DICA Demands Full Compliance Documents for Changes in Directors and Shares

The Directorate of Investment and Administration (“DICA”) announced that starting on 8 January 2025, supporting documents in compliance with Sections 83 and 189 of the Myanmar Companies Law 2017 on the transfer of shares, and the appointment and resignation of directors are required to be submitted via [email protected] or [email protected].

The aim of this requirement is to avoid disputes regarding changes in shares or directors, and if a dispute cannot be avoided, to better facilitate dispute settlements.

The following documents must be submitted along with the prescribed form and the required fee when registering share transfers and changes of directors with DICA:

For share transfers (Form C-3)

• Board of directors’ resolution regarding the share transfer
• Copy of the share transfer agreement signed by the transferor and transferee (with stamp duty paid)

For changes of directors (Form D-1)

• Copy of the relevant directors’ NRC/passport
• Shareholders’ resolutions regarding the director changes
• Consent letter for a director’s appointment
• Resignation letter for a director’s resignation

Failure to submit the supporting documents may result in DICA refusing to review or rejecting the submission. Additionally, this could trigger further issues since failure to register changes in time could result in the imposition of a fine in accordance with the provisions of the Myanmar Companies Law 2017.

Therefore, we would like to remind all companies to comply with the requirements in this announcement.

If you have any questions or need assistance with the above, please contact the undersigned or your usual VDB Loi adviser.