New Requirements for the First Annual Return of a Newly-incorporated Company

Per Section 97 of the 2017 Myanmar Companies Law, companies must file their first annual return (“AR”) with the Directorate of Investment and Company Administration (“DICA”) through the MyCo system within two months of the date of incorporation.

Previously, no supporting documents were required; however, an announcement on the DICA website dated 1 April 2023 has changed that. Now the supporting documents specified below must be sent to DICA on the same day the company files its first AR on MyCo:

• A bank credit advice or similar document to prove that the paid-up capital has been deposited in the company’s bank account.
• A recommendation letter from the relevant police station confirming the actual existence of the company at the registered address stated on MyCo.
• For directors who are Myanmar citizens: a copy of their National Registration Certificate together with a recommendation letter from the relevant police station confirming that they reside at the place recorded in the company’s incorporation certificate
• For foreign directors: a copy of their Form C in accordance with the Registration of Foreigners Rules 1948
• For individual shareholders: the same requirements as for directors will apply
• For corporate shareholders: a copy of the company’s incorporation certificate and extract or similar document

The above supporting documents must be emailed to DICA at [email protected] on the same date as the filing of the first AR. Note that DICA has clarified that it cannot be done on a different date.

Non-compliance

If the above supporting documents are not emailed to DICA on the same date as the date the first AR is filed, DICA will not approve the AR filing. This could result in the late filing of the AR; such late filing would be subject to the penalty measures specified under Section 430(d), as follows:

• Issuance of a notice of intention to suspend the company.
• Suspension of the registration if the company does not file its AR within 28 days of the notice above being issued.
• Striking off the registration from MyCo if the company still does not file its AR within six months from the suspension.

A late filing fee of MMK100,000 will apply for any late filing of the AR.

If you would like more information on the above, or for assistance with this matter, please contact the undersigned or your usual VDB Loi adviser.

Email address: [email protected]