Company Registration
IN THE LIGHT OF SUSPENSION OF INTERNATIONAL TRAVEL BY MANY COUNTRIES DUE TO COVID-19, YOU DO NOT NEED TO BE HERE PHYSICALLY IN MYANMAR IN ORDER TO SET UP YOUR COMPANY OR TO OPEN THE COMPANY’S BANK ACCOUNT – WE CAN SET IT UP FOR YOU WITH JUST YOUR PASSPORT. DISCUSSION CAN BE CONDUCTED VIA ZOOM.
The 2 most common forms of legal entities use by foreign investors to set up organizations a legal entity in Myanmar are:
Private Company whose liability is limited by share.
§ This form is ideal for Commercial For-Profit organization.
§ For foreign companies that need to get an import license or get the business permit from the various Myanmar ministries that are issued only to Myanmar citizens – they need to incorporate a JV company whose shareholding ratio is 65%/35% (Myanmar citizen/Foreigner). A 65%/35% JV company of this nature is a “local” Myanmar company under the Myanmar Companies Law.
Overseas Corporation.
§ This is basically a Myanmar Representative Office of a company that has been Incorporated outside Myanmar. The purpose of the Overseas Corporation is to do liaison work between head office and local partners or government agencies in Myanmar. Overseas Corporation is treated as Cost Center by the tax department.
Panopticon Group advises a minimum capital requirement of $50,000.
What is the minimum to start a limited liability private company in Myanmar?
Shareholder – minimum of 1 shareholder, can be a foreigner. If you want your foreign JV to be treated as a local Myanmar company and is thus able to apply for an import/export license and all other business licenses from the various ministries that is available only to a Myanmar citizen then you need to have share ownership structure of 65%/35% (Myanmar citizen/Foreigner)
Director – minimum of 1 director must have a least 1 director who is ordinarily resident in Myanmar i.e. spend at least 183 out of 365 days in a fiscal year in Myanmar. The resident director can be a foreigner as long as he/she meets the criteria of ordinarily resident in Myanmar. If you do not have a suitable resident director we can provide a nominee local director for you for a fee.
Minimum Capital – not required (Though, we Strongly Recommend $50,000)
Business Activity– no need to state at registration. However, after incorporation you need to individually apply to the respective ministries for the necessary business license for the industry you are operating in (if any) e.g. micro-finance license from the Ministry of Planning and Finance, inbound or outbound tour license from the Ministry of Hotel and Tourism or an employment agent license from the Ministry of Labor.
A registered office address in Myanmar.
We can incorporate your company in 1 working day once you have given us a copy of the passport (or NRC for Myanmar citizens) for all the shareholders and directors of the proposed company.
Business Visa/ Visa-on-Arrival
It is now possible to get a 70-day business visa within 5 minutes of landing at Yangon, Mandalay & Naypyidaw International Airport via Visa-on-Arrival (VOA). No more wasting of 2 working days at the nearest Myanmar Embassy in order to apply for a business visa. You will find more details about business visa on arrival in the later part of this page.
It is advisable for foreigners who are interested to invest, stay and work in Myanmar to enter the country on a business visa. When you are signing the lease for an office, opening a bank account or attending a scheduled meeting with a government ministry – people will take you seriously if you are on a business visa. A business visa allows a foreigner to stay for up to 70 days in Myanmar and to engage in a restricted set of commercial activities that is outlined in the business visa application. With a business visa you can stay at a company’s rented apartment or at a business associate’s house.
A tourist visa allows you to stay for up to 28 days in the country and you are not supposed to be involved in any sort of commercial activities while you are there. With a tourist visa you must stay in a hotel that is approved by the Ministry of Tourism. To understand what happens when a foreigner on tourist visa is caught staying in a guest house or apartment that they booked through Airbnb or found working illegally at a construction site or office read the articles: Yangon government to clamp down on renting apartments to foreign tourists, Hotel must report on list of foreign guests to authorities and Chinese top list of those who faced deportation due to visa rules violations.
Take note that Immigration officers have been going to various condominiums and apartments that house foreigners and doing door-to-door check on their visa status.
Similar checks are also being conducted by the Labor Ministry at major construction sites and office buildings on foreigners who are employed at the location. It is imperative that you enter the country on a business visa if you are doing work in Myanmar or if you want to stay in an accommodation that is not a hotel.
The immigration officer has the right to put you in a lockup if you are found staying in a private apartment or working on a construction site if you enter the country on a tourist visa.
(see) Two Foreign Journalists Charged With Immigration Violation. So it is in your interest to ensure that you enter the country with the right kind of visa if you are in Myanmar on official company work.
It is important to note that to apply for a multiple entry business visa valid for 3 months, 6 months or 1 year you must show on your passport that you have travelled to Myanmar previously on 2 separate business visas. Assuming that you have no immigration violations the multiple-entry business visa is also the basis that you apply for a long term stay permit later on. So if you are serious about investing in Myanmar you should start off by going to the country on a business visa and after the 3rd trip apply for a multiple entry business visa valid for 6 months.
You need to provide the following documents to apply for a Business Visa :
2 passport photos.
An invitation letter from a local Myanmar registered company that is written on an official company letterhead inviting you to Myanmar to do business*
A guarantor from the local Myanmar registered company that is inviting you to visit them. The guarantor should be the MD or Owner of the company as the Visa Section will ask to see a copy of the company registration certificate which only the owner or MD possesses. In some cases they will call the telephone number of the Myanmar company that is your guarantor and ask to speak to the MD of the company just to verify that your invitation letter is authentic.# To find out more about our MD please click here. You can see our client list by clicking here.
Duly filled business visa application form.
~!!!~ Beware of Internet businesses that claim to be able to stand as your guarantor. If they have no Myanmar Office Address, Company Name, Registration No or Telephone No. They do not even identify who their “MD” Managing Director is – who will sign your invitation letter and be your guarantor for your business visa application – that means the person behind this website is operating anonymously without an office or company in Myanmar. You risk being deported at Myanmar immigration checkpoint for using fake document when you try to enter the country or worse get arrested when you try to leave.
Panopticon Group WW, Trade and Investment Company Limited (Myanmar) Company Registration Number is: # 131571402.
The fastest and most convenient way to apply for a Business Visa is via Visa-on-Arrival (VOA). You should be able to get your business visa within 5 minutes at the VOA booth at Yangon Airport.
Take note that the VOA scheme is targeted at business travelers it is not meant for tourists. If you run a legitimate business, have a valid business registration in your own country and have never been denied entry into Myanmar – you will have no problem getting a business visa on arrival at Yangon, Mandalay or Naypyidaw International Airport. All airlines flying into Yangon, Mandalay & Naypyidaw Airport are required by DCA to support business travelers applying VOA i.e.:
Remember ~ Panopticon Group, will be there with your Every Step of the Way~!
To date all PANOPTICON GROUP WW clients have been successful getting single entry Myanmar Business Visa at the VOA counter (immigration section) at Yangon International Airport with the right supporting documents.
Do take note of the followings when applying for VOA:
As of 1st July 2015 – you can now apply for business visa online via the Myanmar Ministry of Immigration portal https://evisa.moip.gov.mm/index.aspx. See comparison table below between applying the business visa at the VOA booth at Yangon Airport, Mandalay Airport & Naypyidaw Airport versus applying for it online. Both methods are operational – it is up to the travelers to decide which method they prefer.
Port of Entry – must be Yangon International Airport, Mandalay International or Naypyidaw International Airport
For international travellers entering Myanmar from Thailand or India who have obtained business visa via evisa you can also enter Myanmar via the Thai border checkpoints at Tachileik (from Chiang Rai), Myawaddy (from Mae Sot) and Kawthaung (from Ranong). Or you can also enter from India border checkpoints at Tamu (from Moreh, Manipur) and Rih Khaw Dar (from Zow khaw thar, Mizoram)
Only nationals from these countries are able apply for VOA – Australia, Austria, Belgium, Brazil, Brunei, Bulgaria, Cambodia, Canada, China, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong Special Administrative Region of China, Hungary, India, Indonesia, Ireland, Israel, Italy, Japan, Korea DPR, Korea Republic, Laos, Latvia, Lithuania, Luxembourg, Macau Special Administrative Region of China, Malaysia, Malta, Nepal, Netherlands, New Zealand, Norway, Philippines, Poland, Portugal, Republic of China Taiwan, Romania, Russian Federation, Singapore, Slovakia, Slovenia, South Africa, Spain, Sweden, Switzerland, Thailand, Ukraine, United Kingdom Citizen (GBR), United States of America, Vietnam
Myanmar business opportunities
Investment Opportunities
Investors that invest in activities that create jobs, upgrade the technology &/or productivity of Myanmar industry will enjoy benefits such as 3 to 7 years tax holiday and long-term lease on property. Depending on the activities that you invest in foreign investors may be required to JV with local Myanmar citizen. Minimum investment capital required for manufacturing is USD 100,000 if you want to obtain a Myanmar Investment Commission (MIC) license.
To see what are the benefits of investing in Myanmar and what are the sectors that are promoted by the MIC: Contact US@
(Zaji) Panopticongroupww@gmail.com Or (Maria) Maei06.Maee@gmail.com
As a foreigner you can setup a limited liability private company and own it 100% without having to JV with a Myanmar citizen as long as the nature of the business is: Service (i.e. skill based) in nature and does not require a long-term import license (however, you are able to import the necessary tools/equipment of trade for your service business when you start the business). There is also no requirement to have a minimum paid up capital. *But, there are many instances that the Ministry of Foreign Affairs will "access' a foreign business - "if" in that case, you don't have operating capital available at THEIR REQUEST, they can file a NOTICE OF FRAUD AGAINST YOU AND THE COMPANY; you will be automatically barred from doing business in Myanmar- for life; therefore, Panopticon Group WW STRONGLY SUGGESTS THAT YOU HAVE AVAILABLE CAPITAL OF $50,000.DURING THE REGISTRATION PROCESS.
Example of a service trade that a foreigner can own 100% would be running a restaurant; an IT, design or engineering Consultancy Company. For other trade you may have to JV with Myanmar citizen in order to be able to engage in that trade.
Applying for MIC Permit or Endorsement
If your intended investment
§ creates employment for Myanmar citizen
§ does not pollute the environment
§ or creates export earnings for Myanmar
There is a very high chance that you can get tax incentives from the Myanmar government. Incentives such as:
§ Up to 7 years corporate tax holiday depending on the region that you are investing in.
§ Exemptions from import tax and custom duty for approved activities
§ Up to 70 year lease on land
§ Work Permit for foreign managers and skilled technicians
Business Association Registration
Panopticon Group can register your company in no time 3-5 working day in most cases (Certain policies apply) to setup a not-for-profit Business Association whose purpose is to promote commerce and trade in Myanmar – for example:
This form is ideal for Chamber of Commerce or Association whose purpose is to promote commerce that will benefit Myanmar’s economy and are Non-Profit in nature. The liability of the Association is limited by the guarantee given by its members. This is the most common form of non-profit organizations registered in Myanmar thus far by foreigners and local alike.
To see the list of Business Associations and Business Chambers that are registered in Myanmar: Contact Us
What is the difference between a Commercial (for Profit) and a Non-Profit Organization?
A shareholder of a private company (for-Profit) can declare dividend and can share in the profit of the company. A member of a Non-Profit organization cannot declare dividend – all profits mush be plough back into the business to further its objective.
What is the minimum to start a Business Association in Myanmar?
§ Member – minimum of 1 member, can be a foreigner. Must stipulate what is the guaranteed amount (in USD or Kyat) each member is willing to provide should the company be wound up and there is outstanding payment to creditors.
§ Director – minimum of 1 director, must have a least 1 director who is ordinarily resident in Myanmar i.e., spend at least 183 out of 365 days in a fiscal year in Myanmar. The resident director can be a foreigner if he/she meets the criteria of ordinarily resident in Myanmar. The director and member can be one and the same person. *
§ Minimum Capital – not required - But, STRONGLY SUGGESTED
§ Organization Activity– need to state the Object of the organization in its Constitution. Remember the object of the organization must be to promote commerce &/or trade in Myanmar.
§ A registered office address in Myanmar
Business associations are classified as Union (National) Level association if:
§ most of the directors are foreign citizens OR
§ where at least 7 directors are Myanmar citizens from 7 different states/regions in the Union
Take note that what you are submitting below is a bare bone draft about the organization you are proposing to incorporate. We will still come back to you to discuss about your requirements in more details before sending you a proposal for your approval.
We can incorporate your non-profit organization in 21 working days once you have given us a copy of the passport (foreigners) or NRC (Myanmar citizen) for all the members and directors of the proposed company.
Market Entry Lite Strategy
Panopticon Group can help to reduce your risk by proposing a much less costly way of entering the Myanmar market. We call it Panopticon Group Office market entry strategy.
You have 2 options:
1. Put your Sales Manager under our payroll to develop the market for you
2. Hire a Marketing Coordinator from us to liaise with your existing distributor or agent
In the 1st option you hire a Sales Manager in Yangon whose job is to do business development and market development exclusively for you and put this person on our payroll. The Sales Manager still reports to you but Panopticon Group handles the payroll and admin.
In the 2nd option what you need is just Marketing Co-ordination support – someone who can work for you for X number of hours per week, who is bi-lingual and able to liaise with your Burmese distributor or agent; and do some information verification for you in the Myanmar market. The caliber of the candidate is lower than the first.
We will provide the office space which is basically a work desk, Wi-Fi, water cooler and a supportive office environment
After the first year, once you have established your sales channel then you decide if you want to proceed further to setup a company in Myanmar, to appoint a distributor or to continue to operate with just one staff in Myanmar i.e. no change.
Panopticon Group Myanmar Business Partner Search
What are the situations that you would look for a local Myanmar business partner?
§ In restricted industries it may be mandatory for foreign investors to partner with a Myanmar citizen or enterprise in order to invest in these industries. Example would be in the area of real estate agency, manufacturing and distribution of confectionery products for local distribution and sales, setting up private hospitals, etc
§ If you are a business owner and you source products from countries such as China or Thailand where cost has been increasing rapidly year by year due to rising wages – you may want to find a local manufacturing partner in Myanmar who can supply you with more cost competitive goods. Myanmar’s average wage cost per factory worker is like 25% that of China’s.
§ If you are a manufacturer of pharmaceutical products or building & construction products for example and would like to find a reliable local distributor.
§ If you are a specialized geological company servicing the oil & gas and mining industries and your service is called upon only when there is an open tender and you need to look for an experienced local representative who can work for you on a 20-hours-week preferably from home. However when there is an open tender you need your local representative to work full time for 3 months at a stretch from a service office.
Due Diligence – a word of advice for reducing your risks in International business
Many things in Myanmar are not what it seems. The followings are just some of the incidents that we have encountered working with our clients all of whom are foreign businessmen who don’t speak Burmese:
Selecting the right industry segment – our client wanted to supply industrial components that are essential to the renewable energy business in Myanmar – this is a business that one of the partner is doing in their home country. Our investigation shows that the market demand is mainly infrastructural in nature and the supply is dominated by 3 Myanmar companies that are controlled by 3 giant construction/engineering groups here in Myanmar via cross shareholdings.
On top of that 99% of the products are made in China and there is no brand loyalty among professional buyers who are the decision makers in this kind of purchase. Our investigation convince our client to abandon this segment and to focus their resources on another industry segment where they have the technological know how as a foreign company and is able to differentiate themselves in Myanmar
Verifying that you are negotiating with the decision maker. Many a time we have been approached by clients to verify that the Burmese person that they are negotiating with is really the decision maker in their company or family. It is not unusual for a Burmese person Mr X to carry a name card that says that he is the Managing Director of ABC Co Ltd and when we dig further we find that there is no such company called ABC Co Ltd registered with the Myanmar Company Registrar. When we pressed further – Mr X says that ABC Co Ltd is just a trade name the actual name of the company is DEF Co Ltd and when we check – we find that Mr X is only a director in the company – his name is also not on the shareholder list.
Verifying the reputation of potential partners – our client is a listed company in Europe and we have helped them to shortlist several potential partners based on their selection criteria. Before deciding to appoint the shortlisted candidates as their dealers and possibly future JV partners, we were asked to check the reputation of the potential partners with the suppliers and customers and to ensure that they were not owned by people on the sanction list of major Western powers. We provided reports on the reputation as well as possible shareholding issues of the of the potential partners so that our client can make an informed decision.
Verifying ownership of rental property – our client wanted to rent a house for a period of 3 years and found a broker who showed them a piece of property that met their requirements. It was agreed that our client paid US$5,000 upfront so that the owner could renovate the place according to my client’s requirements, after which my client will pay US$18,000 for 1 year of rental in advance. The broker forwarded a standard lease agreement in Burmese for my client to sign that excludes all the conditions that our client requested and the broker claimed that the landlord had agreed to. The “landlord” that the broker introduced to our client who was supposed to sign the rental lease and collect all the upfront payments turned out to be not the real property owner after our investigation but a friend of the landlord. We managed to convince the broker to ask the real property owner to appear before our client in our office the next morning. We drew up the rental lease agreement with all the conditions requested by our client such as built-in agreed upon yearly rental increase plus penalty clause if the landlord terminate the lease early – so that our client can sign a legally binding 3 year rental agreement with the landlord. Our advice to our client was to not go ahead with the property rental if the “property owner” that turned up at our office is unable to produce the necessary legal documents in Burmese that we could verify showing that she is legally the owner and has the right to rent the property to our client.
Verifying the legal status of a piece of land. Our client is a developer and he came across this very enthusiastic land owner “Mr B” who showed him this strategically located piece of land along the the beach. We found that the piece of land was registered under another person’s name “Mr A”, this person had sold the land to the “Mr B” 12 years ago using just a simple transfer agreement that has no transaction price on it and did not register the sale with the local land record office in order to avoid paying stamp duty. So the current owner “Mr B” that our client was dealing with is not legally the owner of that piece of property as his name was not recorded at the local land record office even though he may have a simple transfer agreement with the previous owner “Mr A” and has bought the property for a fair consideration! Moreover no transaction price was stated on the transfer agreement and no stamp duty was paid on the transaction – which according to the law is required if the document is to be admissible in court as evidence. The transfer happened more than 12 years ago and we are not sure if “Mr A” is still alive, if alive is he still mentally sound or if “Mr A” is a crook and has sold the same property to 12 other person using the same ploy over the last 12 years? We advice our client not to rely on the simple transfer agreement as it is not admissible in a court of law and he is opening himself to a lot of unnecessary risk.
Verifying local company registration of JV partner – our client was entering a JV with a local Myanmar tycoon who offered to use one of his many subsidiaries to sign the JV agreement. A check on the company registration showed that the company had not submitted a financial statement with the Company Registrar in the last financial year and the object of the company was not suitable for the purpose of the business my client wanted to pursue. Moreover the ultimate owner of the company was not reflected in the shareholder or director list. We advised our client accordingly apprising him of all the risks and outlining what he could do to minimize his risks and this includes listing out what his local Myanmar partner must do to make sure that my client interest is protected and everything is legal – so that our client could make an informed decision on whether to go ahead with the JV with this very influential tycoon in Myanmar.
Take note that it is not unusual for many local conglomerates and foreign-owned companies to have complex shareholding in order to circumvent certain aspects of the law or existing US sanctions and to hide the identity of the ultimate owner. However, all these veils of secrecy can easily be penetrated by the authorities if they are adamant about it. It is therefore in your interest to know what your risks are and how to mitigate them especially:
§ if you are a US company with regards to working with people under US government sanctions (as of 7/10/2016 only Myanmar citizens or entities that are involved in Narcotics are left on the US SDN List, most economic and financial sanctions against Myanmar military and tycoons have been lifted.
§ if you are partnering a Myanmar person or company in a segment that is forbidden to foreigner
§ if you have a choice of entering a few industry segments and need help to ascertain which segment has the lowest barrier to entry and given your strengths will have the highest chance of success
§ If you are about to sink your hard earned money into a high-risk investment fund that provides you with an unaudited financial statement or prospectus about all the “high potential” businesses that they have invested in in Myanmar and you want a second opinion – we can provide you with on-the-ground fact finding and verifications.
By: Zaji Zajradhara for Panopticon Group WW
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