The Directorate of Investment and Company Administration (“DICA”) under the Ministry of Investment and Foreign Relations issued Notification 41/2020 on 9 May 2020 (“Notification”) whereby 810 companies incorporated under the Myanmar Companies Law 2017 (“MCL”) were struck off and removed from the register of companies. From its effective date, this Notification targets those companies that failed to file annual returns with the DICA via the Myanmar Companies Online (“MyCO”) electronic registration system.
Under this Notification, those affected companies wishing to continue conducting business operations will now face unnecessary and time consuming legal proceedings in attempting actions to have the courts reinstate their company name to the list in order to lawfully continue their operations.
Pursuant to Section 430 of the MCL, if a company fails to submit the required annual return as mandated under Section 97, the company registrar (“Registrar”) may give notice to the affected enterprise that it intends to suspend the company’s registration. Such suspension will take effect within 28 days unless the company acts quickly to remedy the default, including payment of any outstanding fees and prescribed penalties. Following any suspension, the Registrar may revoke the suspension and restore the company to the register subject to submission of the relevant application accompanied by all outstanding annual returns, associated filing fees and any prescribed late filing fees or penalties.
If the suspension is not revoked within six months from the effective date of the suspension, the Registrar may strike the company’s name from the register and publish a notice in the Gazette to this effect thereby dissolving the company. The liabilities of all directors and members of the company will continue in effect.
By releasing this Notification and the listnaming the companies that have been struck off, DICA is sending a clear message to all enterprises that they must stay in compliance with the MCL and its subordinate legislation if they wish to continue doing business in Myanmar. In terms of housekeeping matters, the Notification also intends to remove dormant or inactive companies from the register.
If you are affected by this Notification, DFDL would be happy to provide our services should you need our assistance in restoring your company name to the register. We can assist with any legal proceedings necessary for a company to continue its existence and lawful operations or with voluntary liquidation under the MCL if so required. Please feel free to contact us.
For your further reference, the list of companies that have been struck off by DICA can be downloaded here.
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.
Partner, Deputy Managing Director & Head of Banking and Finance Practice, DFDL Myanmar
Partner & Managing Director, DFDL Myanmar/Singapore