Restoring Company Registration And Status In Myanmar

• Published date: 03 May 2023
• Subject Matter: Corporate/Commercial Law, Corporate and Company Law, Directors and Officers
• Law Firm: Tilleke & Gibbins
• Author: Ms Yuwadee Thean-Ngarm, Aye Thuzar Hlaing and Khin Pearl Yuki Aung

In 2018, following enactment of the Myanmar Companies Law (MCL), the Directorate of Investment and Company Administration (DICA) launched Myanmar Companies Online (MyCO), an official online platform for corporate registration. The MCL required companies to re-register in MyCO, but some companies did not complete this step within the date provided by the law. In addition, the MCL introduced a requirement for companies to file an annual return through MyCO. Some companies have also failed to do this, which can eventually lead to DICA automatically striking the company's name from the register.

If a company has not re-registered, it must follow specific administrative procedures to 'activate' the company in MyCO. There are also administrative procedures allowing for restoration of companies that have been struck from the DICA register. This article considers the ramifications of each of these scenarios and outlines potential next steps for companies facing these challenges.

Activating a Company Not Yet Re-registered

Prior to enactment of the MCL, all companies were formed under the Myanmar Companies Act 1914, which was the primary law governing registration and operation of companies in the country. Once the MCL was passed, companies were required to re-register online via MyCO by January 31, 2019.

For companies that did not re-register on MyCO, the company's name, old registration number, and registration date under the Myanmar Companies Act 1914 was recorded in MyCO, and the status of the company was set as 'Not Yet Re-registered.'

Companies assigned this status should not assume that it means the company was struck off the DICA register. Rather, the DICA states that if a company is listed as not re-registered on MyCO, it can still re-register by fulfilling the requirements specified in the MCL.

In order to re-register under the MCL, the company must obtain a court order to proceed with the re-registration process and submit it along with the required form via MyCO in the presence of the registrar.

Restoring a Struck-Off Company

Under the MCL, all companies must file an annual return through the...