Covid-19: Absence from Myanmar during official closing of borders not detrimental to ordinarily resident determination as required under Companies Law

26 November 2020

On 20 October 2020, the Directorate of Investment and Company Administration issued Notification No. 92/2020 (“Notification”) clarifying the effect of the closure of Myanmar’s borders implemented in response to the Covid-19 pandemic on the requirement that at least one director of a registered company must be resident in Myanmar.

The Myanmar Companies Law (“MCL”) requires a company registered under it to have at least one director who is ordinarily resident in the country. The term “ordinarily resident” is defined as being resident in Myanmar for at least 183 days in each 12-month period commencing from the date of the company’s incorporation.

As part of Myanmar’s efforts to control the Covid-19 outbreak, ports of exit and entry have been officially closed since 29 March 2020 and have not been officially reopened. The Notification clarifies that this period of port closures will not be counted when determining the period of ordinary residence for directors in companies registered under the MCL. The Notification applies exclusively to matters relating to the appointment of company directors.