Division 31: Miscellaneous provisions
463. Power to issue regulations, notifications and guidelines
(a)Without limiting any provision of or power held by any person under this Law or other applicable Law:
(i)the Ministry may, with the approval of the Union Government, issue regulations, rules, or by-laws for the proper and efficient implementation, administration and enforcement of this Law;
(ii)the Registrar may issue notifications, orders, directives and procedures, guidelines, tables and forms for the proper and efficient implementation, administration and enforcement of this Law; and
(iii)the Ministry and the Registrar may, in exercising their powers under sub-sections (a)(i) and (ii), consult with relevant business associations.
(b)Every regulation, rule, by-law, notification, order, directive, or procedure made under sub-section (a) shall be published in the Gazette, and on such publication shall have effect as if enacted in this Law.
464.Power to form specialist courts, tribunals, commissions and committees
(a)The Ministry may, with the approval of the Union Government, issue any necessary regulations, rules, orders, notifications and directives for the establishment of tribunals, commissions or committees to assist with the administration and operation of this Law. Such necessary regulations, rules, orders, notifications and directives must not be inconsistent with this Law but may include, without limitation, provisions regarding:
(i)the powers, duties, functions and procedures of the tribunal, commission or committee, including the orders which may be made by the tribunal, commission or committee (which may not exceed any powers, duties and functions conferred on the Court pursuant to this or other applicable law);
(ii)any general or specific elements of this Law which are to be within the scope of the tribunal, commission or committee to consider or determine and processes for the review or appeal of decisions of the tribunal, commission or committee;
(iii)the number of members or commissioners and qualifications of the tribunal, commission or committee members;
(iv)procedures for the appointment, removal or suspension of members of the tribunal, commission or committee and the filling of any vacancies;
(v)the terms of engagement or employment of any members, commissioners or employees of the tribunal, commission or committee;
(vi)the term of the tribunal, commission or committee, including temporary, permanent or ad-hoc nature of the tribunal, commission or committee; and
(vii)the funding of the tribunal, commission or committee and the capacity of the tribunal, commission or committee to levy fees and impose charges, fines or penalties.
(b)Subject to other applicable laws, the Ministry may also, with the consent of the Union Government, and in coordination with the Supreme Court and, propose the establishment of a specialist court to assist with the administration and operation of this Law.
465. Provisions relating to foreign companies
The provisions of this Law relating to foreign companies shall not affect the operation of any provision of the Transfer of Immovable Property Restrictions Law 1987.
Division 32: Savings and transitional provisions
466. Provisions regarding the previous law
(a)The previous law, including the schedules, is repealed upon commencement of this Law.
(b)Following its repeal, anything done or in process under the previous law shall be taken to be done or in process under this Law, subject to, and as further provided by this Division.
467. Saving of pending proceedings for winding up
The provisions of this Law with respect to winding up shall not apply to any company of which the winding up has commenced before the commencement of this Law, but every such company shall be wound up in the same manner and with the same incidents as if this Law had not been passed.
468. Saving of documents
Every instrument of transfer or other document made before the commencement of this Law, in pursuance of any enactment hereby repealed, shall be of the same force as if this Law had not been passed, and for the purposes of that instrument or document the repealed enactment shall be deemed to remain in full force.
469.Former registration offices, registers, and Registrars continued
(a)The offices existing at the commencement of this Law for registration of companies shall be continued as if they had been established under this Law.
(b)Registers of companies kept in any such existing offices shall respectively be deemed part of the registers of companies to be kept under this Law.
(c)The existing Registrar, and officers in those offices shall, hold the offices held by them, but subject to any regulations of the Ministry with regard to the execution of their duties.
470. Existing registered companies to be registered
Subject to section 421(d), if a company or other entity was registered under the previous law and that registration was still in force immediately before the commencement of this Law, the registration of the company or other entity has effect (and may be dealt with) after the
commencement as if it were a registration of the company or other entity of the corresponding type under Part II of this Law.
471. Applications in process
(a)An application for the registration of a company or other entity made under the previous law but not completed by the commencement of this Law will be, unless withdrawn by the applicant, taken to be an application made under this Law.
(b)The applicant may request, or the Registrar may require, changes to the application referred to in sub-section (a) where necessary or desirable to meet the application requirements under this Law.
472.Repeal of certain existing Regulations and continued effect of others
(a)Rules 8 to 30 (inclusive) of the Myanmar Companies Rules 1940 and Forms 1 to 9 (inclusive) in the Schedule of Forms of the Myanmar Companies Rules 1940 are repealed upon the commencement of this Law.
(b)The Myanmar Companies Regulations 1957 are repealed upon the commencement of this Law.
(c)Except as provided in sub-sections (a) and (b), the regulations that were made for the purposes of provisions of the previous law that substantially correspond to provisions of this Law and that were in force and applied immediately before the commencement of this Law continue to have effect (and may be dealt with), with all the necessary changes, after the commencement as if:
(i) they were regulations in force under section 476 of this Law; and
(ii)they were made for the purposes of the corresponding provisions of this Law.
473. Things done under corresponding provisions continue to have effect
Without limiting any other provisions of this Division, anything that:
(a)was done before the commencement of this Law by, under, or for the purposes of, a provision of the previous law that substantially corresponds to a provision of this Law; and
(b)had an ongoing relevance immediately before the commencement of this Law for the purposes of the previous law,
has effect (and may be dealt with) after the commencement of this Law as if it were done by, under, or for the purposes of, the corresponding provision of this Law.
474. Preservation of accrued rights
Without limiting any other provisions of this Division, if prior to the commencement of this Law a person had acquired, accrued or incurred a right or liability under a provision of the previous law (other than pursuant to a court order) that substantially corresponds to a provision of this Law, that right or liability is deemed to continue under the substantially corresponding provision of this Law as if that provision applied to the conduct or circumstances that gave rise to the right or liability.
475. References to previous law in instruments
(a)Subject to sub-section (b), a reference to the previous law, or a provision or term of the previous law that substantially corresponds to a provision or term of this Law, in any applicable law shall be taken following the commencement of this Law to be or include a reference to this Law (or the substantially corresponding provision or term of this Law).
(b)Regulations made under this Law may provide that sub-section (a) does not apply in relation to prescribed references in prescribed applicable laws.
476. Making of transitional regulations
(a)The regulations made under this Law may deal with matters of a savings or transitional nature relating to the transition from the application of provisions of the previous law to the application of provisions of this law. The regulations have effect despite anything else in this Division.
(b)Without limiting sub-section (a), the regulations may provide for a matter to be dealt with, wholly or partly, in any of the following ways:
(i)by applying (with or without modifications) to the matter:
(A)provisions of the previous law, as in force immediately before the commencement of this Law or at some earlier time;
(B)provisions of this Law; or
(C)a combination of provisions referred to in sub-sections (A) and (B);
(ii)by otherwise specifying rules for dealing with the matter; or
(iii)by specifying a particular consequence of the matter, or of an outcome of the matter, for the purposes of this Law.
(c)The regulations may provide that certain provisions of this Division are taken to be modified as set out in the regulations. Those provisions then have effect as if they were so modified.
477. Repeal of the Special Company Act 1950
(a)The Special Company Act 1950 is, and all notifications, rules, orders and subordinate instruments made under it are, repealed upon the commencement of this Law.
(b)Sub-section (a) does not affect the status of any corporation formed as a “Special Company” under the Special Company Act 1950.
(c)Sub-section (b) is without prejudice to Division 9 of this Law which provides that corporations formed under the Special Company Act 1950 shall be registered under this Law.
478. Termination of Managing Agent arrangements
(a)Following the commencement of this Law a company may no longer appoint a managing agent and, subject to sub-section (b), any arrangements in effect whereby a managing agent has been appointed are deemed to be terminated upon the commencement of this
Law and any such managing agent will thereafter be deemed to be a director of the company.
(b)Any company which has a managing agent at the time of commencement of this Law, and any such managing agent, may apply to the Union Minister for temporary relief from the operation of sub-section (a) to enable the managing agent arrangement to continue until a time no longer than the end of the transition period. The application must be made within 28 days of commencement of the Law.
(c)On an application under sub-section (b) the Union Minister may make such determination as the Union Minister thinks is in the best interests of the company.
(d)No compensation will be payable to any managing agent in connection with the operation of this section, provided that any accrued sums which may be payable to the managing agent upon the commencement of this Law will remain payable.
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