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Foreign Lending and Security in Myanmar: Overview and the Latest Updates

Foreign Lending and Security in Myanmar: Overview and the Latest Updates

January 17, 2017

Slowly but surely, experience is building up with respect to project finance and international corporate finance for companies and projects in Myanmar. With the many different deals that we have completed, we prepared a quick overview of the key things to know. We also touch upon some of the remaining hot issues.

Highlights of this note

  • Legal framework for loans and security
  • Government approvals needed for foreign loans
  • Main types of borrowers corporate security providers
  • Frequently used types of commercial security and contractual comforts
  • Stamp duty implications in connection with secured interests and contractual comforts
  • Security per type of asset
  • Internal approvals required for granting security rights
  • Registration and perfection of security
  • Prohibitions on providing financial assistance
  • Insolvency risk periods
  • Enforcement of security rights
  • Priority of secured creditors in the event of insolvency
  • Choice of governing law
  • Existence of a trust or equivalent concept
  • Exchange control on remittances
  • Withholding tax (“WHT”)


Edwin is the senior partner of VDB Loi and a leading foreign legal advisor living in Myanmar since 2012. A frequent advisor to the Government on transactions and privatizations in energy, transportation and telecom, he is widely recognized for his “vast knowledge” (Legal 500) and his ability “to get difficult things through the bureaucracy ” (Chambers, 2016). He advises international financial institutions on their largest Myanmar transactions, oil and gas supermajors, a greenfield multi- billion US$ telecom project and the Japanese Government on the Thilawa SEZ. He assisted two newly licensed foreign banks setup in Myanmar, acted for the sponsor of an 800MUS$ urban infrastructure PPP project and worked on 6 out of 7 power deals inked in 2016.
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Jeffrey is a Senior Counsel on the Banking and Finance team. He has extensive multi-jurisdictional experience advising developers and lenders on real estate projects. Jeff advises the likes of IFC, ADB, and a wide range of commercial banks including ICBC, OCBC, Maybank, and Bangkok Bank, as well as local and international real estate developers. Jeff is qualified in British Colombia, Canada.

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