Establishing Branch and Representative Offices in Myanmar

Charltons Myanmar assists companies seeking to establish branch and representative offices in Myanmar.
The key characteristics and obligations of branch and representative offices are set out below:-

Branch Offices in Myanmar

According to the new Company Law, there is no longer a branch or representative offices in Myanmar. It is now called an overseas corporation. Overseas corporation is basically a Myanmar branch of a company that has been incorporated outside Myanmar. Overseas corporation is not a limited liability entity but need to register in Myanmar in order to carry on business in the country unless the business is an isolated transaction that is completed within a period of 30 days. There is no minimum capital requirement. The required documents for incorporation of an overseas corporation are as follows:

  1. Name of a Parent Company,
  2. Jurisdiction of Incorporation and Registration Number of a Parent Company,
  3. Registered Office Address of a Parent Company,
  4. Proposed Name of Overseas Corporation in Myanmar,
  5. Address of principal place of business or registered office in Myanmar,
  6. Name of Authorized Officer of overseas corporation in Myanmar (An Authorized Officer (AO) must spend 183 out of 365 days in Myanmar. The AO can be a foreigner. This is a requirement stated under the new Myanmar Companies Law of 2017.),
  7. Passport Copy of Authorized Officer,
  8. Directors of a Parent Company,
  9. Nationality, Date of Birth and Passport Copies of Directors from a Parent Company,
  10. Business Registration Certificate of a Parent Company,
  11. Constitution of the Parent Company; or Memorandum and Article of Associations of a Parent Company,
  12. Board of Director’s Resolution to set up Overseas Corporation in Myanmar,
  13. Board of Director’s Resolution to appoint one of its members as Authorized Officer with Power of Attorney to sign all documents pertaining to the setup of the Overseas Corporation (Branch) in Myanmar and to run it Declaration of List of Directors of a Parent Company; providing name, address, nationality, passport number and date of birth of each director; Signed by the MD, Chairman or whoever is authorized under the company’s Article of Association to sign Board of Director’s resolution.

Branch and Representative Offices

  1. Applications are made to the DICA;
  2. Local office of a foreign company;
  3. No local ownership;
  4. No limited liability;
  5. Often used as starter entity to commence operations;
  6. Can lease an office and hire local employees;
  7. Tax – 25% for both local and foreign company under the Union Tax Law;
  8. Annual tax return required;
  9. Tax status as non-resident foreigner;
  10. No other corporate filings.