Annual maintenance – Myanmar
Working in cooperation with local company Myanmar Corporate Services, Charltons provides company secretarial services to foreign companies who have established operations in Myanmar or operate a Myanmar company. Set out below are some of the key Myanmar filing requirements our Yangon corporate services team advises on:-
Annual maintenance filings
A limited company in Myanmar, a Myanmar company, is required to ensure that statutory returns are filed timely in accordance with the Myanmar Companies Act 1914 (Myanmar companies act). Penalties will be imposed on the company and its officers for any non-compliance with the filing requirements.
The ongoing obligations, including the major filings required to be made by a Myanmar limited company, are set out below:
Maintenance of a registered office
Every Myanmar company must maintain a registered office in Myanmar to which all communications and notices may be addressed. A notice stating the address of the initial registered office is required to be provided to the Directorate of Investment and Company Adminsitration (DICA) when the company files its incorporation documents.
The Myanmar companies act requires that a notice must be given to the DICA by the company within 28 days of any subsequent changes of its registered office address.
The minimum number of directors of a private company and a public company in Myanmar is 2 and 7 respectively. The Myanmar companies act requires a return of particulars of directors, managers and managing agents and any changes of such particulars be lodged with the DICA no later than 14 days of the relevant appointment or changes.
Allotment of shares
Every Myanmar company alloting shares is required to file a return of the allotments within 1 month of the date of allotment, stating the number of nominal amount of the shares comprised in the allotment, the information of the allottees and the amount (if any) paid or due and payable on each share.
Annual general meeting (AGM) and filing of annual return
Every Myanmar incorporated company must hold an AGM once in every calendar year laying its audited documents before its shareholders. A newly incorporated Myanmar company is required to hold its first AGM within 18 months of incorporation. Subsequent AGMs must be held once in every calendar year and not more than 15 months after the last general meeting. The interval between the date of the financial year on which audited accounts are made up and the date of the AGM must not be more than 9 months.
If a meeting has not been held within the required timeframe, the company and every director or manager of the company who is knowingly and willfully a party to the default shall be liable to a fine stipulated under the Myanmar companies act.
Within 21 days after an AGM has taken place, all companies are required to file an annual return together with its annual audited accounts.
Extraodinary and special resolutions
Every Myanmar incorporated company is required to lodge a copy of every extraordinary and special resolution certified by an officer of the company with the DICA no later than 15 days from the date of the passing of resolution.
Statements, books and accounts
The Myanmar companies act requires every Myanmar incorporated company to maintain proper books of accounts which have to be kept at the registered office of the Myanmar company.
Please refer to our guide “Doing Business in Myanmar” for more information.