Best Corporate Governance Lawyers in Myanmar

About Corporate Governance Law in Myanmar

Corporate governance in Myanmar refers to the set of rules, processes, and practices by which companies are directed and controlled. The purpose of these regulations is to establish a framework for attaining a company’s objectives and to balance the interests of stakeholders such as shareholders, management, customers, suppliers, financiers, government, and the community. Recent years have seen significant reform and modernization of corporate laws in Myanmar, reflecting the country's efforts to attract foreign investment and improve business transparency. The backbone of corporate governance law in Myanmar is the Myanmar Companies Law 2017, along with related guidance from regulatory bodies such as the Directorate of Investment and Company Administration (DICA).

Why You May Need a Lawyer

Several situations can arise where expert legal advice on corporate governance is highly important in Myanmar. A lawyer can help you navigate complex compliance requirements, especially if you are:

• Setting up a new company and need guidance on legal structures and reporting requirements.
• Entering into joint venture agreements or need shareholders’ agreements drafted or reviewed.
• Facing disputes among directors or between shareholders that could impact management of the company.
• Dealing with mergers, acquisitions, or restructuring, including due diligence and regulatory approvals.
• Ensuring compliance with rules related to directors’ duties, related party transactions, or statutory filings.
• Responding to inspections, enforcement actions, or other communications from DICA or the Myanmar Investment Commission.

Legal assistance ensures you comply with rapidly changing regulations, avoid potential penalties, and adequately protect your business interests.

Local Laws Overview

Myanmar’s main law governing corporate governance is the Myanmar Companies Law 2017, which replaced the previous 1914 legislation. The law covers areas such as company incorporation, share management, the roles and duties of directors, minority shareholder rights, annual general meeting requirements, and financial disclosures. Key local aspects to consider:

• Both foreign and local investors must register their entities with DICA and follow its requirements.
• Directors have fiduciary and statutory duties under the law, including acting in good faith and avoiding conflicts of interest.
• Companies must keep statutory registers, conduct annual meetings, and submit annual returns to DICA.
• Significant transactions, such as change of control or major asset transfers, may require board approval or special resolutions of shareholders.
• If listed on the Yangon Stock Exchange, companies must also follow extra governance and disclosure rules imposed by the Securities and Exchange Commission of Myanmar.

Additional laws and regulations, such as the Investment Law, Banking Law, and sector-specific guidelines, may also apply depending on the nature of the business.

Frequently Asked Questions

What is corporate governance?

Corporate governance is the system of rules, practices, and processes that direct and control a company. It ensures accountability, fairness, and transparency in a company's relationship with its stakeholders.

Is it mandatory to appoint a company secretary in Myanmar?

While a company secretary is not always mandatory for private companies, every public company must appoint at least one company secretary in accordance with the Myanmar Companies Law.

What are the duties of company directors under Myanmar law?

Directors must act in good faith for the benefit of the company, avoid conflicts of interest, exercise care and diligence, and comply with statutory obligations regarding disclosures, approvals, and recordkeeping.

Are annual general meetings compulsory in Myanmar?

Yes, all companies except small companies must hold annual general meetings to approve financial statements, appoint auditors, and address other required business.

Can foreigners serve as directors of Myanmar companies?

Yes, foreigners can be directors of companies registered in Myanmar, provided that at least one director is ordinarily resident in Myanmar for certain types of companies.

What documents do companies need to submit annually in Myanmar?

All companies must file annual returns and financial statements with DICA, along with details of shareholders, directors, and the company’s principal place of business.

Are there penalties for non-compliance with corporate governance rules?

Yes, failure to comply with corporate governance rules, such as not filing annual returns or holding required meetings, can lead to fines, company strike-off, or liability for directors.

What is a special resolution?

A special resolution is a formal decision made by shareholders that requires a higher majority, typically at least 75 percent approval, used for significant company decisions such as amending the constitution or winding up the business.

How are disputes between shareholders usually resolved?

Disputes are often resolved through negotiation, mediation, or by following procedures set out in the company constitution or shareholders’ agreement. Legal action may be required in complex cases.

Do international companies have additional requirements?

Yes, foreign companies or those with overseas shareholders may face extra requirements in their registration, reporting, and compliance obligations, especially under investment and foreign exchange laws.

Additional Resources

For further information and support regarding corporate governance in Myanmar, these resources are useful:

• Directorate of Investment and Company Administration (DICA) for company registration and compliance guides.
• Securities and Exchange Commission of Myanmar for listed company governance and reporting rules.
• Myanmar Federation of Chambers of Commerce and Industry for business networking and advocacy.
• Legal professionals practicing company law for tailored advice and documentation services.
• Relevant business associations in your industry sector for practical governance tips and updates.

Next Steps

If you require legal assistance with corporate governance in Myanmar, consider these steps:

• Identify the specific corporate governance issue you need help with, such as company formation, compliance, or resolving a dispute.
• Consult qualified legal professionals or law firms with experience in company law and governance in Myanmar.
• Bring all relevant documents and information to your initial meeting with the lawyer to ensure an efficient review of your situation.
• Regularly check for updates to relevant laws and regulations by monitoring DICA notices and, where applicable, the Securities and Exchange Commission.
• After receiving legal advice, implement any recommended changes or improvements to your company governance practices promptly to remain compliant.

Taking these steps will help you navigate Myanmar’s corporate governance landscape confidently and protect your business from potential legal risks.