THE Directorate of Investment and Company Administration (DICA) released a directive 106/2025 on 1 September that companies and institutions are asked to abide by orders, directives and notifications of the Registrar.
Under Section 462 (a) (ii) of the Myanmar Companies Law, the DICA director-general releases notifications, orders, directives, rules and regulations, outlines and stipulated forms mandating compliance for registered companies and institutions, in exercise of the power conferred by Section 1 (C) (31) of the Myanmar Companies Law.
Registered companies and institutions are responsible for compliance with the Myanmar Companies Law, rules, regulations and Registrar’s order, directives and notifications according to the Myanmar Companies Law. Companies need to send an email attached with the necessary documents (Annual Return) to the Registrar within two months of incorporation, according to Section 97 of the Myanmar Companies Law. The documents include company’s bank account, the relevant township police verification certificate for the present address of the company that must not differ from the registered address and Immigration Form C if the company’s director is a foreigner according to the Registration of the Foreigners Rules 1948, police verification of the addresses of the company’s board of directors which must be exact address filled in the registration and relevant documents for legal person or legal institution.
Companies’ directors must notify the change in the ownership of the company’s shares through the email address declared by the DICA. According to Section 83 of the Myanmar Companies Law, changing the ownership of shares needs the approval of the board of directors and the signatures of both the recipient of shares to legally own shares and the previous shareholder who transfers the rights. Copies of the agreement contract, charged with stamp duty and relevant documents need to be submitted to the Registrar. To change a company director, a citizenship scrutiny card, a copy of the passport, board resolutions according to Section 173 of the Myanmar Companies Law, document signed by the entity itself for voluntary resignation or appointment of a director within a statutory timeframe. For the termination of the company director, a relevant reason must be provided according to Section 178 of the Law.
The Registrar will check the mandatory compliance of the public companies. The statement highlighted that public companies should be established only when they are committed to strictly abide by the rules and regulations.
The Registrar registers the companies and associations. Those business entities and institutions need to strictly adhere to the law, rules, directives and regulations of the ministries concerned. The Registrar will proceed to take action upon the non-compliance notice of the respective ministries.
The statement revealed that the companies and representatives of the companies will face legal actions for non-compliance with the Myanmar Companies Law and the existing laws, and involvement in another business entity. Furthermore, inspections of anti-money laundering and countering the financing of terrorism (AML/ CFT) will be undertaken.
DICA will inspect the Director of the new company to determine whether they are obliged to run the businesses under the Myanmar Companies Law and the existing laws before registration. Thus, the new incorporation must provide the necessary documents to the Registrar and act accordingly. — NN/KK
