Division 1: Name, commencement and definitions
1.Citation and commencement of this Law and definitions
(a)This Law shall be called Myanmar Companies Law.
(b)This Law commences on the date of notification determined by the President of the Union.
(c)In this Law, unless the context otherwise implies:
(i)“applicable law” means any law, regulation, rule, order, notification, directive or other authority or instrument having the force of law in the Union which may have an affect on the matter concerned;
(ii)“associate”:
(A)specifically, in relation to a company, means:
(I)a director or secretary of the company;
(II)a related body corporate;
(III)a director or secretary of a related body corporate; and
(IV)a person who controls the company, or who is controlled by the company; and
(B)generally, in relation to a person (including a company), means:
(I)a person in concert with whom the person is acting, or proposes to act in relation to the relevant matter;
(II)a person with whom the person is, or proposes to become, associated, whether formally or informally, in any other way in relation to the relevant matter; and
(III)a prescribed person in relation to the relevant matter,
but does not in any case include someone who may otherwise be considered an associate under paragraphs (A)(IV) or (B) merely because they:
(IV)give advice to the person, or act on the person’s behalf, in the proper performance of the functions attaching to a professional capacity or a business relationship; or
(V)have been appointed to as a proxy or representative of a person at a meeting of members, or of a class of members, of a company.
(iii)“authorised officer” means a person ordinarily resident in the Union who is appointed by an overseas corporation to act as its representative for the purpose of this Law;
(iv)“board” or “board of directors” mean in relation to a company or other body corporate mean directors of the company acting together as a board of directors (which will be the single director in the case of a single director company);
(v)“constitution” means the by-laws and regulations of a company as prepared or altered in accordance with the provisions of this Law;
(vi) “company” means a company incorporated and registered under this Law or an existing company;
(vii)“contributory” means every person liable to contribute to the assets of a company in the event of its being wound up, and, in all proceedings for determining and in all proceedings prior to the final determination of the persons who are to be deemed contributories, includes any person alleged to be a contributory;
(viii)“corporation” means a body corporate formed under a law other than this Law, including a law of a jurisdiction other than the Union, whether or not it is registered under this Law;
(ix)“Court” means the Court having jurisdiction under this Law;
(x)“debenture” means a security issued by a company to borrow money and includes debenture stock;
(xi)“director” of a company or other body corporate means:
(A)an individual person who is appointed to the position of director or is appointed to the position of alternate director and is acting in that capacity; or
(B)a person who, while not appointed to the position of director or alternate director:
(I) acts as if appointed in the position of director; or
(II)has wishes or provides instructions that the directors of the company or body are accustomed to acting in accordance with or who otherwise exercises or controls the exercise of powers which would fall to be exercised by the board.
Sub-section (B)(II) does not apply merely because the directors act on the advice of a person given in the proper performance of the person’s professional functions or due to a business relationship that the person has with the directors, company or body;
(xii)“existing company” means a company formed and registered under any repealed law;
(xiii) “financial assistance” includes the giving of financial assistance by means of the making of a loan, the giving of a guarantee, the provision of security, the release of an obligation or the release of a debt or otherwise;
(xiv)“foreign company” means a company incorporated in the Union in which an overseas corporation or other foreign person (or combination of them) owns or controls, directly or indirectly, an ownership interest of more than the prescribed ownership amount;
(xv)“holding company” in relation to a body corporate, means a body corporate of which the first body corporate is a subsidiary;
(xvi)“Ministry” means a Ministry of the Union or a successor body, or such other body as may be formed under an applicable law which is responsible for the administration of this Law and the implementation or supervision of the Registrar’s functions;
(xvii)“officer” of a company or a body corporate means a person who:
(A)makes, or participates in the making of decisions that affect the whole, or a substantial part, of the business of the company or body; or
(B)has the capacity to significantly affect the company’s or body’s financial standing;
(xviii)“option” means a right to acquire or dispose a share or security at an agreed price at a point in time;
(xix)“ordinarily resident” means a person who is a permanent resident of the Union under an applicable law or is resident in the Union for at least 183 days in each 12 month period commencing from:
(A)in the case of an existing company or a body corporate registered under a repealed law, the date of commencement of this Law; and
(B)in the case of any company or body corporate registered under this Law, the date of registration of the company or body corporate.
(xx)“ordinary resolution” means a resolution which has been passed by a simple majority of the votes of members entitled to vote as are present in person or by proxy (where allowed) at a general meeting of which notice specifying the intention to propose the resolution as an ordinary resolution has been duly given;
(xxi)“overseas corporation” means a body corporate that is incorporated outside the Union;
(xxii)“ownership interest” means a legal, equitable or prescribed interest in a company which may arise though means including:
(A)a direct shareholding in the company;
(B)a direct or indirect shareholding in another company which itself holds a direct shareholding, or an indirect shareholding, in the first company; or
(C)through an agreement which provides the holder with a direct or indirect right to exercise control over the voting rights which may be cast on any resolution of the company;
(xxiii)“prescribed” means prescribed by or in a regulation, rule, order, notification, directive, table or form made under this Law;
(xxiv)“prescribed ownership amount” means the amount, expressed as a percentage, prescribed by the Union Minister in consultation with relevant government departments and businesses associations and with the approval of the Union Government;
(xxv)“previous law” means the Myanmar Companies Act 1914;
(xxvi)“private company” means a company incorporated under this Law or under any repealed law which must:
(A)limit the number of its members to fifty not including persons who are in the employment of the company; and
(B)not issue any invitation to the public to subscribe for the shares, debentures or other securities of the company;
Provided that where two or more persons hold one or more shares in a company jointly they shall, for the purposes of this definition, be treated as a single member;
(xxvii) “prospectus” means any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase any shares or debentures or other securities of a company, but shall not include any trade advertisement which shows only that a formal prospectus has been prepared and filed;
(xxviii)“public company” means a company incorporated under this Law, or under any repealed law, which is not a private company;
(xxix) “registrable interests” means any securities for which a company maintains a register in accordance with Division 13;
(xxx) “Registrar” means the Directorate of Investment and Company Administration, its successor, or such other Union level body or person as may be appointed to perform under this Law the duty of registration of companies and exercise the other powers and perform the other functions and duties assigned to the Registrar under this Law or other applicable law;
(xxxi)“related body corporate” of a body corporate (which includes a company) means:
(A)a holding company of the body corporate;
(B)a subsidiary of the body corporate; or
(C)a subsidiary of a holding company of the body corporate;
(xxxii)“related party” means:
(A)in relation to a body corporate, a person which controls the body corporate; and
(B)in relation to a person (including a body corporate):
(I)an associate of the person (other than a related body corporate of the person);
(II)a spouse, parent or child of an associate of the person; and
(III)a body corporate controlled by any of the persons referred to in sub-section (A) or 1(c)(xxxii)(B)(I) and (II) above.
(xxxiii) “scheduled bank” means a bank authorized or permitted under the Financial Institutions Law 2016 or other applicable law to perform the relevant act or function;
(xxxiv)“security interest” means a charge, lien, mortgage or pledge or any other form of security interest prescribed or recognized under this Law or other applicable law;
(xxxv)“share” means a share in the share capital of the company;
(xxxvi)“signature” means in relation to any document to be submitted to or produced by the Registrar, a tangible indication of assent to the document to which it is attached, which need not be an original ink signature on paper and may consist of entry of the signer’s name in an electronic form by a method deemed acceptable by the Registrar. In this Law, a reference to any document to be submitted to or produced by the Registrar being signed includes a reference to signature by such method;
(xxxvii)“small company” means a company, other than a public company or subsidiary of a public company, which satisfies the following conditions:
(A)it and its subsidiaries have no more than 30 employees (or such other number as may be prescribed under this Law); and
(B)it and its subsidiaries had annual revenue in the prior financial year of less than 50,000,000 Kyats in aggregate (or such other amount as may be prescribed under this Law);
(xxxviii)“solvency test” means that:
(A)the company is able to pay its debts as they become due in the normal course of business; and
(B)the company’s assets exceed its liabilities,
in each case as determined in accordance with the accounting standards applicable to such companies or prescribed from time to time;
(xxxix)“special resolution” means a resolution which has been passed by a majority of not less than three-fourths of the votes of members entitled to vote as are present in person or by proxy (where allowed) at a general meeting of which notice
specifying the intention to propose the resolution as a special resolution has been duly given;
(xl)“subsidiary” means:
(A)a company in which another company:
(I)controls the composition of the board of the first-mentioned company;
(II)is in a position to exercise, or control the exercise of, more than one-half the maximum number of votes that can be exercised at a meeting of the first-mentioned company;
(III)holds more than one-half of the issued shares of the first-mentioned company, other than shares that carry no right to participate beyond a specified amount in a distribution of either profits or capital; or
(IV)is entitled to receive more than one-half of every dividend paid on shares issued by the first-mentioned company, other than shares that carry no right to participate beyond a specified amount in a distribution of either profits or capital; and
(B)a subsidiary of the first-mentioned company will also be a subsidiary of the second-mentioned company;
(xli)“transition period” means the period of 12 months from the date of commencement of this Law;
(xlii)“ultimate holding company”, in relation to a body corporate, means a body corporate that is a holding company of the first-mentioned body corporate and is itself not a subsidiary of any body corporate;
(xliii)“Union” means the Republic of the Union of Myanmar;
(xliv)“Union Minister” means a Union Minister (or such other person who holds an office of an equivalent level) whose responsibilities include the administration of this Law and the supervision of the Registrar.
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