Foreign-Owned Company in Myanmar | Ownership Limits & MIC Permit Guide

Myanmar has emerged as an increasingly attractive destination for foreign investment in Southeast Asia. With its rich natural resources, strategic location, and improving regulatory environment, more and more entrepreneurs and international businesses are exploring opportunities for company registration in Myanmar. However, setting up a foreign-owned company in Myanmar comes with specific legal frameworks and restrictions, especially regarding ownership limits and the Myanmar Investment Commission (MIC) permit process.

In this comprehensive guide, well cover everything you need to know about business setup in Myanmar, focusing on foreign ownership caps, MIC permits, and practical steps for foreign investors.

Overview of Foreign Investment in Myanmar

Following the enactment of the Myanmar Investment Law (2016) and subsequent updates to the Myanmar Companies Law (2017), the country has significantly liberalized its investment regime. These reforms allow 100% foreign ownership in many sectors, with a clear roadmap for investing in restricted or sensitive industries.

Myanmar classifies businesses into three main categories for foreign investment:

1. Permitted Activities Open to 100% foreign ownership.

2. Restricted Activities Require joint ventures with local partners.

3. Prohibited Activities Not open to foreign investment.

To understand your options for Myanmar company registration, its important to determine where your business activity fits within this classification.

Foreign Ownership Limits by Sector

Although many sectors are open to 100% foreign ownership, the Notification 15/2017 issued by the Myanmar Investment Commission outlines specific industries where foreign shareholding is restricted. Here's a breakdown:

Industries Open to 100% Foreign Ownership

• Manufacturing (except defense-related)

• IT and software development

• Education and training services

• Hospitality and tourism

• Export-oriented agriculture and fishery processing

Industries Requiring Joint Ventures

• Retail and wholesale trading (must have a local partner)

• Real estate development (land use restrictions apply)

• Private hospitals and clinics

• Certain infrastructure projects (e.g., electricity distribution)

Industries Prohibited to Foreigners

• Arms and ammunition manufacturing

• Media broadcasting and publishing

• Security services

• Traditional handicraft businesses

Foreign investors seeking to enter restricted sectors must partner with a Myanmar citizen or entity and comply with the shareholding ratio specified by law.

Also Read: How to Apply for Online Company Registration in Sri Lanka?

Why the MIC Permit Matters

The Myanmar Investment Commission (MIC) plays a central role in regulating foreign investments. While not all companies are required to obtain an MIC permit, those investing in large-scale projects, strategic sectors, or seeking tax incentives are highly encouragedor even mandatedto obtain one.

Who Needs an MIC Permit?

You should apply for an MIC permit if your business:

• Requires a long-term lease on land (up to 50 years, renewable)

• Seeks income tax holidays or exemptions on imports

• Involves a restricted industry needing government oversight

• Involves a significant amount of capital or employment

Even if your business doesnt fall under these categories, obtaining an MIC Endorsement (a simplified version of the full permit) may still be beneficial to access certain privileges, such as longer visa durations and land use rights.

Steps to Obtain an MIC Permit

Heres how to apply for an MIC permit for your business setup in Myanmar:

1. Prepare a Detailed Investment Proposal
   This includes business plans, capital structure, environmental and social impact assessments, as well as expected employment figures.

2. Submit Application to DICA/MIC
   The Directorate of Investment and Company Administration (DICA) handles submissions. A pre-approval meeting may be required.

3. Review by MIC Committee
   The MIC will evaluate the projects economic viability, compliance with sectoral laws, and national interest.

4. Permit Issuance and Post-Approval Compliance
   If approved, youll receive the permit and need to begin operations within the timeline specified. Regular reporting and compliance with local laws are mandatory.

Registering a Foreign-Owned Company in Myanmar

To legally operate in Myanmar, all businesses must register under the Myanmar Companies Online (MyCO) system managed by DICA. Heres a simplified overview of the Myanmar company registration process for foreign entities:

1. Choose the Right Structure

Foreign investors can register:

• 100% Foreign-Owned Company

• Joint Venture (JV) with a Myanmar citizen or entity

• Branch or Representative Office

2. Reserve Your Company Name

Youll need to propose a unique company name and reserve it through MyCO.

3. Submit Incorporation Documents

This includes:

• Constitution (company bylaws)

• Identification documents of directors and shareholders

• Proof of address in Myanmar

• Statement of compliance

4. Capital Requirements

There is no officially fixed minimum capital, but for certain industries (especially with MIC permits), specific thresholds may apply (e.g., $50,000 or more).

5. Obtain a Business License

Depending on your business activity, additional licenses may be required from ministries (e.g., the Ministry of Commerce, the Ministry of Hotels & Tourism).

Also Read: Documents needed during company formation in Cambodia

Tax Incentives & Land Use Rights for Foreign Companies

One of the biggest advantages of obtaining an MIC permit or endorsement is the eligibility for tax and legal incentives:

• Income Tax Exemption for 37 years based on business location (Zone A, B, or C)

• Import Duty Exemption on raw materials and construction equipment

• Long-Term Land Lease rights (up to 50 years + 2 renewals of 10 years)

These benefits significantly improve the ROI for foreign investors, especially in capital-intensive sectors like manufacturing and infrastructure.

Common Challenges Faced by Foreign Investors

While the process is becoming more streamlined, foreign investors still face some hurdles:

• Bureaucratic Delays: Approval timelines can be lengthy for MIC permits and licenses.

• Local Partnerships: Finding reliable JV partners is critical in restricted sectors.

• Land Use Restrictions: Foreigners cannot directly own land, but lease rights are permitted with proper documentation.

• Changing Regulations: Investment laws are evolving; staying up-to-date is essential.

Partnering with a local legal or consultancy firm can greatly ease the process and ensure compliance with Myanmars regulatory environment.

Conclusion

Investing in Myanmar as a foreigner offers high potential, especially with the governments encouragement of FDI through reforms and incentives. However, understanding the nuances of foreign ownership limits and the MIC permit process is key to a successful business setup in Myanmar.

Before you proceed with company registration in Myanmar, assess your sector, ownership options, and whether applying for an MIC permit will benefit your operation. With careful planning and the right legal advice, Myanmar presents a promising landscape for international businesses looking to expand into Southeast Asia.