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Copyright: Kelvin Chia Yangon Ltd This document is intended only for IE Singapore and should not be distributed to any other person or entity.
Part of the network of law firms of Kelvin Chia Partnership (KCP), a regional law firm headquartered in Singapore with offices and transactional experience throughout Southeast Asia Established in 1995: the oldest foreign legal consultancy firm based in Yangon Full range of corporate and commercial services Substantive experience in transactional work, particularly in crossborder issues and in Myanmars key industry sectors Assists and advises clients on investment structures and the setting up of investment vehicles, including provision of corporate secretarial services Seamless combination of international and local legal expertise with local Myanmar team working in conjunction with foreign/international lawyers from the KCP network
Todays Agenda
1. Current Myanmar Investment Framework 2. Key Steps in Investing in Myanmar 3. Significant Issues/Aspects 4. Q & A Session
Has the new Foreign Investment Law been enacted? Should I wait for it to be passed before investing? Is there an existing legal framework for investing now?
Relevant rules, regulations, notifications and internal directions/policies, as well as industry/sector-specific laws, should also be considered.
and/or foreigner Any person or economic organization subject to prescribed conditions Other forms of collaboration, e.g., production sharing
Postal and telecommunications Extraction and sale of teak services Forest plantations Air and railway transport services Exploration, extraction and Banking and insurance services sale of petroleum and Broadcasting and television natural gas, and services production of the products Exploration, extraction or export of the same of metals Exploration, extraction and Electricity generation services export of pearls, jade and Manufacture of products relating precious stones to security and defense Certain kinds of breeding and production of fish and prawn Note: There may be additional reserved sectors which are not otherwise on the list (e.g., education, trading).
Investing under the Foreign Investment Law (FIL) main criteria for investment:
Support the national economic development plan Opening up of more employment opportunities Increase exports Production for import substitution Production of products which require heavy investment To develop high-skill technology and develop advance technology for production Development of the manufacturing and services sector requiring heavy capital Businesses which would save energy consumption Exploration/Production of new energy and renewable energy Development of modern industries Conservation of the environment
Given the existing investment framework, what are the key steps/procedures for investing? Do I have to go to the MIC or not?
Under the Foreign Investment Law Reserved sectors/industrial Long-term lease Import licence Tax incentives/ guarantees Minimum capital requirement
Under the Companies Act Service companies/branches One-year lease No import licence No tax incentives/guarantee s Minimum capital requirement
Establishing a Company
Cabinet Committee
Executive Committee
Regulated by the Myanmar Companies Act and Administered by the Directorate of Investment and Company Administration under the Ministry of National Planning and Economic Development
Is the MIC a one-stop shop? Ministerial support/Ministerial submission How long is the MIC application process? What are the documents to be submitted to the MIC? Economic Justification/Draft Contracts Is there any situation where I do not have to go to the MIC?
Corporate Vehicles
Type of vehicles Activities Is an MIC Permit required What is the minimum capitalization Are tax Incentives available Tax Status
Private Company
Industry
Yes
Yes
Private Company
Services
Depending on the needs of the business land lease and import of goods
Yes
No
Branch office
No
US$50,000
No
Non-resident foreigner
Is a wholly foreign owned entity allowed for investments? Can I enter into joint ventures? Minimum 35% foreign shareholding requirement Joint ventures may be preferred/encouraged in certain sectors
Current restriction on direct acquisition of shares in wholly Myanmar-owned local companies) Onshore versus offshore
Dispute resolution
Significant Issues/Aspects
Land Employment Foreign Exchange Dispute resolution
Dealings in Land
Foreigners may not purchase/own land Foreign-owned companies with an MIC permit may obtain long-term leases (up to 60 years in total; longer period is possible in SEZ) Under Notification 39/2011, foreigners may lease land from private entities (with government approval) Foreigners and foreign-owned companies without an MIC permit may lease residential and commercial units for not more than a year at a time.
Dispute Resolution
Myanmar Arbitration Act Myanmar not a party to the New York Convention implications Note on developments re: potential entry of Myanmar into the New York Convention
New Developments
For more information on investing in Myanmar, please contact: Marlon Wui, Partner, Kelvin Chia Partnership marlon.wui@kcpartnership.com +65-6408-7921 U Than Maung, Senior Associate/Advocate, Kelvin Chia Yangon Ltd. utm@kcyangon.com +951-255-399
We also invite you to learn more about Kelvin Chia Partnership and its regional capabilities by visiting our website at: www.kcpartnership.com Singapore Tokyo Shanghai Bangkok Hanoi Ho Chi Minh City Yangon Phnom Penh Pyongyang