On 3 April 2026, the National Defence and Security Council enacted the Amendment to the Securities Exchange Law (Law No. 52/2026). The amendments substantially revise the Securities Exchange Law enacted by the Pyidaungsu Hluttaw in 2013 by introducing new market structures, new categories of regulated entities, a liberalised participation framework, and expanded compliance obligations.
Key Amendments
1. Introduction of New Market Structures and Regulated Entities
- Pre-Listing Board which creates an intermediate market tier for companies that are not yet eligible for full stock exchange listing, providing them with access to capital while remaining under regulatory oversight.
- Derivatives Market which is a newly recognised market for trading contracts linked to securities, indices, interest rates, and foreign exchange rates.
- Credit Rating Agencies are now expressly incorporated into the Commission’s supervisory framework. Critically, companies intending to offer loan contracts to the public must, prior to offering and selling, submit to the Commission a summary of information containing issuance details together with a rating provided by an agency determining the repayment capability. This makes engagement with a Credit Rating Agency a prerequisite for public debt issuances.
- Registration Advisory Company means the company authorized to operate advisory services to register companies in the Pre-Listing Board. Registration Advisory Companies are now expressly subject to Commission supervision.
- Collective Investment Schemes (CIS) covers pooled investment vehicles such as mutual funds, private funds, and trust funds. The Securities and Exchange Commission is now expressly empowered to regulate and approve CIS operations.
2. Expanded Licensing Scope
A new Section 27(a) provides that any company wishing to conduct business related to other businesses designated as securities businesses by the Commission through a notification may apply to the Commission for a licence in accordance with prescribed standards.
3. Procedural Changes for Public Offerings
- Debt securities: Before offering and selling loan contracts to the public, the issuing company must submit to the Commission a summary of information containing issuance details, together with a rating from a credit rating agency.
- Other remaining loan contracts: A prospectus summary containing information related to the issuance must be submitted to the Commission before any public offering.
- Rights issues: For companies listed on the stock exchange that wish to offer securities through a rights issue to current shareholders in proportion to their holdings under the company’s articles of association, the offering letter must be submitted to the Commission in advance.
- Public disclosure: When offering to the public, the company must also publicly disclose a prospectus containing key information about the company together with its articles of association.
- The Commission retains a 60-day decision window for submissions under the loan contract and prospectus summary requirements.
4. Foreign Participation Provisions
A new provision provides that whether an individual citizen or a foreign national, or a company or organization, may be permitted to conduct securities exchange businesses in accordance with the prescribed standards. This provision creates a legal basis for foreign participation, subject to Commission discretion and standards yet to be prescribed.
5. Extended Confidentiality Obligations and Associated Penalties
The amendment extends the confidentiality obligation to responsible persons and employees of all companies licensed to operate a securities exchange business, in addition to Commission members and staff. No such person may disclose, show, or publicly announce any information obtained while performing their official duties to any unrelated person.
Any violation of this provision whether by a Commission member, Commission employee, or a responsible person or employee of a licensed entity is subject to imprisonment for up to three years, a fine, or both.
Practical Implications
- Companies involved in securities business should review and update their internal policies and documents to align with the new law and terminology.
- Public companies planning to raise funds need to adjust their processes, especially as debt offerings now require a credit rating and additional disclosure steps.
- Businesses interested in operating new market platforms, such as pre-listing or derivatives markets, may benefit from easier entry but must comply with upcoming rules from the Commission.
- Fund managers should prepare for the regulation of collective investment schemes, including possible licensing requirements.
- Foreign investors now have a clearer legal basis to participate in Myanmar’s securities market, although further details are expected.
- All employees of licensed entities should be aware of stricter confidentiality obligations, as breaches may result in serious penalties, including imprisonment.
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.
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