The Directorate of Investment and Company Administration in Myanmar now demands specific documents when companies modify their directors or shareholders. Starting January 8 2025, the DICA needs evidence from the Myanmar Companies Law of 2017 to approve company share and director updates. A company in Myanmar needs to follow legal steps plus administrative procedures when replacing its director. This guide explains all the necessary steps to complete your task.
A detailed method for replacing company directors in Myanmar
It entails:
Understanding the legal framework
Under Myanmar Companies Law (MCL 2017), companies must follow the regulations set by the Directorate of Investment and Company Administration (DICA).
Complying with the MCL and company AOA rules is necessary to change directors.
The shareholder group must authorize the change and submit it to DICA through MyCO.
Look at the official rules that control company operations in its AOA document
Examine any text in the company rules that defines how directors get selected and removed.
The business needs to have directors according to legal requirements. A private company needs at least one director, who must be a Myanmar resident. Under Public Company Rules, Directors Must Total Three People with One Resident of Myanmar.
Director resignation or removal
Voluntary resignation: The director provides a resignation document to the company management. A company needs director resignation approval from either its board or shareholders, according to organization policies. The resignation takes immediate effect after the company tells DICA about it.
Removal by shareholders
When the director rejects resignation, a shareholder vote becomes necessary.
The shareholders at a standard meeting can decide to eliminate a director through their voting power. The company needs to submit its removal request to DICA before the 28 days end.
Shareholder meeting (general meeting)
The shareholder group needs to support the new director through a formal vote.
The basic support of votes wins the election.
Submit the data to DICA through the MyCO system
The company should enter the new director’s information into MyCO within 28 days.
Required documents:
- The company must file DICA Form 18, Notice of Change of Directors.
- Resignation letter from the outgoing director
- Shareholders’ Resolution approving the change
- The new director needs to sign and submit a consent letter for the appointment.
- Updated Company Extract (if necessary).
- Copy of NRC/Passport** of the new director.
Filing fee
The basic filing fee number for this procedure is MMK 50,000 at present, as stated by DICA.
Notify other authorities
Internal Revenue Department (IRD): Send director updates to tax authority offices for records.Social Security Board (SSB): Social security systems must reflect director changes when the director is part of the social security program.
Bank and business partners
Update the authorized signers on bank accounts and notify main suppliers, customers and company partners about the change.
Update business licenses (If required)
Business sectors need special industry endorsement before allowing director replacements.
Submit any needed changes to MIC (Myanmar Investment Commission) or special permit authorizations.
Verify completion
Make sure the registration information shows on MyCO. Check that you receive all necessary documents at their proper storage location
Key changes and requirements
To register share transfers, companies must submit the needed application form and present these documents: The company needs board approval for any change in ownership of shares. The documents include a duplicate of the signed share-transfer agreement between parties plus evidence of stamp duty payment. When a company needs to replace its directors, it must submit the needed application and the listed documents.
Copy of new director’s ID or passport
Shareholder members need to approve the selection of new board members.
A new director needs to permit to take on the role or submit their signed resignation
Alongside new requirements, the DICA reminded companies about their previous email submission deadline of April 2023.
Next steps
Companies should submit their director change and share transfer plans to DICA only when their complete paperwork package is ready.
Conclusion
Switching directors in Myanmar demands approval from authorities plus documents and submission to DICA. This procedure ensures the company remains in compliance with Myanmar Companies Law (MCL) 2017.
You may also find these articles helpful
Types of Company Structures in Myanmar
Guide on company registration in Myanmar
