DICA Deregisters Companies Failing on Annual Return Submission

The Directorate of Investment and Company Administration (“DICA”) under the Ministry of Investment and Foreign Economic Relations issued three notifications, namely, Notifications 58/2022, 59/2022, and 64/2022 in April 2022 (“Notifications”). As per the Notifications, 300 companies incorporated under the Myanmar Companies Law 2017 (“MCL”) which failed to submit their annual returns (“AR”) within the prescribed time period were struck off this April.  The Notifications form part of a series of multiple such announcements by DICA since July 2021, whereby 3,500 companies have been deregistered till 22 April 2022. The previous lists can be searched on the DICA’s website under the “Announcements and Information” section; please see here (https://www.dica.gov.mm/en/announcements-information) to access the previous list of deregistered companies.

As per the MCL, section 97, all companies incorporated in Myanmar need to file the AR on the Myanmar Companies Online (“MyCo”) portal within two months of incorporation, and at least once every year (not later than one month after the anniversary of the incorporation). If a company fails to comply with the requirements under section 97, within 28 days following notice in this regard from the DICA, the MyCo portal will suspend such companies. Furthermore, if a suspended company fails to restore its status within six months of suspension, the DICA will deregister such a company as per section 430 (f) of the MCL. It is important to note that such deregistration does not absolve liability for the directors and members of such a company.

Similarly, as per section 266 (a) of the MCL, public companies must simultaneously submit their ARs and financial statements on the MyCO portal. All overseas corporations must also submit ARs in the prescribed form on MyCO within 28 days of the financial year ending.

The Notifications are a clear message to all enterprises that they must comply with requirements under the MCL and its implementing regulations.

The MCL provides the remedy to reinstate the companies that have been deregistered through a court process. And, it is recommended that the companies desirous of reinstatement should approach their advisors at the earliest to initiate the process, which can be time-consuming.

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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