YANGON — The Directorate of Investment and Company Administration (DICA) said it would release regulations relating to the new Companies Law before it takes effect on Aug. 1 with instructions on electronic registration, company constitutions and capital structures.
“We submitted the regulations to the [government’s] Economic Committee already; the cabinets will review it later,” said DICA Director U Myo Min.
After the review, DICA will release the regulations on its website, via state-run media and by other means, he added.
The Companies Law is considered one of the major legislative achievements of the ruling National League for Democracy, replacing and incorporating elements of the 1914 Companies Act and 1950 Special Companies Act. DICA says it will make it easier for foreigners to invest in local companies and make business regulation more efficient and effective.
Once it takes effect, all companies will need to re-register electronically with Myanmar Companies Online within six months, or by Jan. 31.
A partial draft of the regulations says a company must ensure that all forms and documents lodged electronically are also kept as hard copies at its registered office. Copies of passports or other identity documents of those who register a company, and others prescribed by the regulations, will have to be kept with the company, as well.
The draft says registration may be rejected if the company fails to complete forms property, attach required documents, provide required information or pay the requisite fee. And if a company fails to re-register within the six months, it will be struck from the company registry and dissolved. Companies that miss the deadline can get back on the registry, but the fees and procedures for doing so have yet to be announced.
When they re-register, companies and corporations must provide the full name, date of birth, gender, nationality and address of every director and secretary, along with the address of the entity’s registered office.
DICA said a company or corporations that re-registers also has to provide a copy of its constitution, or a statement that it has adopted the model constitution.
“We will provide information of the whole process. Before registration, a company needs to review the model company constitution, decide whether to adopt it and whether to retain the business objectives of the company,” U Myo Min said.
The DICA director said companies should also review the directors’ duties and liabilities under the new law and will have to update their lists of directors, members, mortgages and charges.
According to DICA, there are more than 50,000 local companies and 7,000 foreign companies currently registered in Myanmar.