As a foreign investor, you have some options for setting up a company in Myanmar, and here are the business structures you can consider.
Limited liability company (LLC)
You can choose to register a private limited liability company (LLC) which can either be wholly foreign-owned or a local company. Note that Myanmar considers companies with up to 35% of foreign ownership as local companies. An LLC in Myanmar needs at least one shareholder. Shareholders can be either individuals or corporations, and you also need one resident director who must live in Myanmar for at least 183 days in a calendar year.
Joint venture with a local partner
If you want to invest in industries that are subject to the government’s limitations on the percentage of foreign ownership, you can also set up a joint venture with a local partner. In Myanmar, joint ventures are also limited liability companies (LLCs), and you need a minimum of 2 shareholders, one foreign investor and one local shareholder in Myanmar.
Joint-stock company (PLC)
Investors can also establish a joint-stock company, also known as a public limited company (PLC). You can set up a PLC with at least seven shareholders and a minimum capital of US$50,000. Also, note that PLCs are not required to list in Myanmar, but if you do want to be listed on the Yangon Stock Exchange, you need a minimum of US$500,000 capital.
Branch office
Myanmar’s Company Law also allows foreigners to set up branch offices with a minimum of 1 shareholder and an authorized company representative, which can be a foreigner. A branch office in Myanmar can carry out business activities and issue invoices. However, keep in mind that the parent company is fully liable for the branch’s actions.
The branch will be subject to a US$50,000 of minimum capital and the corporate tax rate of 35%, as opposed to the 25% tax rate applicable to companies incorporated in Myanmar. For this reason, setting up a new company in Myanmar may be more cost-efficient than establishing a branch office.
Representative office
Foreign companies can also open 100% foreign-owned representative offices in Myanmar with a minimum shareholder of 1 and an authorized company representative. To open a representative office in Myanmar, you also need to inject US$50,000 of minimum capital.
Representative offices can engage in liaison or marketing activities on behalf of the head office. However, its activities are limited to:
market research
feasibility studies
data collection
It cannot operate in production or commercial related activities nor earn any income or issue any invoices.
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