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26 July 2018

The new Myanmar Companies Online (“MyCO”) registry system will be launched on 1 August 2018 in conjunction with the Myanmar Companies Law 2017 coming into effect. All registered companies and other entities under the Myanmar Companies Act 1914 and Special Company Act 1950 must re-register on MyCO from
1 August 2018. Re-registration must be completed prior to 31 January 2019.

What you need to know

  • All registered companies and entities must re-register on the MyCo between
    1 August 2018 and 31 January 2019.
  • Re-registration must be completed before 31 January 2019.
  • Re-registration can be completed online from 1 August 2018.
  • DICA has issued prescribed forms for re-registration (Category B forms).

How to re-register

Re-registration can be completed online from 1 August 2018. The Directorate of Investment and Company Administration (“DICA”) has issued Category B forms which must be completed to effect re-registration. The draft Myanmar Companies (Electronic Registry System and Miscellaneous Matters) Regulations 2018 (“draft Regulations”) set out the requirements and procedure for re-registration. The draft Regulations are expected to come into force on 1 August 2018.

The draft Regulations stipulate that a copy of the company’s or body corporate’s constitution or a statement that the company or body corporate has adopted the model constitution prescribed under these Regulations, if applicable, must be included with the application for re-registration. Upon completion of re-registration, the company or body corporate will be issued with a certificate of registration.

Effect of re-registration

The draft Regulations stipulate that re-registration does not create a new legal entity, affect the property, rights or obligations of the company or body corporate, affect any proceedings by or against the company or body corporate or its members, or affect the liability of the company or body corporate for any amounts payable under any applicable law.

In addition, the draft Regulations state that when a company is re-registered, all shares issued by the company before re-registration are deemed to be converted into shares of no par value but that conversion does not affect the rights and obligations attached to the shares.

An existing company or body corporate may resolve to adopt a new constitution that differs from its Memorandum of Association and Articles of Association upon re-registration.

An existing company or body corporate which is required to file an annual return in accordance with the Myanmar Companies Law 2017 shall not be required to file an annual return which falls due during the re-registration period.

Penalty for failure to re-register

The draft Regulations provide that failure to re-register before 31 January 2019 may result in the Registrar striking the company’s name off the register. The Registrar shall publish notice of the striking off in the Gazette, and, on the publication in the Gazette of this notice, the company shall be dissolved. It is stipulated that, in this instance, the liability, if any, of every director and member of the company shall continue and may be enforced as if the company had not been dissolved.

The Registrar may restore an existing company or body corporate that has failed to re-register on the electronic registry system within the re-registration period, prior to its name being struck off the register, and may determine any fee payable for such restoration.

Reference materials

The following materials are available on the DICA website www.dica.gov.mm:

 

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