Myanmar Business Guide 2012 by PwC

1. www.pwc.com
Myanmar
Business Guide
August 2012

2. Table of Contents
1. Foreword 4
2. The Economy 6
2.1. Economic Prospects 7
2.2. Economic Structure 8
2.3. Major Investors in Myanmar 8
2.4. Sanctions 10
3. Conducting Business in Myanmar 13
3.1. Form of Business 13
3.2. Foreign Investment Restrictions 15
3.3. Investment Incentives 15
3.4. Investment Guarantee and Protection 17
4. Taxation in Myanmar 18
4.1. Corporate Income Tax 18
4.2. Personal Income Tax 22
4.3. Commercial Tax 23
5. Other Taxes 24
5.1. Property Tax 24
5.2. Stamp Duty 24
5.3. Custom Duty 24
5.4. Excise Duty 24
6. Human Resources and Employment Law 25
6.1. Employment of Foreigners 25
6.2. Labour Laws in Myanmar 26
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3. 7. Other Considerations 27
7.1. Commercial registration and licensing requirements 27
7.2. Exchange control 27
7.3. Foreign ownership of land and property 28
7.4. Arbitration law 28
7.5. Economic and Trade Agreements 28
8. Banking in Myanmar 30
8.1. Financial Structure of Myanmar 30
8.2. Foreign exchange rates 33
8.3. Interest rates 33
9. Country Overview 34
9.1. Country snapshot 34
9.2. Brief History 36
9.3. Demographics 37
9.4. Political System and Governance Structure 38
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Myanmar Business Guide

4. Foreword
It is impossible to ignore the landscape have resulted in optimism
enormous economic, political and from the global business community.
social transformations which have However, there are also numerous
been sweeping through Myanmar in practical considerations. I trust
recent times. Change is happening at this guide will serve as a valuable
a rapid pace in Myanmar. Economies reference guide to help you embark
such as the US and European Union on a successful and profitable venture
continue to ease long held bans on in Myanmar.
foreign investment into the country.
Equally important, Myanmar is I am pleased to share that PwC is in
taking steps to liberalise its state the process of setting up an office
controlled economy. in Yangon. These details will be
available shortly. In the meantime,
Although these developments bring the contact details of the team behind
immense opportunities for businesses the Myanmar desk in Singapore are
looking to invest in Myanmar, contained in this guide.
challenges remain. PwC’s inaugural
edition of the Myanmar Business
Guide provides a comprehensive
summary of the various key Yeoh Oon Jin
developments, as well as practical Chairman Designate
guidance and considerations for PricewaterhouseCoopers LLP,
doing business there. Singapore
August 2012
Inside you will find details on
Myanmar’s economy and investment
climate, including its growth
prospects and recent developments
regarding international sanctions
against the country. PwC has also
provided insights on Myanmar’s
laws on taxation, human resources
and employment as well as insights
on foreign exchange, ownership of
land and property, and the country’s
banking system. We would also like
to acknowledge the assistance of U
Win Thin, who provided valuable
local insights into these topics which
have been incorporated into the
guide.
The significant developments in
Myanmar’s economic and political
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5. Contacts
PwC Myanmar Desk
Ong Chao Choon Partner chao.choon.ong@sg.pwc.com +65 6236 3018
Chris Woo Partner chris.woo@sg.pwc.com +65 6236 3688
Jovi Seet Partner jovi.seet@sg.pwc.com +65 6236 3168
Lim Hwee Seng Partner hwee.seng.lim@sg.pwc.com +65 6236 3118
PwC Services
include the following:
1 Mergers and acquisitions advisory
2 Capital projects and infrastructure advisory
3 Market entry advisory and market studies
4 Taxation, customs and excise duties advisory services
5 Audit and other assurance services
6 Human resources advisory and international assignment services
7 Accounting, incorporation and corporate secretarial services
8 Anti-corruption and corporate restructuring services
9 Consulting services
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Myanmar Business Guide

6. 2. The Economy
Myanmar is rich in natural resources 7% in industry, reflecting Myanmar’s
such as arable land, forestry, primarily agricultural economy.
minerals, natural gas, as well as
freshwater and marine resources, The most productive segments of the
gems and jade. The country has economy are currently the extractive
recently emerged as a natural industries, in particular oil and gas,
gas exporter, with exports to mining and timber. Other areas such
neighbouring countries providing as manufacturing and tourism, which
an increasingly important revenue represent a small share of economic
stream. activity, are largely accounted for by
state industries.
The economy is expected to have
grown 5.5-5.8%1 in the fiscal year While the Myanmar government
ending 31 March 2012 (FY11) has good economic relations with
compared to 5.3% and 5.1% in FY10 neighbours such as China and
and FY09 respectively, driven by Thailand, significant improvements
higher investment in hydropower, in the business and political climate
natural gas and oil and commodity and economic governance will be
exports. required to attract serious, long-
term investment, particularly from
GDP composition by sector in 2011 western economies. Initial steps
consisted of services (43.6%), towards reform and opening the
agriculture (including livestock, economy were taken in 2011 through
fisheries and forestry) (38.2%) and the lowering of export taxes and an
industry (18.2%), with services easing of restrictions on the financial
overtaking agriculture for the sector.
first time in FY11 to be the largest
contributor to the economy (the FY10 The exchange rate of the Kyat on
composition of GDP was agriculture the unofficial market appreciated
43.1%, services 36.9% and industry to approximately MMK800/US$1
20%). However the distribution of in FY11, maintaining an upward
the labour force is still largely skewed trend from MMK1,000 in FY09.
towards agriculture with a 70% The appreciation was driven by
share, relative to 23% in services and foreign investment and the general
depreciation of the US dollar.
1
Asian Development Bank and UN estimates “UN tips 5.8% growth in 2011”,
Myanmar Times, May 2011
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7. Exports of gas increased by nearly
15% to an estimated US$3 billion.
Gemstones and jade exports,
however, declined after doubling
in FY10. Higher levels of imports,
particularly construction materials
and machinery, widened the current
account deficit to an estimated 2.7%
of GDP in FY11 from 0.9% in FY10.
Increased foreign investment in
energy and hydropower, estimated
at US$2.8 billion in FY11, helped
lift international reserves to
approximately US$8 billion by March
2012, equivalent to 9.4 months of
imports. Foreign investment in other
industries is insignificant owing
to barriers to entry and the poor
business environment.
The monetary authorities lowered
administered bank interest rates
by 4 percentage points from 17% taken to reform and diversify the Among the planned reforms is a
to 13% for lending and from 12% economy, many structural barriers land law giving farmers the right
to 8% for deposits in FY11, though will need to be overcome to realise its to own, sell, and mortgage their
banks were also given some flexibility full potential. land. Credit to the farm sector
in setting deposit rates. Yields on remains inadequate, even though the
treasury bonds made them attractive The government that took office in Myanmar Agriculture Development
investments for banks, which reduced March 2011 has an opportunity to Bank has doubled its funding for
central bank monetisation of the rejuvenate the economy after more farmers in each of the past two years.
fiscal deficit in FY11. than 50 years of stagnation. In a A microfinance law was approved
promising start, the authorities took in November 2011 to expand
2.1. Economic Prospects steps to unify the multiple exchange microcredit to farmers.
rates and are preparing other
Going forward, GDP is expected reforms, including a new national The government is preparing a
to grow 6% in FY12 and 6.3% in development plan.2 new foreign investment law that
FY13, driven by improved business is expected to offer tax breaks
confidence following recent political New currency arrangements from to investors and allow them to
and economic reforms. However, 1 April 2012 involve a managed lease private land and repatriate
short term risks to growth include float of the Kyat with a reference investment proceeds using market
the rapid appreciation of the exchange rate of MMK818/US$1. exchange rates. Special economic
Kyat and potential slowdown in The government plans to establish a zones in Dawei in southern
neighbouring countries due to the formal interbank market and relax Myanmar, Thilawa near Yangon, and
European sovereign debt crisis, as exchange restrictions on current Kyaukphyu on the west coast will be
well as operational challenges that international payments and transfers. established to attract investments.
may be faced by the authorities. Fiscal policy in FY12 targets a modest
While important steps have been fiscal deficit equivalent to 4.6% of
GDP.
2
Asian Development Outlook 2012
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Myanmar Business Guide

8. Gas production and exports are and contribute to a widening of the 2.3. Major Investors in
scheduled to increase sharply in current account deficit. Myanmar
FY13 when the Shwe and Zawtika
gas fields and pipelines to the Easing of economic sanctions
China surpassed Thailand to
People’s Republic of China (PRC) and imposed on Myanmar by industrial
become the largest foreign investor
Thailand, now under construction, countries would lead to higher
in Myanmar in FY10-FY11, when
are completed. Inflation has been levels of trade and investment, as
approximately US$20 billion
quickening to just over 6%. The well as the resumption of assistance
of energy and infrastructure
authorities raised administered and concessionary financing both
development projects were
electricity prices in late 2011 and fuel from these countries and from
announced. According to the Vice-
prices in early 2012. A government international financial institutions.
Secretary General of the China-
plan to help farmers by supporting
ASEAN Expo Secretariat, Mr Nong
rice prices is likely to lead to higher 2.2. Economic Structure Rong, Chinese investors are targeting
retail prices of rice.
the underdeveloped infrastructure
Myanmar’s economy is dominated by and construction sectors as well as
Relaxing foreign exchange controls natural resources and commodities. manufacturing due to availability of
is expected to propel imports upward Its largest exports are natural gas cheap labour.
Thailand is the second largest
Table 1: Myanmar Key Industries foreign investor in Myanmar,
with approximately US$9 billion
Permitted Enterprises
invested in manufacturing and
No Industry No USD in mil % mining projects. Investment has
1 Power 5 18,874 46.4% been particularly strong in oil and
2 Oil and Gas 109 14,063 34.6% gas – through PTT Exploration and
3 Mining 66 2,814 6.9%
Production, the overseas arm of
state owned PTT, which operates
4 Manufacturing 164 1,761 4.3%
the Zawtika gas project in the gulf
5 Hotel and Tourism 45 1,056 2.6% of Mottama, while also being a
6 Real Estate 19 1,056 2.6% partner in the Yetagun and Yadana
7 Livestock and Fisheries 25 324 0.8% offshore gas projects. According
to the commercial counsellor at
8 Transport and communication 16 314 0.8%
Thailand’s embassy in Myanmar, Mr
9 Industrial Estate 3 193 0.5% Prajuab Supinee, new Thai investors
10 Agriculture 7 173 0.4% are showing an interest in consumer
11 Construction 2 38 0.1% goods manufacturing and agriculture
12 Other Services 6 24 0.1%
ventures.
Total 467 40,699 100%
Figure 1 Others 12%
Rice 2%
Agriculture Products 3% Natural Gas
29%
Raw Rubber 3%
Fishery Products 4%
Garment 4% Minerals
26%
Forest Products 7%
Bean and Pulses 10%
Source: Ministry of National Planning and Economic Development
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9. South Korea is the fourth largest Table 2: Foreign investments by Country
Foreign Direct Investment (FDI)
contributor, with 48 projects Permitted Enterprises
amounting to US$2.9 billion being No Country No USD in mil %
undertaken since 1988. South 1 China 5 13,949 34.3%
Korean companies (including large 2 Thailand 61 9,568 23.5%
conglomerates like Daewoo and
3 Hong Kong 38 6,308 15.5%
Samsung) are looking to further
increase their investments in 4 Republic of Korea 49 2,941 7.2%
construction, mining, agriculture, 5 UK* 52 2,760 6.8%
electricity, energy, logistic and 6 Singapore 72 1,804 4.4%
freight-forwarding, vehicles and auto
7 Malaysia 41 1,027 2.5%
parts, communication and multi-
media, iron and steel, agro-fishery, 8 France 2 469 1.2%
timber and wood, financing, real 9 United States 15 244 0.6%
estate, garment, transport, hotel 10 Indonesia 12 241 0.6%
and tourism and civil engineering 11 The Netherlands 5 239 0.6%
industries, according to the Korea
12 Japan 24 216 0.5%
Trade-Investment Promotion Agency.
Singapore and Malaysia are also 13 India 6 262 0.6%
among the top sources of FDI to 14 Philippines 2 147 0.4%
Myanmar, particularly since the latter 15 Russian Federation 2 94 0.2%
joined ASEAN in 1997. The Singapore
16 Australia 14 82 0.2%
Business Federation has led two
business delegations to Myanmar 17 Austria 2 73 0.2%
in February and June 2012, both 18 Panama 2 55 0.1%
consisting of representatives from 19 Vietnam 3 42 0.1%
more than 70 companies looking to 20 United Arab Emirates 1 41 0.1%
identify investment opportunities
21 Canada 14 40 0.1%
in information technology, tourism,
commodities trading, industrial 22 Mauritius 2 31 0.1%
and infrastructural planning, 23 Germany 2 18 0.0%
manufacturing, construction 24 Republic of Liberia 2 15 0.0%
and real estate. According to the
25 Denmark 1 13 0.0%
deputy minister of the Ministry of
National Planning and Economic 26 Cyprus 1 5 0.0%
Development, Dr Kan Zaw, Singapore 27 Macau 2 4 0.0%
is expected to be a significant investor 28 Switzerland 1 3 0.0%
in the following years. 29 Bangladesh 2 3 0.0%
30 Israel 1 2 0.0%
31 Brunei Darussalam 1 2 0.0%
32 Sri Lanka 1 1 0.0%
Total 467 40,699 100%
* Inclusive of enterprises incorporated in British Virgin Islands,
Bermuda Islands and Cayman Islands
Source: Ministry of National Planning and Economic Development
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Myanmar Business Guide

10. 2.4. Sanctions rebel groups and liberalisation of “The European Union welcomes the
sections of the economy. remarkable changes in Myanmar and
Background has decided to open a new chapter in
The reforms as well as the conduct our relations. Now that the sanctions
International sanctions against of the 1 April 2011 by-elections will be effectively suspended, we
Myanmar were imposed over a long have led to widespread praise encourage trade and investment in
period of time – throughout the from the international community the country”.
past two decades – and formed a and immediate actions to ease – Catherine Ashton
complex web of laws, regulations and the sanctions regime against the The European Union (EU) High
government-imposed restrictions. country to support its transition Representative for Foreign Affairs
to democracy and its economic and Security Policy
Recent developments development. The underlying theme
of all ‘sanction-easing’ initiatives by “The point has been reached where
On 30 March 2011, the State Peace foreign governments has been one lifting sanctions is the best way to
and Development Council (SPDC) of responding to actions towards promote further progress.”
formally transferred power to a progress and reform taken by the – Bob Carr
new Union Government headed by Myanmar government with actions Australian Foreign Minister
President Thein Sein, ex-general and to ease sanctions and normalise
prime minister for SPDC. The new relations, as reflected by the Overview of sanctions status by
regime has since embarked on a series following quotes from key officials: country
of sweeping changes and reforms,
including amongst others, the release “This reform process has a long way Most sanctions against Myanmar
of over 700 political prisoners, the to go. The future is neither clear have been either lifted or temporarily
establishment of an independent nor certain. But we will continue to suspended by the EU, the US,
National Human Rights Commission, monitor developments closely and Australia and Canada. The current
the easing of restrictions on the meet, as I said when I was there [in status is summarised in the table
media and civil society, tentative Burma], action with action” below:
ceasefires with several major ethnic – Hillary Clinton
US Secretary of State
Table 3: Overview of sanctions status of country
Country Examples of past sanctions Action taken and current status
European • Ban on imports of and investments in • Suspension of all restrictive measures against
Union timber, coal, certain metals and precious Myanmar was agreed by the EU Foreign Affairs
and semi-precious stones. Council on 23 April 2012 and given full legal effect
• Restrictions on exports of equipment used by the Council Regulation (EU) No 409/2012 14
in industries targeted by the import ban. May 2012.
• Ban on provision of certain services. • Exceptions: arms embargo and embargo on
equipment which might be used for internal
• Freezing of funds and economic
repression remain in place for another 12 months.
resources of persons involved in policies
which impeded Myanmar’s transition to • Timeline: suspension currently agreed until 30
democracy. April 2013.
US • Restrictions on the provision of financial • Suspension of sanctions barring investment and
services. provision of financial services in Myanmar on
• Prohibitions on imports from Myanmar. 17 May 2012 but reflecting particular human
right risks with barring the provision of security
• Ban on new investments.
services and transactions with any entity or
• Ban on bilateral and multilateral person who are still blocked under the Burma
assistance. sanctions programme.
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11. Country Examples of past sanctions Action taken and current status
• Visa bans for persons linked with • The existing Burmese Sanctions Regulations
policies impeding Myanmar’s transition (BSR) administered by the Treasury Department’s
to democracy. Office of Foreign Assets Control (OFAC) will
• Freezing of funds and assets belonging to remain in place until further notice but the
the SPDC, the senior officials of SPDC or Treasury will issue general licenses to American
the USDA. companies authorising them to invest or provide
financial services.
• Reporting Requirements: Any US person or entity
whose aggregate new investment exceeding US$
500,000 are required to file the report to State
Department of the information with the detailed
information of the investment.
• Exceptions: arms embargo maintained; American
companies will still be restricted from doing
business with individuals or companies involved
in human rights violations, a list of which is being
constantly updated according to US officials.
• Timeline: not specified.
Australia • Travel bans for members of the • Easing of sanctions and move to normalise trade
Government. ties announced in April 2012.
• Sanctions directed at financial • Lifting of all remaining economic, financial and
transactions. travel sanctions announced on 7 June 2012 and
expected to come into effect in the coming weeks.
• Exceptions: arms embargo will remain in place.
• Timeline: no timeline, sanctions lifted permanently.
Country Examples of past sanctions Action taken and current status
Canada • Perceived as having some of the toughest • Lifting of most sanctions announced on 24 April
sanctions. 2012.
• Economic sanctions imposed in 2007 • Exceptions: ban on arms deals maintained.
through the Special Economic Measures • Timeline: not specified.
(Burma) Regulations.
• Ban on all goods exported from Canada
to Myanmar except humanitarian goods.
• Ban on all goods imported to Canada.
• Freeze on assets in Canada of any
designated Burmese nationals connected
with the Burmese State.
• Prohibition on the provision of Canadian
financial services to and from Burma.
Japan • The Japanese Government did not • Debt write-off of US$3.7 billion and resumption of
impose sanctions and maintained trade development aid announced in April 2012.
ties with Myanmar, however official
development assistance was suspended
except humanitarian aid.
• Japanese companies have held back
from investing in Myanmar in recent
years so as not to jeopardise relations
with the US and the EU.
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Myanmar Business Guide

12. Sustainability of political reforms economy in five years and further
and long term prospects accelerate the pace of change. The
government gave permission, for the
While the international community first time, to the publication of the
has responded to recent democratic International Monetary Fund (IMF)
reforms undertaken by the Myanmar annual assessment of the country,
Government with immediate actions demonstrating its “willingness to
to ease economic and financial re-engage with the international
sanctions, the preferred approach community”, according to IMF
has been to temporarily suspend mission chief for Myanmar, Meral
sanctions rather than lift them Karasulu. The IMF has also noted
completely. that the authorities have been
actively seeking its advice, and that
Given that the sustainability of the Fund is scaling up technical
political reforms requires the assistance in line with the authorities’
commitment of the government, the priorities.
above should be seen as an incentive
mechanism to encourage further The Myanmar’s new draft foreign
progress rather than a risk that investment law is being put forward
sanctions will be re-imposed. We for approval by Parliament this year.
expect the current sanctions status to It sets out land-use terms, legal
remain in place given evidence which structures and incentives for foreign
suggests that the democratisation companies such as a five-year tax
process and political and economic holiday from the start of commercial
reforms will continue. operations, demonstrating the
government’s commitment to attract
President Thein Sein has recently long term foreign investors.
announced a second wave of reforms
which aim to triple the size of the
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13. 3. Conducting Business in Myanmar
3.1. Form of Business namely a private limited liability
company and a public limited
Under the Foreign Investment Law, liability company. Currently, there
a foreign entity may establish its is no public foreign company in
presence in Myanmar as a limited Myanmar. A private limited liability
liability company (private or company is required to have at least
public), a registered branch and a two shareholders and the number
representative office of a company of members is limited to 50. The
incorporated outside Myanmar, a transfer of shares to a foreigner is
sole proprietorship, a partnership or restricted. A public limited liability
a joint venture with a citizen, private company is required to have at least
company, cooperative society or seven shareholders.
State-Owned Economic enterprise
(SEE). A foreign entity may also Registration of companies
enter into a production sharing
contract with an SEE for exploration, Foreign investors may register
extraction and sale of petroleum and their companies under the
natural gas and mining operations. Myanmar Companies Act (CA) or
in conjunction with the Union of
1. Limited liability company Myanmar Foreign Investment Law
(MFIL). The differences between
A limited liability company may be companies registered under the CA
100% owned by foreign investors and the MFIL are:
except certain industries that are
closed to private investment and - companies registered under the
can only be carried out by the MFIL are eligible for tax incentives
government. The government, on a (refer to section 4 for details)
case-to-case basis, may permit these whereas companies registered
activities to be carried out by any under the CA are not
person or economic organisation,
with or without a joint venture - both companies registered
with the government and subject under CA and MFIL are allowed
to unspecified conditions (refer to to undertake manufacturing
section 4.2 for details). activities and provide services,
however the minimum foreign
There are two types of limited share capital requirements are
liability company in Myanmar, significantly different (as specified
below)
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Myanmar Business Guide

14. - minimum foreign share capital for A foreign company formed under the 2. Branch of a company
companies registered under MFIL CA does not need to obtain an MIC incorporated outside Myanmar
is US$500,000 for manufacturing permit, and is only required to apply
and US$300,000 for service for a permit to trade and then register A foreign company can also set up its
companies whereas for companies with the CRO. branch office in Myanmar. A foreign
registered under CA it is only branch formed under the CA does not
US$150,000 for manufacturing Corporate structure need to obtain an MIC permit, and is
and US$50,000 for service only required to apply for a permit to
companies. At least two shareholders and two trade and then for registration. The
directors are required. There is no branch is allowed to be formed as a
Registration of foreign investment requirement for the shareholders to manufacturing or a service company
under the MFIL involves the be natural persons and there is no (for instance oil companies are set up
following steps: requirement for the directors to be mostly in the form of branches).
residents in Myanmar.
- obtaining a permit from the In contrast, a foreign branch formed
Myanmar Investment Commission Minimum share capital requirements under the MFIL is required to obtain
(MIC) an MIC permit in addition to a permit
The level of minimum share capital to trade and a registration certificate.
- applying for a permit to requirements imposed on the
trade from the Directorate companies varies depending on the Registration fees payable on
of Investment and Company types of activities that a company the registration of a branch are
Administration (DICA) intends to undertake, as detailed in US$2,500.
the following table:
- applying for registration with the 3. Representative office of a
Companies Registration Office company incorporated outside
(CRO). Myanmar
Foreign companies with business
relations or investment projects
Table 4: Minimum share capital requirements in Myanmar may apply to set up
representative offices in Myanmar
(this being a common practice for
Types of company Minimum foreign share capital banks). In contrast with a branch, a
Companies registered under representative office of a company
the MFIL incorporated outside Myanmar is not
allowed to perform direct commercial
- Manufacturing company US$500,000 or revenue generating activities in
- Service company US$300,000 Myanmar. However, it is permitted to
liaise with its head office and collect
Companies registered under the CA data useful for the head office.
- Manufacturing company US$150,000
4. Joint venture
- Service company US$50,000
Foreign investors can set up their
Registration fees on the incorporation of a company are US$2,500. business in the form of a joint
venture, either as partnerships
or limited companies, with any
Myanmar partner (an individual,
a private company, a cooperative
society or a state owned enterprise).
In all joint ventures, the minimum
shareholding of the foreign party is
35% of the total equity capital.
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15. 3.2. Foreign Investment 7. air and railway transport services products and similar products,
Restrictions transport equipment, building
8. banking and insurance services materials, pulp and paper,
Foreign investment in Myanmar chemicals, chemical products and
is governed under the Foreign 9. broadcasting and television pharmaceuticals, iron and steel
Investment Law (FIL) 1988. A revised services and machinery and plant
draft FIL is being put forward to
Parliament for approval by this year. 10. exploration, extraction and export 8. construction
The MIC has issued a notification of metals
listing the types of economic 9. transportation and
activities that are open to foreign 11. electricity generating services, communications
investment. It covers most activities other than those permitted by
with the exception of those reserved law to private and cooperative Investment proposals in sectors
for the State under the State-owned electricity generating services other than those listed above are
Economic Enterprises Law (SEE considered on a case-by-case basis by
Law). We will issue a revised edition 12. manufacture of products relating the MIC.
of the Doing Business Guide once the to security and defence which
new FIL is finalised and gazetted. the government has, from time to 3.3. Investment Incentives
time, prescribed by notification.
Economic activities prohibited Incentives under the MFIL
under the SEE Law The government, on a case-to-case
basis, may permit these activities Companies registered under the MFIL
The SEE Law specifies 12 economic to be carried out by any person which have obtained MIC permits
activities that are closed to private or economic organisation, with are entitled to the following special
investment and can only be carried or without a joint venture with benefits and tax incentives. The
out by the government: the government and subject to benefits and incentives are granted
unspecified conditions. by the MIC at its discretion.
1. extraction and sale of teak in
Myanmar and abroad Sectors allowed for foreign - Exemption from income tax for
investment up to three consecutive years
2. cultivation and conservation for an enterprise engaged in
of forest plantations, with the Based on the MIC Notification the production of goods or
exception of village-owned No. 1/89 of 30 May 1989, foreign services. The exemption may be
firewood plantations cultivated investments may be made into the extended by the MIC for a further
by the villagers for their personal economic activities (other than 12 reasonable period, depending on
use economic activities restricted under the success of the enterprise.
the SEE Law above) which are
3. exploration, extraction and sale classified into nine sectors as follows: - Exemption or relief from income
of petroleum and natural gas and tax on profits of the business that
production of products of the 1. agriculture and irrigation are maintained in a reserve fund
same and subsequently re-invested
2. livestock and fishery within one year after the reserve
4. exploration, extraction and fund is made.
export of pearls, jade and 3. forestry
precious stones - Accelerated depreciation of
4. mining machinery, equipment, building
5. breeding and production of fish or other capital assets used in the
and prawns in fisheries that have 5. power business at the rate fixed by the
been reserved for research by the MIC.
government 6. oil and gas
- Relief from income tax of up to
6. postal and telecommunications 7. industry involving food 50% of the profits accrued on
services stuffs, textile, personal goods, exported goods.
household goods, leather
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Myanmar Business Guide

16. - The right to pay income tax The Myanmar SEZ Law is a basic - 50% income tax relief on
payable to the state on behalf of law for any Special Economic Zone reinvestment obtained from
foreign employees and the right (SEZ) within Myanmar whereas the export sales for the following five
to deduct such payments from Dawei SEZ applies only to a specified years
assessable income. designated area, i.e. the Dawei SEZ,
which is located in the Tanintharyi - exemption on customs duty for
- The right to pay income tax on the Region in the south, and is the first certain goods (e.g. machineries
income of the foreign employees SEZ in Myanmar. and vehicles) for five years. A 50%
at the rates applicable to citizens exemption applies for the next
residing within the country. The main regulatory body handling five years.
foreign investment under the
- The right to deduct expenses Myanmar SEZ Law and the Dawei With respect to land use under
incurred in Myanmar on research SEZ Law is the Central Body for the the Dawei SEZ Law, land use may
and development relating to the Myanmar Special Economic Zone be granted under an initial lease
business of the enterprise from which was formed by the President’s of at least 30 years (or 60 years),
assessable income. Office in April 2011. Subordinate renewable as follows:
regulatory bodies are the Central
- The right to carry forward and Working Body and the Dawei SEZ - for another 30 years (plus 15
set off losses for up to three Temporary Supporting Working years) for a large-scale business;
consecutive years from the year Body, as formed by the President’s or
the loss is sustained. Office in April 2011.
- for another 15 years (plus 15
- Exemption or relief from The Myanmar SEZ Law and years) for a medium-scale
customs duty or other internal Dawei SEZ Law contain, inter alia, business; or
taxes on machinery equipment, provisions relating to developers and
instruments, machinery investors, exemptions and reliefs, - for another five years (plus five
components, spare parts and restrictions, duties of developers or years) for a small-scale business.
materials used in the business, investors, land use, banks and finance
and items which are imported management and insurance business, The additional years may be granted
and required to be used during management and inspection on a discretionary basis, depending
the construction period of the of commodities by the customs on the investment amount and
business. department, quarantine, labour and success of the business.
guarantee of non-nationalisation.
- Exemption or relief from customs In general, the investment projects With the approval of the Union
duty or other internal taxes on in the Dawei SEZ must be approved government and the Central Body,
imported raw materials for the by the Central Body. Tax exemptions and pursuant to the Dawei SEZ
first three years of commercial or relief may be granted under the Law and existing Myanmar law,
production following the Dawei SEZ Law upon application by developers/investors may rent,
completion of construction. the investor. mortgage or sell land and buildings
to another person for investment
Special economic zones Incentives under the Myanmar SEZ purposes within the term granted for
Law include: operating in the Dawei SEZ.
In addition to foreign investment
under the MFIL, foreign investors - tax holidays for the first five years The rules and procedures relating
may invest under the Myanmar to the Myanmar SEZ Law and
Special Economic Zone Law of 2011 - 50% income tax relief on revenue Dawei SEZ Law have not yet
(Myanmar SEZ Law) and the Dawei from products sold overseas for been prescribed. Further detailed
Special Economic Zone Law of 2011 the next five years provisions are expected once such
(Dawei SEZ Law). rules and procedures are prescribed.
16 PwC

17. 3.4. Investment Guarantee
and Protection
Investment Guarantee and
Protection
The MFIL provides an explicit
guarantee that an economic
enterprise with an MIC permit cannot
be nationalised during the term of
the contract or during any extended
term. The MFIL also includes a
provision which expressly provides
that upon the expiry of the contract
term; the government guarantees
that an investor may remit his
investment and profits in the foreign
currency in which such investment
was made, as specified.
Investment businesses in the
Dawei SEZ are guaranteed against
nationalisation under the Dawei
SEZ Law. Under the Dawei SEZ Law,
foreign investors may be allowed to
exchange and remit their own foreign
currency within the Dawei SEZ and
abroad.
Investment protection agreements
Myanmar has investment protection
agreements with China, India,
Kuwait, Laos, the Philippines,
Thailand and Vietnam.
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Myanmar Business Guide

18. 4. Taxation in Myanmar
4.1. Corporate Income Tax from any capital assets within
Myanmar and from any source of
Scope income within Myanmar is deemed to
be income received within Myanmar.
Resident companies are taxed on a The income is generally subject to tax
worldwide basis, and as such, income under the normal rules for residents,
from sources outside of Myanmar except that different tax rates apply.
is taxable. A resident company is
a company as defined and formed Newly established economic
under the Myanmar CA 1913 or enterprises and MFIL companies are
any other existing law of Myanmar. entitled to enjoy exemptions and
MFIL companies are treated as relief from taxes.
resident companies. However, MFIL
companies are not taxed on their A partnership is taxed as an entity
foreign income. and not on the individual profit share
of the partners. Partnership income
Non-resident companies are taxed is not taxed in the hands of the
only on income derived from sources partners.
within Myanmar. A non-resident
company is a company that is not Tax rates
formed under the Myanmar CA
1913 or any other existing law Corporate tax rates vary depending
of Myanmar. Generally, foreign on the type of taxpayer and broadly,
branches are deemed to be non- nature of income.
resident companies. Income received
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19. Table 5: Corporate Tax Rates
Type of Taxpayer or Income Tax Rates
Companies incorporated in Myanmar under Myanmar Companies Act
- Trade/business income 25%
- Rental income from movable or immovable property 25%
Enterprises operating under MFIL 25%
Foreign organisations engaged under special permission in State-sponsored 25%
projects, enterprise or any undertaking
Non-resident foreign organisations such as a branch of a foreign company 35%
Capital gains tax (except transfer of shares in an oil and gas company where the
rates ranging from 40% to 50% will apply on gains) 10%
- Resident companies 40%
- Non-resident companies
Administration within one month from the date of of fraud default. Mere filing of
discontinuance of business. the income return and payment
Taxable period of advance tax in time will not
The failure of a taxpayer to file constitute a final tax assessment.
The taxable period of a company is income tax returns, knowing that
the same as its financial year (income assessable income has been obtained, Taxable profits
year), which is from 1 April to 31 is deemed to have “fraudulent
March. Income earned during the intention”. Income is categorised as income
financial year is assessed to tax in the from a profession, business, property,
assessment year, which is the year Payment of tax capital gains, other sources and
following the financial year. undisclosed sources. Income from
Advance payments are made either capital gains is assessed separately.
Tax returns and assessment in monthly or quarterly instalments Income from movable property is
based on the estimated total income treated as business income. Interest
In general, income tax returns must for the year. The advance payments income is also treated as business
be filed within three months from and any taxes withheld are creditable income, even if it is not derived from
the end of the income year, i.e. by 30 against the final tax liability. The a business source.
June after the end of the income year. date for settling the final tax liability
Tax returns for capital gains must be is specified in the notice of demand Tax is levied on total income, after
filed within one month from the date by the Inland Revenue Department deduction of allowable expenditure
of disposal of the capital assets. The (IRD). and depreciation.
date of disposal refers to the date
of execution of the deed of disposal Statute of limitation Dividends received from an
or the date of delivery of the capital association of persons are exempt
assets, whichever is earlier. The statue of limitation to raise an from tax.
assessment is three years after the
If a taxpayer discontinues his financial year end. The statute of
business, returns must be filed limitation does not apply in case
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Myanmar Business Guide

20. The Ministry of Finance and Revenue Non-deductible items include include shares, bonds and similar
with the approval of the government capital expenditure, personal instruments. If intangibles fall within
may, by notification, prescribe, expenditure, expenditure that do the definition of capital assets, capital
amend and add assessable income not commensurate with the volume gains arising from such assets would
and rates of income tax for each class of business, payments made to also be taxable.
of income in Kyats and in foreign any member of an association of
currency. persons other than a company Capital gains from the sale, exchange
or a cooperative society, and or transfer of capital assets in the oil
Deductions inappropriate expenditure. and gas sector are taxed at different
rates from those in other sectors.
In respect of business income, Capital gains
deductions are allowed for Withholding tax
expenditures incurred for the Income tax is levied on gains from
purpose of earning income, and the sale, exchange or transfer of Any person making the following
depreciation allowance. capital assets. Capital gains are payments are required to withhold
calculated based on the difference income tax at the time of payment at
Income from movable property is between sale proceeds and the cost the rates mentioned below. The tax
considered business income, and of assets and any additions, less tax so withheld is to be paid to the IRD
a depreciation allowance can be depreciation allowed. within seven days from the date of
deducted. Income from immovable withholding.
property is generally computed in the For the purpose of income tax,
same way as business income, except “capital asset” means any land, The withholding tax rates are as such:
that no depreciation allowance can building, vehicle and any capital
be deducted. assets of an enterprise, which
Table 6: Withholding Tax Rates
Resident National Non-resident or
or Foreigner (%) Foreigner (%)
(1) (3)
Interest 0 15
Royalties for the use of licences, trademarks, patent rights, etc. 15 20
Payments made under contracts or agreements or any other 2 3.5
agreement made by a State organisation, local authorities,
co-operatives, partnership companies, entities formed under
any existing laws for procurements and for services render.
Payments for services and procurements made within the 2 3.5
country.
Note:
1) For residents, deductions as above shall be set off against tax due on final assessment.
2) Dividends, branch profits and share of profits of an association of persons which have been taxed are exempt, and therefore
withholding tax is not deductible.
3) For non-residents, the above withholding tax from payments to non-resident companies is a final tax (Ministry of Finance and
Revenue notification No. 41/2010 of 10 March 2010).
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21. years (Sec. 20 ITL). has concealed income or particulars
Double tax agreements Capital losses relating to income, the taxpayer
may be permitted to fully disclose
There is no provision for unilateral Capital losses and a share of losses the facts within the specified time.
relief. from an association of persons cannot In addition, the taxpayer must
be set off against income from other pay a penalty equal to 50% of the
The Income Tax Law (ITL) provides sources, or carried forward. tax increased on account of the
that if the government enters into concealment. If the taxpayer fails
an agreement with any foreign Anti-Avoidance to disclose the particulars within
state or international organisation the specified time or discloses less
relating to income tax, and if the General than the income concealed, the
agreement is notified, the terms of taxpayer will also be subject to
the said agreement will be followed Under the ITL, if it is found that there prosecution, in addition to paying
notwithstanding anything to the is a fraudulent intention to evade the tax and penalty. If found guilty,
contrary contained in any other tax, the assessment or reassessment the taxpayer may be punishable with
provisions of the ITL (Sec. 31 ITL). of income tax can be made at any imprisonment for between three to
time on the income that has escaped ten years.
Tax treaties have been concluded assessment of tax. Failure by a
with Bangladesh, India, Indonesia, taxpayer to file a return of income Transfer pricing
Malaysia, Singapore, Korea (Rep.), knowing that assessable income has
Thailand, United Kingdom,Vietnam, been obtained, and failure to comply There are currently no transfer
Laos and Bangladesh, but only the with the notice of the IRD to submit pricing rules in Myanmar.
treaty with the United Kingdom accounts and documents including
has been notified in the Myanmar the tax return and profit and loss Thin capitalisation
gazette. The treaties with India, accounts within the time prescribed,
Korea (Rep.), Malaysia, Singapore, or submitting forged instruments and There are currently no thin
Thailand, the United Kingdom and other documents, are included within capitalisation rules.
Vietnam are notified on the IRD the meaning of fraudulent intention.
website. In general, it is suggested Controlled foreign company
by the Company Circle Tax Office If the tax authority in the course of
(CCTO) under the IRD that enquiries investigation finds that a taxpayer There are currently no controlled
be made with the CCTO first before foreign company rules.
deducting withholding tax from
payments made to non-resident
companies from India, Korea (Rep.),
Malaysia, Singapore, the United
Kingdom and Vietnam (the treaty
with Thailand is not yet in effect).
As such, the application of the tax
treaties is at the sole discretion of the
Ministry of Finance and Revenue.
Tax losses
Ordinary losses
Losses from any source may be set
off against income accruing from
any other sources in that year,
except where the loss is from capital
assets or a share of a loss from an
association of persons. Losses that
are not fully deducted in a year can
be carried forward and set off against
profits in the next three consecutive
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Myanmar Business Guide

22. 4.2. Personal Income Tax resident foreigners working for MFIL Taxable income
companies are not taxed on their
Scope personal foreign income not arising Employment income
out of Myanmar.
Resident nationals are taxed on The definition of taxable employment
all income derived from sources Non-resident foreigners are taxed income is broad and includes salary,
within and outside Myanmar. only on income derived from sources wages, annuity, pension, benefits
Resident foreigners are taxed on within Myanmar. Foreigners who in kind, gratuity, and any fees,
all income derived from sources reside in Myanmar for less than commissions or perquisites received
within Myanmar. Foreigners who 183 days during an income year are in lieu of or in addition to any salary
reside in Myanmar for at least 183 considered non-resident foreigners. and wages.
days during an income year are
considered resident foreigners. Tax rates Resident foreigners are subject to a
Expatriates working for MFIL monthly deduction of tax on salary.
companies are treated as resident Personal tax rates vary depending on There are no deductions available for
foreigners regardless of their period the type of taxpayer and income. costs related to employment income.
of stay in Myanmar. However,
Non-employment income
Table 7: Personal Tax Rates Taxable non-employment income
includes:
Type of Taxpayer or Income Tax Rates - business income (e.g. income
from moveable properties,
Salaries royalties and interest)
Foreigners engaged under special permission 20% - income from a profession.
in State-sponsored projects, enterprises, “Profession” means the rendering
received in Kyats of a service with one’s skill
for fees, and includes services
rendered by doctors, nurses,
Foreigners working for MFIL companies Progressive rates
lawyers, engineers, architects,
from 1% to 20%
film stars, theatrical artists,
writers, painters, sculptors,
Foreigners working for non-MFIL and 35% accountants, auditors, astrologers
companies: Progressive rates and teachers
- Resident foreigners from 1% to 20% - capital gains from the sale of
- Non-resident foreigners capital assets
- other income from investments,
Other income 2% to 30% except dividends received from an
Nationals 2% to 30% association of persons which are
Resident foreigners 35% exempt from income tax.
Capital gains tax If non-employment income is not
- Resident 10% more than MMK1,200,000 (except
- Non-resident 40% capital gains), no tax is liable. In the
case of capital gains, no tax is liable if
Note: No tax is payable if total income under salaries does not exceed MMK1,440,000 the sales proceeds are not more than
in a year. MMK5,000,000.
22 PwC

23. Social Security Contributions Payment of tax on the sales proceeds. The tax is also
levied on imported goods, based on
The Social Security Act 1954 requires Advance payments are made either the landed cost which is the sum of
an employer with more than five in monthly or quarterly instalments the cost, insurance and freight (CIF)
workers to provide Social Security based on the estimated total income value, port dues calculated at the rate
Scheme benefits to his workers, for the year. The advance payments of 5% of the CIF value of goods, and
such as general benefit insurance and any taxes withheld are creditable customs duties. Collection of these
and insurance against employment- against the final tax liability. The date taxes is made at the point of entry
related injuries. for settling the final tax liability is and the time of clearance.
specified in the notice of demand by
The rates of contribution by the IRD. Commercial tax ranges from 0% to
employees and employees are 1.5% 100%, depending on the nature of
and 2.5% of the total salaries and An employer is responsible for the goods and services described
wages respectively. The contribution deducting income tax due from in the schedules appended to the
may be in Kyats or in US Dollars, salaries at the time of payment to Commercial Tax Law.
depending on the currency in which employees, and must pay the amount
the employee is paid. within seven days from the date of Services such as trading, transport,
deduction. If the employer fails to entertainment, insurance, printing
Contributions are not deductible by deduct and pay the tax, he is deemed etc are subject to commercial tax at
the employee for tax purposes. The to be a defaulter and held responsible 5% of the total receipts.
employer is obligated to withhold the for such payment. In addition, the
employees’ contributions from their employer is also responsible for filing No commercial tax is imposed if
salaries. the statement of annual salary within the amount of sales or receipt from
three months after the end of the services for a financial year is not
Administration income year and the failure of filing more than MMK10,000,000.
within stipulated deadline may be
Taxable period subject to 10% penalty of the amount Commercial tax is exempt on all
of tax to be deducted on annual exports of goods except for five
The taxable period of an individual salaries. natural resource items which are
is from 1 April to 31 March. Income natural gas, crude oil, jade, gem
earned during the financial year is 4.3. Commercial Tax stones and wood.
assessed to tax in the assessment
year, which is the year following the There is no value added tax in The commercial tax that a business
financial year. Myanmar. Commercial tax is charges and collects is known as
levied as a turnover tax on goods output tax which has to be paid to
Tax returns and assessment and services. The commercial tax the tax authorities. Commercial tax
is an additional tax upon certain incurred on business purchases and
In general, income tax returns must commercial transactions, but it has expenses are known as input tax
be filed within three months from not been expanded to the concept of except 18 items of special goods as
the end of the income year, i.e. by a value added tax. It applies only to per Schedule 6 of the Commercial
30 June after the end of the income the specific transactions listed in the Tax Law. Businesses which are
year. Tax returns for capital gains Commercial Tax Law. commercial tax registered can claim
must be filed within one month from input tax if conditions for claiming
the date of disposal of the capital The tax is imposed on a wide range are satisfied.
assets. If a taxpayer discontinues of goods and services produced or
his business, returns must be filed rendered within the country, based
within one month from the date of
discontinuance of business.
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Myanmar Business Guide

24. 5. Other Taxes
5.1. Property Tax are provided in Schedule 1 of the Act.
Some rates are given below:
Foreigners are prohibited from the
ownership of immovable property in - 5% of the amount or value of the
Myanmar, in which case property tax consideration for conveyances
would not be relevant. such as for the sale or transfer
of immovable property, plus an
Immovable property (land and additional 2% for immovable
buildings) situated within the Yangon property situated in the Yangon
development area is subject to development area
property tax as follows:
- 0.3% of share value for the
- general tax not exceeding 20% of transfer of shares
annual value
- 2% of the amount or value
- lighting tax not exceeding 5% of secured for bonds
annual value
- 2% of the amount or value of the
- water tax not exceeding 12% of property settled for inheritances
annual value under an arrangement of
settlement.
- conservancy tax not exceeding
15% of annual value. 5.3. Custom Duty
The annual value is the gross Customs duty is levied under the
annual rent for which the land and Customs Tariff of Myanmar (2007) at
buildings may be expected to be let rates ranging from 0% to 40%.
unfurnished. It also includes the
value as a result of a percentage 5.4. Excise Duty
determined by the Yangon City
Development Committee from time Excise duty is levied on alcoholic
to time on the value of the property drinks. The duty is collected by the
to be taxed. General Administration Department
under the Ministry of Home Affairs.
5.2. Stamp Duty
Stamp duty is levied under the
Myanmar Stamp Act 1891 on various
types of instruments, and the rates
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25. 6. Human Resources and Employment Law
6.1. Employment of In the appointment of personnel in
Foreigners an organisation formed under the
Permit issued by MIC, preference
shall be given to citizens. However,
There is no restriction on the number
MIC can consider the request
of expatriate employees. However,
for appointment of experts and
foreigners cannot be appointed as
technicians from abroad on a case-by-
directors in companies formed under
case basis.
the CA and owned by Myanmar
citizens. In addition, the employment
An economic organisation formed
of foreigners as experts, technicians,
under a Permit shall make
managers, general managers or
arrangements for local and foreign
managing agents in companies
training so as to ensure its local
owned by Myanmar citizens must be
personnel are proficient in their work
approved by the MIC.
and are able to be promoted to higher
ranks of services.
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Myanmar Business Guide

26. Work Permit Processing and These laws govern labour relations
Requirements (Managerial, problems and deal with subjects such
Supervisor, Expertise) as work hours, holidays, leaves of
absence, woman and child labour,
Employment of foreign experts and wages and overtime, severance
technicians by the enterprises formed pay, workmen’s compensation,
under the Permit issued by MIC is social welfare, work rules and other
allowed. The following procedures matters. There is a minimum wage. A
would have to be completed Social Security Act established a fund
to employ foreign experts and with contributions by employers,
technicians: employees and the government.
• The investor has to mention The Myanmar Special Economic
the number of foreign experts/ Zone Law (2011) and Dawei Special
technicians to be employed in Economic Zone Law (2011) prescribe
the investment application form special rules applicable to foreign
submitted to the MIC. employees, work permits, and
minimum percentages of employees
• After obtaining MIC permit, the which must be citizens. Myanmar has
company has to apply for an been a member of the International
appointment and stay-permit. Labour Organisation (ILO) since
1948.
• With the endorsement of MIC,
the company has to apply for a
work permit from the Directorate
of Labour under the Ministry of
Labour, and for a stay permit and
visa from the Immigration and
National Registration Department
under the Ministry of Immigration
and Population.
6.2. Labour Laws in
Myanmar
Existing labour laws in Myanmar
include: Employment and Training
Act (1950), Employment Restriction
Act (1959), Employment Statistics
Act (1948), Factories Act (1951),
Labour Union Law (2011), Leave
and Holidays Act (1951), Minimum
Wages Act (1949), Oilfields Labour
and Welfare Act (1951), Payment
of Wages Act (1936), Social
Security Act (1954), Shops and
Establishments Act (1951), Trade
Disputes Act (1929) and Workmen’s
Compensation Act (1923).
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27. 7. Other Considerations
7.1. Commercial registration commission basis or any business
and licensing requirements representative employed to do
any business transaction for any
individual or organization abroad
Export/import businesses or to represent another person in
dealings with third person” (Para.
According to a policy established in 1(a) of the Order).
late 2001, export/import activities
can only be carried out by MFIL A person who is not registered under
companies with MIC permits, and the Order cannot carry on business as
not by foreign companies registered a business representative in Myanmar
under the CA. (Para. 2). The Order further provides
that sales or marketing activities in
Investors establishing a business Myanmar for which a commission or
involving export/import transactions a salary is paid to an agent is limited
are required to first register as an to Myanmar citizens/companies as
exporter/importer and obtain a agents registered with the Ministry of
Certificate of Exporter/Importer Commerce.
Registration from the Directorate
of Trade under the Ministry of Every business representative must
Commerce. After receiving the have an established or registered
certificate, the registered exporter/ office in Myanmar, and is required
importer must then apply for an to open a bank account in Myanmar
export/import licence separately for for all earnings generated by the
every export/import. business representation and keep
true and accurate accounts relating
Business representatives to his business together with relevant
documents, invoices, and memos
The Ministry of Commerce Order (Paragraphs 8 and 9).
No. 2/89 of 13 October 1989
(the Registration of Business 7.2. Exchange control
Representatives Order) details
the requirements for business Foreign exchange is regulated by
representatives. the Foreign Exchange Regulation
Act 1947 (FERA), and the Central
A business representative is defined Bank of Myanmar Law empowers the
as “an agent engaged in accepting Central Bank of Myanmar (CBM) to
indents and placing orders for goods administer FERA. Foreign exchange
from the suppliers abroad on a control is managed by the CBM’s
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Myanmar Business Guide

28. Foreign Exchange Management any currency or foreign exchange the MIC. The lease can be extended
Department and the Foreign without the permission of the CBM. if the project is mutually beneficial to
Exchange Management Board Except with the prior approval of the the investor and the state.
(FEMB), in accordance with FERA CBM, all persons must transact with
and instructions of the Ministry of an authorised dealer in respect of the A foreigner or foreign company
Finance and Revenue. buying/borrowing, selling/lending, is required to apply to MIC with
transfer or exchange of any foreign the land lease agreement or other
“Foreign exchange” is defined in exchange. documents that evidence the
FERA as including “foreign currency agreement to lease from the person
and all deposits, credits and balances Dealings in foreign exchange are only who has the right to lease. The land
in any foreign country or payable permitted at the rates of exchange lease agreement is concluded upon
in any foreign currency, and any authorised by the CBM. receiving the approval from MIC and
documents or instruments expressed shall be sent back to MIC.
or drawn in Myanmar currency but Any contract or agreement made
payable in any foreign currency”. by any person that would directly 7.4. Arbitration law
or indirectly evade or avoid in any
The CBM Law also defines “foreign way the operation of any provision There are two main laws in Myanmar
exchange” as including foreign of FERA or of any rule, direction relating to arbitration, namely the
bank notes and coins; deposits or order made thereunder will be Arbitration Act 1944 which relates
in intergovernmental financial rendered void, unless permission is to local arbitration within Myanmar
institutions, central banks, treasuries obtained from the CBM. Thus, the and the Arbitration (Protocol and
and commercial banks abroad; use of, and payments and dealings in, Convention) Act which relates to
foreign-currency-denominated foreign exchange are all subject to the foreign arbitral awards. According
securities of, and instruments provisions of FERA and permission to the Myanmar Export/Import
issued or guaranteed by, foreign or authorisation is required from the Rules and Regulations issued by the
governments, foreign financial FEMB in connection with foreign Ministry of Commerce, entrepreneurs
institutions and intergovernmental exchange dealings. having trade disputes with foreign
financial institutions; and companies can only resolve the
instruments used for the 7.3. Foreign ownership of disputes in accordance with the
international transfer of funds. land and property Arbitration Act 1944, thus requiring
contracts to be under Myanmar
In general, citizens, foreigners Foreign ownership of land and arbitration.
and companies in Myanmar must immovable property is expressly
obtain permission of the FEMB in prohibited under the Transfer of 7.5. Economic and Trade
all of their practical dealings with Immovable Property Restriction
foreign exchange in connection with Agreements
Law 1987. Under this law, transfer
borrowing foreign exchange from of immovable property by any
abroad and repaying the principal Myanmar has agreements with the
person to a foreigner or a company following countries:
and interest thereof, making any owned by a foreigner by way of sale,
payment to persons abroad, opening purchase, gift, acceptance of a gift,
accounts in foreign banks abroad and - economic agreements with China,
mortgage, acceptance of a mortgage, Cuba, Kuwait, Malaysia and
the remittance of profits. However, exchange or transfer and acceptance
MFIL companies are permitted to Singapore
of a transfer by any other means are
repatriate investment and profits in expressly prohibited.
the foreign currency in which such - trade agreements with
investment was made, as specified Bangladesh, China, India, Israel,
However, the recent notification Korea (Rep.), Laos, Malaysia,
(see 3.3). (39/2011) released on 30 September Pakistan, the Philippines, Sri
2011 allows foreigners to lease land Lanka, Thailand and Vietnam
FERA includes prohibitions on from the government for up to 30
payments made in foreign currency years, as well as a two continuous
to any person resident outside - an economic and trade agreement
extensions of 15 years if approved by with Turkey.
Myanmar, as well as the export of
28 PwC