Written by DFDL

On 8 January 2025, the Directorate of Investment and Company Administration (“DICA“) issued an announcement, effective immediately, requiring the online submission of documents for changes in a company’s shares and directors under the Myanmar Companies Law, 2017 (“MCL“). This measure aims to prevent approval delays and disputes.

Key Requirements per the Announcement:

Share Changes (Form C-3)

Companies must include the following documents when submitting the change of share information form under Section 83 of the MCL:

• The board of directors’ approval decision.
• A stamped agreement signed by the transferor and transferee, as required under Section 83 of the MCL.

Director Changes (Form D-1)

Companies must include the following documents when submitting the change of director information form under Section 189 of the MCL:

• A shareholders’ meeting resolution.
• Consent from the appointed or resigning director.
• A copy of the individual’s National Registration Card (NRC) or passport.

Companies must submit these documents to mycodica2.core@gmail.com or mycodica3.core@gmail.com for verification and approval.

Additional Reminder:

The announcement reiterates compliance with the 1 April 2023 directive requiring new companies to submit additional information with their first Annual Return (AR) within two months of registration, as mandated under Section 97 of the MCL. These submissions must also be sent to mycodica2.core@gmail.com or mycodica3.core@gmail.com.

Compliance Note:

The announcement emphasizes that only applications submitted with complete documentation will be verified and approved.

While sub-legislation must typically be published in the gazette to become enforceable, DICA likley issued this announcement based on its authority under Sections 419 and 462 of the MCL. Further clarification may follow once the required gazette notification is made publicly available.

The information provided here is for information purposes only and is not intended to constitute legal advice. Legal advice should be obtained from qualified legal counsel for all specific situations.