Myanmar Permit to Trade
Foreign companies must obtain a permit to trade (Permit to Trade) before they can commence operations in Myanmar. Permits to Trade are issued by the Directorate of Company Administration (DICA). A company should apply for a Permit to Trade once its proposed name has initially been approved by the companies registration office but prior to applying for actual company registration.
The application for a Permit to Trade must be accompanied by the following documents:-
- Required particulars entered in Form A of the Myanmar Companies Regulation, 1957
- Drafts of the company’s memorandum and articles of association or equivalent constitutional documents
- Duly completed questionnaire form prescribed by the Capital Structure Committee of the Ministry of National Planning and Economic Development
- List of economic activities intended to be performed in Myanmar (and permission from the relevant Ministry if any)
- Estimated expenditures to be incurred in Myanmar for the first year of the operation
In the case of a foreign branch the following must also be provided:-
- Instead of drafts of the memorandum and articles of association, a copy of the foreign company’s memorandum and articles of association or other constitutional documents notarised by the Myanmar Embassy concerned in the country where the company is incorporated
- Copies of the foreign company’s balance sheet and profit and loss accounts for the last two financial years
- Where the memorandum and articles of association and equivalent documents are not in English in the original, authentication of the translation into English
The DICA will issue the Permit to Trade after considering the recommendation of the Capital Structure Committee formed to review applications in Form A, and to submit its recommendations to the Minister of Trade, whose decision to issue or not to issue is final.
After the amount of capital is fixed and prescribed, the Capital Structure Committee will make recommendation to the Minister for Trade for the issue of a Permit to Trade. The form of Permit will be Form 1 set out in the Third Schedule of the Myanmar Companies Act.
The conditions which under which a Permit is granted are attached to the Permit, and are listed. The conditions may be amended if a company makes any alterations in its Memorandum and Articles of Association, or its constitution. Otherwise the conditions cannot normally be amended during the term of the Permit.
The Permit to Trade will be for a fixed period which, under normal circumstances, is one year from the date of issue of the Permit. However, it is renewable.
Renewal of Permit to Trade
Applications to renew Permit(s) to Trade are to be made thirty (30) days prior to the date of expiry .
In the case of a renewal the same procedure relating to the issue of a new Permit to Trade as outlined above should be followed wherever applicable. In addition the following requirements are also to be complied with:
- Documentary evidence must be submitted relating to the last completed year of assessment, taxes paid, and returns of pending assessments and advance tax paid under the Myanmar Tax Laws on the profits of business (not income tax and other taxes paid on imported equipment, etc.)
- Any alteration to the Memorandum and Articles of Association should also be notified.
- A certified statement that the conditions under which the last Permit to Trade was granted have been fully complied with.
- Form of certificate to be attached to the application for renewal as regards Issued and Paid Up Capital or Head office Fixed Capital Account prescribed by the Ministry of Trade.
- Myanmar Balance Sheets and Profit and Loss Accounts for the last two years, duly audited by a Registered Accountant or a Certified Public Accountant as provided in the Myanmar Companies Act, must be attached to the application.
Cancellation or suspension of Permit to Trade
A Permit to Trade may be cancelled or suspended at any time if the foreign branch/company or any of its officers or agents, knowingly commits any of the following:
- an offence under the Myanmar Tax Laws;
- an offence under the Foreign Exchange Regulations Act 1947;
- any other offence in respect of which the company is liable to punishment under any law for the time in force; and
- breach of any of the conditions provided in the Permit.
Every foreign company must surrender the Permit to the authorities concerned and notify such surrender to the Registrar within one month after the commencement of the winding up of the company or closing down of the branch.