Introduction

The Union Supreme Court of Myanmar has issued Notification No. 998/2024 (“Notification”), which clarifies the prescribed forms and specific fees under the Insolvency Law (“IL”) and Insolvency Rules (“IR”), both of which were issued in 2020. These forms standardize the process for insolvency practitioners, regulatory authorities, and businesses involved in insolvency proceedings. For further insights into Myanmar’s insolvency framework, you may refer to our firm’s earlier publication, “Myanmar Insolvency Regime – Key Questions & Answers,” available here.

Regulatory Authority and Prescribed Forms

Issued under Section 416(a) of the IL, this Notification authorizes the Union Supreme Court of Myanmar to prescribe forms for insolvency procedures, categorizing them according to their purposes as follows:

Forms Related to Insolvency Practitioner Registration:

• Form Ta-01 – Application for the Practicing Certificate of an Insolvency Practitioner (Fees: 200,000 MMK)
• Form Ta-02 – Notice of Change of Particulars of Insolvency Practitioner (Fees: 10,000 MMK)
• Form Ta-03 – Notice of Revocation of the Practicing Certificate of an Insolvency Practitioner
• Form Ta-04 – Application for Annual Renewal of the Practicing Certificate of Insolvency Practitioner (Fees: 50,000 MMK)
• Form Ta-05 – Renewal of Insolvency Practitioner Practicing Certificate During Suspension Period (Fees: 100,000 MMK)
• Form Ta-06 – Application for Reinstatement of the Name of an Insolvency Practitioner to the Register (Fees: 150,000 MMK)

Forms Related to Regulatory Oversight:

• Form Ta-07 – Notice of Conditions or Restrictions Imposed by the Council or Disciplinary Committee
• Form Ta-08 – Notice of Court Order Regarding Insolvency Practitioner
• Form Ta-09 – Notice from the Council to Injunct the Registrar from Acting on Directions Established by the Council’s Disciplinary Committee
• Form Ta-10 – Notice of Correction of Errors Submitted by the Council or Disciplinary Committee

Forms Related to Insolvency Proceedings:

• Form Ba-01 – Notice of Appointment of Liquidator
• Form Ba-09 – Finalized List of Liquidators

The Form Ba-01: Notice of Appointment of Liquidator

Among the various prescribed forms, Form Ba-01: Notice of Appointment of Liquidator is particularly noteworthy as it plays a central role in initiating the liquidation process for businesses, ensuring compliance with legal obligations for court-appointed, creditor-appointed, and provisional liquidators. Therefore, we would like to provide further details on the requirements and legal considerations associated with this form, including the submission deadline, necessary declarations, and the relevant legal provisions for different types of liquidator appointments. These details ensure compliance with the Insolvency Law and Rules, including the necessary attachments and penalties for non-compliance.

Form Ba-01 must be submitted within two business days of the appointment of a liquidator. A statutory declaration of solvency must also be filed, as specified by IR Rules 76, 77, and 79.

For a member’s voluntary winding-up, directors must declare solvency within three weeks before passing a winding-up resolution supported by a statement of assets and liabilities. Public companies also require an auditor’s report. Failure to comply may result in penalties.

For a creditors’ voluntary winding-up or court-ordered liquidation, creditors or the court appoint the liquidator to oversee asset administration. A provisional liquidator may be appointed before a winding-up order to manage assets. If the Official Receiver is appointed, creditors holding at least 10% of the company’s debts can request a meeting within 28 days to confirm or replace the appointment. Non-compliance may result in penalties under IL Section 4(a).

Legal Basis for Appointment

When completing Form Ba-01, the relevant legal basis for the liquidator’s appointment must be selected from:

• Company-appointed liquidator (IL Section 152(a))
• Creditor-appointed liquidator (IL Section 158(a))
• Company-appointed liquidator (IL Section 158(b))
• Court-appointed liquidator (IL Sections 164(a), 167)
• Provisional liquidator appointed by the court (IL Section 166)
• Official Receiver appointed as liquidator by creditors (IL Sections 168(a)(2), 169(a)(2))
• Filling a vacancy in the liquidator position (IL Section 183)

For company-initiated liquidation (IL Section 152(a)), additional criteria must be met based on:

• Company Constitution Provisions – If the company’s constitution sets a duration for existence or dissolution upon a specific event (IL Section 147(a)(1)).
• Special Resolution by Shareholders – If shareholders pass a special resolution to wind up voluntarily (IL Section 147(a)(2)).

Required Attachments and Compliance

To ensure compliance, the following documents must be submitted with Form Ba-01:

• Court Orders – A certified copy must be attached if the appointment is court-ordered.
• Solvency Declaration—Under IL Section 151(a), a declaration is required for public companies, along with an auditor’s report.
• Timely Submission – Notices and declarations must be submitted within two business days (IL Section 151(g)), with penalties for delays.
• Insolvency Practitioner’s Consent to Appointment – Insolvency Practitioner’s Consent Form-2 must be attached to confirm acceptance of the appointment.

Conclusion

The Notification clarifies the necessary forms for insolvency practitioners and proceedings, facilitating a more structured insolvency process. By outlining the documentation and submission requirements, it aims to enhance compliance and procedural clarity for businesses, regulators, and legal professionals.

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.