be, as if the name of the company had not been struck off.
(h)Sub-section (d) applies without limitation to any other provisions of this Law, including the Registrar’s powers to inspect documents, make investigations, seek the striking off of a defunct company, issue a penalty notice or intervene or seek to initiate proceedings or have orders given against a company (including for its winding up and deregistration) or any relevant person as provided by the Law.
431. Registrar may strike defunct company off register
(a)Where the Registrar has reasonable cause to believe that a company is not carrying on business, the Registrar shall send to the company by post, or by electronic or other means, a notice inquiring whether the company is carrying on business.
(b)If the Registrar does not within 28 days of sending the notice receive any answer thereto, the Registrar shall send to the company by any means referred to in sub-section (a), a further notice referring to the first notice, and stating that no answer thereto has been received and that, if an answer is not received to the further notice within 28 days from the date thereof, a notice will be published in the Gazette with a view to striking the name of the company off the register.
(c)If the Registrar either receives an answer from the company to the effect that it is not carrying on business, or does not within 28 days after sending the second notice receive any answer, he may publish in the Gazette, and send to the company by any means referred to in sub-section (a) a notice that, at the expiration of 60 days from the date of that notice, the name of the company mentioned therein will, unless cause is shown to the contrary, be struck off the Register and the company will be dissolved.
(d)If, in any case where a company is being wound up, the Registrar has reasonable cause to believe either that no liquidator is acting or that the affairs of the company are fully wound up, and the returns required to be made by the liquidator have not been made for a period of six consecutive months after notice by the Registrar demanding the returns has been sent by any means referred to in sub-section (a), to the company, or to the liquidator at his last known place of business, the Registrar may publish in the Gazette and send to the company a like notice as is provided in sub-section (c).
(e)At the expiration of the time mentioned in the notice the Registrar must, unless cause to the contrary is previously shown by the company, strike its name off the register, and the company shall be dissolved:
Provided that the liability (if any) of every director and member of the company shall continue and may be enforced as if the company had not been dissolved.
(f)If a company or any member or creditor thereof feels aggrieved by the company having been struck off the register, the Court, on the application of the company or member or creditor, may, if satisfied that the company was at the time of the striking off carrying on business, or otherwise that it is just that the company be restored to the register, order the name of the company to be restored to the register, and thereupon the company shall be deemed to have continued in existence as if its name had not been struck off; and the Court may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position, as nearly as may be, as if the name of the company had not been struck off.
(g)A notice under this section may be sent to the company at its registered office, or by electronic means as notified by the company to the Registrar, or by advertisement in a daily newspaper circulating generally in the Union, or by any other means or to the care of some director, or other officer of the company, or, if there is no director, or other officer of the company whose name and address are known to the Registrar, may be sent to each of the persons who are named as members of the company in the application for incorporation of the company, addressed to them at the address mentioned in the constitution.
(h)This section applies without limitation to the Registrar’s powers under section 430(d) or any other relevant power conferred by this Law.
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