About Investment & Business Structuring Law in Myanmar
Myanmar’s investment framework centers on two main laws: the Myanmar Investment Law (MIL) and the Foreign Investment Law (FIL). These laws govern how both domestic and foreign capital may be invested, approved, and monitored across sectors. They create a licensing and registration pathway for investment projects and set baseline compliance requirements.
For forming and operating a company, the Myanmar Companies Act 2017 governs corporate registration, governance, and annual filings. The Directorate of Investment and Company Administration (DICA) administers company registration, changes to share structure, and related corporate obligations. Investors typically interact with both the Myanmar Investment Commission (MIC) for project approvals and with DICA for company formation and compliance.
In practice, a new project normally starts with MIC or DICA licensing, followed by registration of the local legal entity under the Myanmar Companies Law. Lawmakers have designed the regime to align investment with national development goals and to require ongoing reporting and compliance. For precise requirements, consult MIC and DICA guidance on their official sites.
Useful sources for official information include the Myanmar Investment Commission and the Directorate of Investment and Company Administration. These agencies publish guidelines, forms, and updates relevant to investment structuring and corporate registration (MIC, DICA). For the texts of the laws themselves, the Myanmar Legislation Portal provides official provisions (Leg.gov.mm).
Why You May Need a Lawyer
Structuring investment and business activities in Myanmar often requires navigating both MIC and DICA processes. A lawyer helps you chart the correct license path and prepare compliant project plans from the start.
Scenario 1: You plan a new manufacturing venture that involves foreign investment. A legal counsel can determine whether MIL or FIL applies, prepare the project proposal, and coordinate MIC approvals to avoid delays.
Scenario 2: You want to form a joint venture with a local partner to meet ownership or local content considerations. An attorney can draft the joint venture agreement, advise on shareholding arrangements, and ensure compliance with sector restrictions and corporate law.
Scenario 3: You are restructuring an existing business to align with Myanmar Companies Law. A solicitor can handle changes to the company type, share structure, and director appointments, and file necessary amendments with DICA.
Scenario 4: You plan to acquire an established Myanmar company. Legal counsel conducts due diligence, reviews title and share transfers, and prepares a compliant acquisition agreement and closing documents.
Scenario 5: You need employee contracts, payroll compliance, and social security obligations. A lawyer can draft enforceable contracts and advise on Myanmar labor law and regulatory filings to avoid penalties.
Scenario 6: You intend to repatriate profits or dividends. An attorney can guide you through currency regulations, approved remittance channels, and reporting requirements to minimize risk of non-compliance.
Local Laws Overview
The investment framework in Myanmar rests on three core pillars: the Myanmar Investment Law (MIL), the Foreign Investment Law (FIL), and the Myanmar Companies Act 2017. These laws define how investments are approved, structured, and registered, as well as how companies are formed and governed.
The Myanmar Investment Law (MIL) was issued to regulate corporate investments and establish a framework for approval and protection of investments by both local and foreign participants. It is administered primarily by the Myanmar Investment Commission (MIC). For official details, see MIC guidance and the Legislation Portal (Leg.gov.mm).
The Foreign Investment Law (FIL) provides the regime for foreign investments, including registration and licensing requirements for foreign participants. MIC administers FIL approvals, with accompanying regulatory guidance published on official portals (MIC).
The Myanmar Companies Law 2017 governs the formation, structure, and governance of companies formed or registered in Myanmar. DICA administers company registrations and ongoing compliance with annual returns and amendments (DICA).
Recent changes and updates to these laws have focused on clarifying licensing processes and expanding guidance to investors. Official updates are published on MIC, DICA, and the Legislation Portal, which hosts current text of the MIL, FIL, and the Companies Law (Leg.gov.mm).
Frequently Asked Questions
What is the Myanmar Foreign Investment Law (FIL) and what does it cover?
The FIL regulates foreign investments and requires registration or licensing for eligible projects. It sets the framework for approvals, compliance, and protections for foreign investors. You should consult MIC guidance to determine if FIL applies to your project.
How do I apply for MIC approval for a new investment project?
You prepare an investment proposal with your business plan, funding structure, and sector details. An attorney helps assemble the required documents and submits through the MIC portal for consideration. Approval timelines vary by sector and project complexity.
When did MIL and FIL come into effect and who administers them?
The MIL and FIL were enacted in 2016 and 2017 respectively. MIC administers both regimes, issuing approvals and licenses for qualified investments. For the current process, refer to MIC's official guidelines.
Where can I find the official texts of MIL, FIL, and the Companies Law?
The official texts are available on the Myanmar Legislation Portal. MIC and DICA provide administrative guidance and forms on their sites. Always use the latest version of the acts when preparing documents.
Why do I need a local partner or local ownership considerations for some sectors?
Certain sectors impose local participation or ownership requirements under Myanmar law or policy. A lawyer can structure a compliant JV or contract to meet regulatory expectations while protecting your interests. Always verify sector-specific rules with MIC guidance.
Can a foreigner own land in Myanmar for a business project?
Foreigners generally cannot own land in Myanmar. They may secure land use rights via long-term leases or through a locally registered entity. A lawyer can help structure arrangements that comply with land use and ownership restrictions.
Should I hire a Myanmar-licensed lawyer for company registration?
Yes. A licensed lawyer can ensure proper filings with DICA, prepare compliant constitutional documents, and avoid common defects in share structure or director appointments. This reduces delays and regulatory risk.
Do I need to register a company under Myanmar Companies Law to invest?
Most investment projects require a registered local entity under the Companies Law. DICA handles corporate registrations, amendments, and annual filings. Your counsel can guide you through choosing the right entity form.
Is there a difference between a joint venture and a Wholly Foreign-Owned Enterprise?
Yes. A joint venture involves a local partner and shared ownership, while a Wholly Foreign-Owned Enterprise is owned entirely by foreign investors. Each structure has distinct regulatory and tax implications under MIL, FIL, and the Companies Law.
How long does MIC approval typically take for a new project?
Approval timelines vary by sector and project complexity. A typical project may take several weeks to a few months, depending on the completeness of the application and whether additional information is requested. Preparation with an attorney helps mitigate delays.
How much does it cost to register a company with DICA?
Costs depend on company type, share structure, and paid-in capital. DICA fees cover registration, name clearance, and post-registration filings. An attorney can provide a breakdown based on your specific structure.
What documents are usually required for MIC registration or licensing?
Common documents include a business plan, investor profiles, corporate documents, shareholder details, proof of funding, and copies of passports for foreign participants. An attorney helps assemble and translate documents as needed for submission.
Additional Resources
- Myanmar Investment Commission (MIC) - Official body that reviews and approves investment proposals under MIL and FIL, publishes guidelines, and administers licensing processes. mic.gov.mm
- Directorate of Investment and Company Administration (DICA) - National authority for company registration, corporate filings, and compliance under the Myanmar Companies Act. dica.gov.mm
- Myanmar Legislation Portal - Official repository of laws including MIL, FIL, and the Myanmar Companies Act. leg.gov.mm
Next Steps
- Define your investment objective and choose a structure (JV with local partner vs wholly foreign-owned entity). This determines which regulators and filings apply. Timeline: 1-2 weeks for initial scoping.
- Engage a Myanmar-qualified attorney or law firm with experience in MIL, FIL, and the Myanmar Companies Act. They will map the regulatory path and prepare documents. Timeline: 1-2 weeks for onboarding.
- Prepare a project brief and gather required documents (passports, corporate documents, financial plans, and partner details). Your counsel can compile and translate as needed. Timeline: 2-4 weeks.
- Submit MIC approvals or licenses for the investment project and initiate DICA company registration if forming a local entity. Monitor progress and respond to requests for information. Timeline: MIC approvals 4-12 weeks; DICA registration 2-4 weeks.
- Finalize corporate documentation and sign governing agreements (shareholders agreement, JV agreement, and employment contracts). Ensure alignment with Myanmar law and local labor rules. Timeline: 2-6 weeks.
- Open local banking and secure tax registrations with the relevant authorities. Establish a compliance calendar for annual filings and license renewals. Timeline: 2-6 weeks after registration.
- Implement ongoing compliance processes, including annual returns with DICA and periodic reporting to MIC as required. Schedule regular legal reviews to adapt to regulatory changes. Timeline: ongoing, with quarterly reviews recommended.
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The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation.
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