Yangon, Myanmar | +95 9401 526 915 | ryan@myanmarbusinessanswers.com
Yangon, Myanmar | +95 9401 526 915 | ryan@myanmarbusinessanswers.com
Investing in Mynamar economy
Prospect Investor Questions answered
Myanmar's Directorate of Investment and Company Administration (DICA is under Ministry of Investment and Foreign Economic Relations (MIFER) supervision) is the primary interface between businesses and the government, DICA is mandated to promote private sector development and to boost domestic and foreign investment by creating a conductive investment climate. The followin questions and answers may help you get information on business registration, ivestment opportunities, taxes and other useful info.
Company Registration
1) What types of companies may be registered in Myanmar?
There are three main types of companies which can be registered under the Myanmar Companies Law of 2017.They are
- a company limited by shares,
- a company limited by guarantee or
- an unlimited company.
2) What is the company registration fee?
The company registration fee is 250,000 Kyats for all types of private companies and 2,500,000 Kyats for public companies.
3) How long does it take until a company incorporation certificate is issued?
The company incorporating certificate will be issued after payment of the registration fees to DICA.
4) What is the minimum capital requirement when registering a company?
There is no minimum capital requirement when registering a company in Myanmar. Minimum requirement for banking, Insurance and securities companies should refer to the Central Bank of Myanmar, and Ministry of Planning and Finance.
DICA has no restrictions regarding the share proportion for joint ventures between Myanmar Citizens and foreigners. According to the Myanmar Investment Law 2012, Section 20, local partner or Myanmar citizen must invest minimum 20% of share equities in the form of joint venture company. For detail information on allowed share proportions for joint ventures, please visit the Company Registration Division at DICA or write an email to core.gov.mm@gmail.com.
In a private company, the transfer of shares is restricted, and the number of shareholders may range from a minimum of one to maximum of fifty. Public limited –liability companies must have a minimum of one to maximum of unlimited shareholders.
7) Can companies being operations immediately after registration?
Unless further licenses are required from other relevant ministries and/or departments, private companies may being operations immediately after they have received their company incorporation certificate.
Public companies must apply for a Certificate for Commencement of Business instead of prospectus before they can being operations. After getting a Certificate for Commencement of Business, they can start the operation and after submitting the prospectus, they can invite the public share equities.
8) How long is company registration certificate valid?
Company registration certificate has no validity.
Investment Application
1) What is the requirement related to ratio of shares in a Joint Venture?
According to the notification No.15/2017 the ratio must be 80% for the foreign and 20% for citizens.
When applying for MIC permit, investors shall have to submit the following documents attached:
- Approval of Ministry of health and sport
- Proposal form-2
- Land rights authorization form(7-A)
- Approval of FDA
- Machinery list to be imported or purchased locally
Recruitment of employees(local/foreign)
3) What are the main documents to apply MIC permit for automobile manufacturing?
Investor shall have to submit the agreement on production permit, using for brand and technical, inspection certificate of the parent company,Localization and production process for automobile manufacturing.
4) How does MIC allow the automobile manufacturing and in what kind of system?
In accordance with the notification No.85/2017, MIC allow the permit for automobile manufacturing by the new SKD system.
5) What are the exemptions and reliefs when an investor is investing in Myanmar?
For the purpose of supporting the development of the Union by allowing investment in sectors which need to be developed, and for the proportionate development of Regions and States, tax exemptions or reliefs can be granted to investors on a case by case basis. These can take the form of exemptions and reliefs from income tax, customs duty or internal taxes and the right to depreciation for the purpose of income tax assessment. Details on exemptions and reliefs applicable to investors are stipulated in sections 74, 75, 76,77 and 78 of the Myanmar Investment Law.
According to Myanmar Investment Rule 238, investors do not need to submit the proposal or endorsement application to the commission in case where Myanmar Citizen Investment is changed into foreign investment. Investors need to submit the amount of total investment, share ratios and machinery list (imported) for changing of investment form.
7) What are the requirements for the manufacturing of cement?
Investors can apply with proposal form-2, Application form for land rights authorization form (7-A), raw materials conditions and other related documents.
8) How does an investor get the right to use land?
An investor who obtains a Permit or an Endorsement under the MIL can get a long term land lease from private owners for private owned land/building or from the relevant government organizations for the state owned land/buildings. The initial leasing period is up to 50 years and it can be extended twice for 10 years respectively (a total of 20 years). Therefore, to get the right to use land, it is required that the investor undergo either the MIC Permit process or endorsement application process.
9) How to continue after obtaining Endorsement?
After obtaining Endorsement, licenses or permits from relevant ministries, government agencies and organizations might be needed depending on the nature of the business or other requirements. Then five (5) copies of all approvals, licenses, permits, Joint Venture Agreements and the Land Lease Agreements shall be submitted to the MIC.
According to Notification No.15/2017, all type of investments in agriculture are allowed 100 % foreign owned except cultivation of crops in agriculture land, distribution them to the local market and export.
For the joint venture investment in agriculture sector, Myanmar citizen investor must contribute 20% minimum direct shareholding or equity.
12) Is it allowed to export 100% of crops produced by JV investment?
Investor needs to mention the plan of sale in detail both local and foreign when they submit the proposal.
It is allowed. In fact, the Joint Venture Company needs to mention clearly the plan of sale in detail for export of industrial crops as raw materials when they submit the proposal.
14) What are the other important factors in agriculture sector?
Land issue is the important factor for investment in agriculture sector, so the investor needs to do following things-
- If the land is owned by farmer, the investor needs to do contract farming system with farmer.
- If the investment project location is on vacant, fallow and virgin lands, the investor needs to attach the permit from the Vacant, Fallow and Virgin Lands Central Committee.
- If the land is in the forest area, the investor needs to attach the permit issued by Forest Department.
15) Can foreign investor make foreign investment in wood-based industry with 100% foreign equity?
According to the Notifications No-86/2017, wood-based industry which uses raw materials from natural forest are being suspended.
16) For wood-based Industry, what are the required documents for applying proposal?
For wood-based Industry, the following documents need to be submitted together with the application form;
Availability of raw materials
Plan for own plantation for raw material
17) Could raw materials be imported for wood-based industry?
Raw materials that cannot be obtained from local can be imported.
In addition to the related documents attached with the proposal, the following documents must be submitted in applying for the permit/ endorsement for food manufacturing-
- Quality and types of food to be produced
- Sample photos of the product
- Type of raw materials to be used
The investments included in the Notification. No. (15/2017) shall be formed a joint venture, with at least 20 % of the investment made by the local partner. Those investments which are not mentioned in the above notification can be carried out without restraints on the ownership ratio in forming JV.
In order to supply raw materials to the business of diary production, a foreign investor may make a further investment in cattle farming,
Manufacturing of alcoholic beverages is allowed. But it is necessary to submit a letter that investor wants to invest in this kind of business.
According to the Notification No.15/2017, an investor can apply for MIC permit/endorsement for the manufacturing of alcoholic beverages, however, prior enquires to the ministries and departments in concern should be made as it is necessary to obtain the approval and comments from those organizations.
Manufacturing of alcoholic beverages could be carried out only in the form of JV, with at least 20 % of the investment made by the local partner.
According to the Notification No.51/2014, there is neither customs duty nor commercial tax exemption.
23) Can a foreign investor make 100% FDI in production of canned food?
Production of canned food can only be carried out in the form of JV.
In addition to the related documents attached with the proposal, Waste Water Treatment plan must also be needed.
25) Can wholly foreign owned investment be carried out for livestock business?
According to the Notification No. 15/2017, livestock business can be carried out the in the form of joint venture with any Myanmar citizen or wholly foreign owned investment, with the approval of the relevant Ministry.
26) What is the Normal System and Contract Processing System for preserving of fish?
Normal System is preserving and selling local and foreign as raw by catching in local and importing of fish and prawns.
Contract Processing System is a business activity of preserving fish and prawns as raw materials provided by contractor.
27) The Proposal should be included the following things;
The Proposal should be included the following things;
- Proposal form (2)
- Copy of company registration certificate
- Copies of identification card/ passport
- Financial documents (Bank statement)
- Joint venture agreement (only in the form of JV)
- List of machinery and equipment (to be imported)
- List of raw materials
- Land rights authorization (form 7-A)
- Evidence of the land ownership
- Land lease agreement (draft)
- Location map/ layout plan
- Recruitment of employees (local/foreign)
- Social security for employees, social welfare plan, CSR program, firefighting plan
- Production plan
28) Investment Division (3) is taken on which type of sectors?
Investment Division (3) is responsible for the following sectors:
- Real Estate
- Hotels & Tourism
- Road construction with BOT system
- Transportation and Communications
- Industrial zone and new city development
29) Will the above sectors include in promoted sector?
Generally, all sector are described in the classification of promoted sector according to Myanmar Investment commission’s notification no, 13/2017.
For real estate sector, only building and leasing of the affordable housing project will be included in promoted sector.
30) The project which described in promoted sector will be granted tax incentive?
If the investors apply for such exemption and reliefs Commission scrutinize and may grant in accordance with section 75, 77, 78 of Myanmar Investment Law.
31) Is there any difference income tax exemption period between investment locations?
There are three types for designation of developed zone as follow:
Less developed regions : In Zone (1) for a period of 7 consecutive years including the year of commencement of commercial operation
Moderate developed regions : In Zone (2) for a period of 5 consecutive years including the year of commencement of commercial operation
Developed regions : In Zone (3) for a period of 3 consecutive years including the year of commencement of commercial operation
32) What type of investment business will be undertaken the permit application process?
The investor shall submit a proposal to the Commission for the following business stipulate in the rules section 36:
- Large capital intensive Investment if the expected Investment value exceeds USD 100 million.
- large potential impact on the environment and the local community
33) What type of investment business will be undertaken the endorsement application process?
Investment business except investment business stipulated under section 36 will be undertaken the endorsement application process.
34) How many days will be taken to issue the permit?
The Commission will screen it within 60 days from the date of acceptance and, if it approves, it will issue the Permit within 10 Working Days.
35) How many days will be taken to issue the endorsement?
The Commission will screen it within 30 days from the date of acceptance and, if it approves, it will issue the Endorsement within 10 Working Days.
36) What type of business proposal will be submitted through relevant government organization?
The type of business described in notification no. 15/2017 (d) of Myanmar Investment Commission and the type of businesses that the governmental department or governmental organization holds a significant ownership interest in the investor will be submitted to Commission through relevant government organizations.
37) What type of business will be allowed to carry out by foreign investor?
Wholly Foreign Investment can carry out the investment activities which not included in the list to form of a joint venture with any citizen owned entity or any Myanmar citizen according to notificationno.15/2017(c) of Myanmar Investment Commission.
A foreign investor shall contribute 80 % direct shareholding or interest in the joint venture business described in notification no.15/2017 (c) of Myanmar Investment Commission.
39) Can you explain the rules and regulation for employment staff and workers?
The investor can appoint any citizens who are a qualified person as senior manager, technical and operational expert in accordance with the law and shall appoint only citizens for works which does not require skill.
The proposal shall be submitted through the Ministry of Electricity and Energy. The application form PDF and Standard Operating Procedures-SOP PDF can be available at www.dica.gov.mm.
The investors could find the required information at the Ministry of Electricity and Energy’s webpage.
The investors can do business as a wholly foreign owned along with the Power Purchase Agreement - PPA (draft) and the recommendations of the Attorney General Office and the proposals shall be submitted through the Ministry of Electricity and Energy.
43) Can power generation businesses get the exemptions and reliefs?
Power generation businesses can get the exemptions and reliefs.
44) Can Investment for production of mineral do business as a wholly foreign owned company?
There can only be made as a wholly foreign owned company in large scale production of mineral meanwhile in small and medium sized extraction of minerals, only Myanmar citizens are allowed.
45) May I know the application procedure of proposals for production of mineral?
The proposal shall be submitted through the Ministry of Natural Resources and Environmental Conservation. The detailed forms and documents to be attached can be downloaded at www.dica.gov.mm.
No.The proposal does not need to be submitted through the the Ministry of Natural Resources and Environmental Conservation for the and related services.
47) Can the refine metal be made by the foreign investors?
သတ္တုသန့်စင်ခြင်းလုပ်ငန်းအားနိုင်ငံခြားသားရင်းနှီးမြှုပ်နှံသူကဆောင်ရွက်နိုင်ပါတယ်။
No. the foreign investors cannot be made prospecting, exploration and production of jade/gem stones.
49) Can investors from production of mineral get the exemptions and reliefs?
No. Investors cannot get the exemptions and reliefs from production of mineral.
The proposal application form is needed to be applied under section 36 of Myanmar Investment Law.
51) May I know the application procedure of proposals for pearl culturing and production?
The proposal shall be submitted through the Ministry of Natural Resources and Environmental Conservation. The detailed forms and documents to be attachedcan be downloaded at www.dica.gov.mm.
52) May I know which type of tax for the pearl culturing and production investors?
Since the pearl culturing and production is included in the list of promoted sector, the income tax can be exempted.
53) Can investment for international schools do as a foreign owned company?
Yes, Investment can invest for as a foreign owned company. It needs recommendations of Ministry of Education.
54) Can investment for private hospitals and clinics be available as foreign investment?
Yes.
55) Can investment for retail and wholesale businesses do as a foreign owned company?
Yes. Foreigners can invest as a foreign owned company. And it needs the recommendations of Ministry of Commerce.
56) Can investment for minimarkets and convenience store ?
This kind of business can be invested by foreign investors excluding the total floor area less than up to 10,000 square feet or 929 square meter.
57) Can investment for warehouse and bonded warehouse services do as a foreign owned company?
Yes.
58) Can investment water distribution services do as a foreign owned company?
Yes.
59) Can investment waste collection services do as a foreign owned company?
Yes.
60) Can investment for film production and operation of movies show do as a foreign owned company?
Yes.
61) 9. Can investment for publishing of periodicals in English do as a foreign owned company?
Yes. Foreigners can invest for publishing of periodicals in English along with the recommendation of Ministry of Information.
62) Can investment for international and domestic postal services do as a foreign owned company?
They need to abide by the Ministry of Transport and Communication’s recommendations.
63) Can investment for Broadcasting of FM radio channels do as a foreign owned company?
Yes. Foreigners can invest for publishing of periodicals in English along with the recommendation of Ministry of Information.
64) Can investment for Broadcasting of TV channels do as a foreign owned company?
Yes. Foreigners can invest for publishing of periodicals in English along with the recommendation of Ministry of Information.
65) Can investment for tour-guide services do as a foreign owned company?
No.
66) Can investment for local tour services do as a foreign owned company?
Yes. Foreigners can invest for local tour services only in the form of a joint venture.
67) Can investment for railway transportation services do as a foreign owned company?
Yes. Foreigners can invest for railway transportation services along with the recommendation of Ministry of Transport and Communication.
Investment Promotion
1) What are the most important exemptions and reliefs when an investor invests in Myanmar?
- Income tax exemption is granted for a period of 5 consecutive years starting from the year of commencement. It applies to commercial ventures engaged in the production of goods or services;
- Income tax exemption or relief on business profits that are re-invested in a reserve fund and then re-invested within a year after the reserve is set up;
- The right to deduct depreciation on profits for machinery, equipment, buildings and other capital assets that are subject to income tax assessment;
- A relief from income tax of up to 50% on profits accrued from exported goods produced by a manufacturing business;
- The right to deduct expenses for research and development activities carried out in Myanmar. The activities must be both relevant and necessary to the business’ objectives.
- The right to carry forward and set-off losses for up to three consecutive years, starting from the period when the loss was incurred;
- Exemption or relief from customs duty or other internal taxes (or both) on imported machinery and equipment, machinery parts and other materials used during the period the business was constructed;
- Exemption or relief from customs duty or other internal taxes (or both) on raw materials imported for production for the first three years after the construction of the business was completed;
- Exemption or relief from commercial tax on goods produced for export;
- Right to pay income tax on the income of foreigners at the rates applicable to the citizens residing within the Union;
Monitoring
The following documents are necessaries on application for the permission of work for the foreign employee and need to attend to the Chairman of MIC;
- Cover Letter (name, passport no, position of the foreign employee and duration of work)
- Copy of Passport
- Form ( 12A ) (application form for the permission of work)
- Payment slip for Service charges (MMK 5,000.00)
- Recommendation Letter from representative of Board of Director
- Copy of Degree or certificate of foreign employee
- List of appointed employee ( Local and foreign) (Local employees must be listed as Managerial level, Supervisory level, skilled , semi-skilled and unskilled level)
- Proposal list of employee (Both Foreign and Local )
- Authorization Letter mentioning name, NRC. No, Signature, Contact Phone No.) (If investors cannot come to office)
- Copy of latest Quarterly Performance Report
- CV Form of applied foreign employee
- Approval letter of commencement date of commercial operation from MIC (Copy is acceptable)
- Copy of MIC permit and Decision
2) What would the minimum or maximum period be to grant foreign employee from MIC?
MIC would grant foreign employee to appoint minimum 6 months to maximum 1 year.
These machineries, equipment, spare parts and construction materials must be consisted in the proposal approved by MIC. The necessary documents are as follow:
- Cover Letter (name of items, value , quantity)
- Original Profoma Invoice , Sale Contract
- Proposal list of machineries
- Balance of machineries (If has been imported)
- Copy of latest Quarterly Performance Report
- Approval Letter of Construction Period increment (If increased) from MIC.
- Authorization Letter mentioning name, NRC. No, Signature, Contact Phone No.) (If investors cannot come to office)
- Copy of MIC Permit and Decision
These raw materials must be consisted in the proposal approved by MIC. The necessary documents are as follow:
- Cover Letter (name of items, value , quantity)
- Original Profoma Invoice , Sale Contract
- Proposal list of raw materials
- Balance of raw materials (If has been imported)
- Copy of latest Quarterly Performance Report
- Authorization Letter mentioning name, NRC. No, Signature, Contact Phone No.) (If investors cannot come to office)
- Approval Letter of Construction Period increment (If increased) from MIC.
- Copy of MIC Permit and Decision
- Cover Letter (with reasons)
- List of imported machineries and balance
- Photos of construction in progress
- Copy of latest Quarterly Performance Report
- Authorization Letter mentioning name, NRC. No, Signature, Contact Phone No.) (If investors cannot come to office)
- Copy of MIC Permit and Decision, Service Charges to amend permit: MMK 100,000.00
- Cover Letter (to mention the date of commercial operation)
- Export Declaration (if exported), Invoice (if local sales), Bank Statement
- Form-14 (Submitting the date of commencement of commercial operation)
- List of Imported machineries
- Copy of latest Quarterly Performance Report
- Authorization Letter mentioning name, NRC. No, Signature, Contact Phone No.) (If investors cannot come to office)
- Copy of MIC Permit and Decision
- Cover Letter (including reasons for increasing the investment, original investment amount, increase investment amount and total investment amount)
- Board of directors' resolution
- If investors want to import machineries and equipment when increasing the investment, they need to attach a list of machineries and equipment (If investors want to decrease total investment, this fact is not necessary.)
- If investors want to produce new products , they need to attach a list of new products, a list of new raw material, employee List if will be increase and place of business if will be expanded)
- Copy of loan agreement (If investors want to increase the investment with loan)
- List of imported machineries and balance (Approval letter of MIC, Export Declaration)
- Approval letter of commencement date of commercial operation from MIC (Copy is acceptable)
- Copy of latest Quarterly Performance Report (Form-10)
- Authorization Letter mentioning name, NRC. No, Signature, Contact Phone No.) (If investors cannot come to office)
- Copy of MIC permit and Decision
Service Charges to amend permit: MMK 100,000.00
- Cover Letter (with reason to expand the location of the business)
- Board of directors' resolution
- The first location as per proposal and the new location and how far these two locations are in miles
- Land Lease Agreement for new location (If not, Draft land lease agreement is acceptable)
- Copy of land grant of new location
- Board of directors' resolution
- To explain in detail whether amount of total investment will be increased, list of employee will be increased, quantity of machineries will be increased)
- Approval letter of commencement date of commercial operation from MIC (Copy is acceptable)
- If period of income tax exemption is over, please submit yearly tax clearance.
- Copy of latest Quarterly Performance Report (Form-10)
- Authorization Letter mentioning name, NRC. No, Signature, Contact Phone No.) (If investors cannot come to office)
- Copy of MIC permit and Decision
Service Charges to amend permit: MMK 100,000.00
- Cover Letter (with reason to expand the location of the business)The first location as per proposal and the new location and how far these two locations are in miles
- Land Lease Agreement for new location (If not, Draft land lease agreement is acceptable)
- Copy of land grant of new location
- Board of directors' resolution
- Approval letter of commencement date of commercial operation from MIC (Copy is acceptable)
- If period of income tax exemption is over, please submit yearly tax clearance.
- Copy of latest Quarterly Performance Report (Form-10)
- Authorization Letter mentioning name, NRC. No, Signature, Contact Phone No.) (If investors cannot come to office)
- Copy of MIC permit and Decision
Service Charges to amend permit: MMK 100,000.00
- Cover Letter (with reason to reinvest of profits)
- Audited Report
- Recommendation letter of yearly tax clearance (Commercial Tax, Income Tax)
- Board of directors' resolution
- Approval letter of commencement date of commercial operation from MIC (Copy is acceptable)
- Copy of latest Quarterly Performance Report (Form-10)
- Authorization Letter mentioning name, NRC. No, Signature, Contact Phone No.) (If investors cannot come to office)
- Copy of MIC permit and Decision
- Cover Letter (with no. of share transfer, ratio)(If share transferring will be above 50 %, approval of MIC will be required )
- Board of directors' resolution
- Form -8 (Form of Share Transfer)
- Recommendation letter of yearly tax clearance
- Copy of latest Quarterly Performance Report (Form-10)
- Authorization Letter mentioning name, NRC. No, Signature, Contact Phone No.) (If investors cannot come to office)
- Copy of MIC permit and Decision, Company Registration Card, Form – 6, Form-26
- Service Charges to amend permit: MMK 50,000 under total investment amount of US$ 1 million, MMK 100,000.00 above total investment amount of US$ 1 million, MMK 200,000.00 above total investment amount of US$ 20 million, MMK 300,000.00 above total investment amount of US$ 100 million.
- Cover Letter (to describe to transfer the amount of foreign currency from the amount of profit from which financial year and the ratio)
- Board of directors' resolution
- Form -13 (Form of foreign currency transfer)
- Audited Report
- Bank Statement
- Financial Statement
- Recommendation letter of yearly tax clearance
- Bank details from Myanmar and Bank details from acceptance country
- Approval letter of commencement date of commercial operation from MIC (Copy is acceptable)
- Copy of latest Quarterly Performance Report (Form-10)
- Authorization Letter mentioning name, NRC. No, Signature, Contact Phone No.) (If investors cannot come to office)
- Copy of MIC permit and Decision
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