Myanmar: DICA Issues New Directive Mandating Compliance for Registered Companies

On 1 September 2025, the Directorate of Investment and Company Administration (“DICA”) under the Ministry of Investment and Foreign Economic Relations issued Directive No. (106/2025), reiterating and reinforcing the compliance obligations of all companies and organizations registered under the Myanmar Companies Law of 2017 (“MCL”). The Directive, issued under Section 1(c)(31) and Section 462(a)(2) of the MCL, outlines several compliance requirements that are effective immediately.

Key Compliance Requirements

Mandatory Compliance

Companies and organizations registered on Myanmar Companies Online (MyCO) are required to strictly comply with the MCL, regulations, orders, directives, and procedures issued by the DICA from time to time.

Annual Return (AR) Submission

As per Section 97 of the MCL, companies are required to submit the following supporting documents to the DICA by e-mail together with their annual return within two months of incorporation:

Evidence of bank account opening in the company’s name.
Recommendation letter from the relevant police station confirming that the company’s registered office exists.
Recommendation letter issued by the relevant police station confirming that the directors reside at the registered addresses provided. For foreign directors, documentation demonstrating compliance with the Registration of Foreigners Rules, 1948.
If the members of a company are natural persons, a recommendation letter from the relevant police station confirming that they actually reside at the registered address must be submitted. If the members are legal persons or organizations, the relevant supporting documents must be submitted.

[DFDL Note: The Directive does not specifically differentiate between Myanmar citizens, foreign nationals, or other non-Myanmar individuals; therefore, it technically applies to all members. However, we have separately confirmed with DICA that the requirement to submit a police recommendation letter applies only to Myanmar resident members. Non-Myanmar residents are not required to provide this document.]

Share Transfers

When share transfers occur, the target company must submit the following documents to DICA by email:

Board resolution approving the share transfer, in accordance with Section 83 of the MCL.
Copies of the duly signed and stamped share transfer agreement between transferor and transferee.

[DFDL Note: The Directive does not specify the email address to be forwarded, but based on the previous announcement issued by DICA on 8 January 2025, DICA instructed to send to [email protected] or [email protected] for verification and approval.]

Director Changes

In the case of appointment, resignation, or termination of directors, companies are required to submit the following documents along with copies of the National Registration Card/Passport of the relevant directors:

Shareholders’ resolution, in accordance with Section 173 of the MCL.
Signed consent or resignation by the director. In case of termination, a statement of reasons is in line with Section 178 of MCL.

Public Company Scrutiny

DICA has emphasized that public companies will be subject to enhanced scrutiny to ensure strict compliance with the specific regulatory requirements applicable to such entities.

It has further indicated in this directive that companies should only register as public companies if their operations genuinely necessitate that status and they can fully and precisely comply with all applicable obligations.

[DFDL Note: This highlights the importance of adhering to the relevant provisions of the MCL, particularly those under Division 20, as well as Notification No. 59/2018 dated 9 July 2018 and DICA’s announcement issued in April 2025. Full and accurate compliance is mandatory for all public companies.]

Enforcement Actions

While DICA facilitates the registration of companies and organizations, the company is responsible for complying with the regulatory requirements mandated by the relevant ministries and authorities.

If a company’s non-compliance triggers enforcement action by other regulatory bodies, DICA will also take appropriate enforcement measures, which may include:

Restrictions on non-compliant companies participating in other companies.
Restrictions on non-compliant individuals participating in other companies, including restrictions on being appointed as an officer or becoming a member.
Review of compliance with laws related to anti-money laundering (AML) and counter-terrorism financing (CTF).

Furthermore, during the incorporation process, DICA will verify the compliance history of proposed directors to ensure they have not previously breached the MCL or other applicable legislation.

Compliance Reminder

All companies are required to provide complete and accurate supporting documentation when incorporating or filing changes through MyCO. The Directive reinforces that failure to comply with the DICA’s requests may result in delayed approvals, enforcement actions, or other regulatory consequences.

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.