The Directorate of Investment and Company Administration (“DICA”) has issued a directive on Disclosure of Information on Beneficial Ownership on 15 November 2019 (“Directive”), which will be effective from 1 January 2020. The primary objective of this Directive is to effectively increase the transparency and accountability of beneficial ownership of a legal entity or an arrangement (in the form of trust or similar arrangement), and also to combat tax evasion, money laundering and terrorist financing activities. The Directive obligates the legal entities or arrangements to disclose the information pertaining to their beneficial ownership to DICA and Internal Revenue Department.
“Beneficial ownership” has been defined as ownership of a natural person(s) who owns or controls a customer and/or the natural person on whose behalf a transaction is being conducted. It also includes those persons who exercise ultimate effective control over a legal person or arrangement. The Directive further defines a “beneficial owner” as any individual who:
- directly or indirectly holds more than 5% of the shares and/or voting rights;
- directly or indirectly have the right to appoint and remove the majority of the board; or
- either have the right to exercise or actually exercises significant influence or control over the public or private company or corporate entity.
The legal entities and arrangements are required to cooperate with the competent authorities in determining the beneficial owner and are required to authorise one or more natural person resident in Myanmar, accountable to DICA for providing information and required assistance to the authorities. These legal entities and arrangements are also required to authorise a Designated Non-financial Business and Professions (“DNFBP”), including service providers such as agents, director or secretary of a company, partner of a partnership firm, lawyers, accountants and companies providing registered office, accommodation, business address, correspondence or administrative address services for a company, responsible for providing required information and assistance to DICA and competent authorities.
The beneficial ownership information will be submitted in an online form which will be made available on the DICA’s website in due course. At the request of the individuals, the information related to beneficial ownership will only be made available to the competent authorities.
The legal entities and arrangements are required to maintain the information and records for at least five years from the date of dissolution of the entity or from the date that entity ceased to exist. In case, the entity ceases to be a customer of the professional intermediary or the financial institution, then records have to be maintained up to five years from such date.
Any legal entity or arrangement that fails to provide accurate and updated information as required or fails to comply with requirements under this Directive will be punishable in accordance with Chapter XI of the Anti-Money Laundering Law, 2014.
The information provided in this email 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.
Partner & Managing Director
Deputy Managing Director
Head of Banking & Finance Practice