31 August, 2015
What the DICA Notification means
On 26 August 2015 the Directorate of Investment and Company Administration (“DICA”) published a Notification for Companies ("Notification"), requiring all registered companies to inform DICA by 14 September 2015 whether they currently carry on business.
Whilst the Notification does not prescribe any particular form in which the notice must be given to DICA, we understand from verbal enquiries made with DICA officials that the companies' notices are expected to comply with certain formalities which are not mentioned in the Notification. These formalities include that:
- The notice should be printed on the company’s letterhead and should state the company’s name, registered number and registered address;
- The notice should be signed by a director of the company or one of the other officers listed in the company's current Form XXVI and the company seal should be affixed;
- The notice should be accompanied by copies of the company's certificate of incorporation, its current Forms 6 and 26 and, in the case of a foreign company, its permit to trade.
Somewhat surprisingly, the notice delivery options listed in the Notification include giving notice by phone. However, we strongly recommend that all companies registered in Myanmar provide written notice to DICA and furthermore, wherever practicable, such notice should be delivered to DICA in person, with a copy of the notice being stamped by DICA as evidence of its timely receipt.
Potential consequences of non-compliance
This is particularly important as the Notification expressly warns that if companies do not provide the requisite notice, DICA may take "appropriate action" in accordance with the Myanmar Companies Act 1914. As it is unclear which provisions of the Myanmar Companies Act the Notification refers to – and indeed the legislative basis for DICA issuing the Notification – it is unclear what potential consequences a non-compliant company could face. Arguably, in the worst case scenario, it is possible that DICA may determine that, by analogy based on section 247 of the Myanmar Companies Act, a non-compliant company could face being struck off the register. In particular, given that the deadline for notifying DICA is so tight (being a mere 13 working days after the date of issue of the Notification), in our view such draconian consequences for failing to comply with the Notification appear unlikely. However, given the uncertainties, it is not worth taking any risks. We advise all clients to comply with the Notification as soon as possible – and to ensure that evidence of timely delivery is obtained.
Extract of notification for companies that appeared in the Global New Light of Myanmar on 26 August 2015
Notification for companies
The Directorate of Investment and Company Administration (DICA) currently registers companies under the Myanmar Companies Act 1914 and Special Company Act 1950. All registered companies (including companies with current or expired registration certificates) are advised that each company must inform DICA of whether the company is currently carrying on business by 14 September 2015 latest, by contacting the DICA main office or branch offices by email, phone, fax or post at the details set out below. Companies which do not provide notice to DICA are advised that DICA may take appropriate action in accordance with the Myanmar Companies Act 1914.
For further information, please contact:
Tom Platts, Partner, Stephenson Harwood