Social Enterprise Law Surveys |
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Myanmar |
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| (Asia Pacific) Firm Tilleke & Gibbins | |
| What jurisdiction(s) do you practice in? | Myanmar |
| What are the most commonly used types of for-profit corporate organizational forms in your jurisdiction (e.g., corporation, limited liability company, benefit corporation, social purpose corporation, etc.) used by Enterprises operating a trade ... | The most common type of for-profit organizational forms in Myanmar is the private company limited by shares (“Co., Ltd. or Ltd.”) and a public company limited by shares (PCL) established under Myanmar Companies Law 2017 (MCL) by registering with company registrar Directorate of Investment and Company Administration (DICA). Most of the corporate businesses in Myanmar are private companies limited by shares of which are Small and Medium Sized Enterprises (MSMEs). In addition, Myanmar has Cooperative Societies (CS) established under Cooperative Society Law 1992 (CoSL) but that entity structure is not popular in Myanmar nowadays because of lack of confidence amongst members of trade and public. Another commonly used structure is Non-Government Organization (NGO) as a non-profit entity establishing under Association Registration Law (AR Law) and registered with the respective association registrar (usually with General Administration Department (GAD) depending on type and functions of activities). a. Entities that seek financing from investors and will have multiple owners are limited liability companies especially PCL. NGOs are very difficult to finance for investments and their financing heavily depends on public donations. b. If not using CS or NGO, enterprises (in this regards Social Enterprises (SE)) commonly use an Ltd, as the liabilities of members are limited by shares and perpetual succession to operate their business. |
| Do any of your jurisdiction’s traditional organizational forms require or permit the board or managers to consider, balance or prioritize interests other than shareholder value in decision making? What other interests, if any, are they required... | In a private company, a shareholder’s liability is limited to the amount of their investment in the company, i.e., the amount paid for the shares. A director may be protected by the company for all liabilities incurred during the proper execution and discharge of duties on behalf of the company. |
| Does your jurisdiction have organizational forms specifically designed for Social Enterprises? If so:a. What type(s) of organizational forms are they?b. How do they materially differ from the most closely analogous traditional organizational ... | There are no organizational forms specifically designed for SE except for-profit organizations such as Ltd or PLC or CS. NGOs are not considered as SE and usually function for social welfare matters. |
| Are Social Enterprises permitted to be formed and operated as Nonprofits? If so: a. Are Nonprofits that are Social Enterprises treated differently under the law as compared to Nonprofits that are not Social Enterprises, whether from a corporat... | A private company may not be eligible for forms of support typically available to non-profit organizations, as companies are generally perceived as profit-seeking entities not concerned with social matters benefitting the public. |
| Does your jurisdiction allow for worker-owned Enterprises, such as cooperatives? If so, please describe any material benefits of, and/or restrictions on, using such forms. | No restrictions, but in reality, there are no worker-owned enterprises to refer to. |
| Are there unique reporting requirements for Social Enterprises? If there are, please describe them. Please also discuss what government bodies Social Enterprises are required to report to. | If a Social Enterprise decides to establish as an Ltd or CS or NGO, they will be subject to reporting requirements provided under respective legislation, as follows:
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| In your jurisdiction, has case law and jurisprudence evolved to address Social Enterprises? If there is meaningful jurisprudence around Social Enterprises, please provide some brief examples. | Not available yet since there are no specific legal frameworks and defined terms for SE. |
| Does your jurisdiction have any ESG requirements for Enterprises generally? If it does, please describe. | No specific provisions. However, every business entity has to follow the respective legislation for ESG. Please refer to Clause 8 of VI. Miscellaneous. |
| Does your jurisdiction have any ESG requirements specifically for Social Enterprises? If it does, please describe. | No specific provisions. However, every business entity has to follow the respective legislation for ESG. Please refer to Clause 8 of VI. Miscellaneous. |
| Does your jurisdiction have any ESG requirements for investors? If it does, please describe. | No specific provisions. However, every business entity has to follow the respective legislation for ESG. Please refer to Clause 8 of VI. Miscellaneous. |
| Are any major investor classes (e.g., pension funds, mutual funds, etc.) required to look at ESG issues when making investment decisions in your jurisdiction? a. If they are, please describe the requirements.b. If they are not, are they permi... | Most investors in local business entities usually look at OFAC restrictions, not commonly on ESG. |
| What kinds of philanthropic funding do Social Enterprises in your jurisdiction commonly receive (e.g., grants, charitable investment, traditional investment)? | Ltd and CS type entities commonly received financing by issuing shares and/or financing by banks while NGOs received funding via donations. |
| How prevalent, if at all, are new for-profit impact investments in your jurisdiction (e.g. traditional instruments with impact terms, new investment instruments, aggregation with philanthropic capital, community based funding, etc.)? | For-profit impact investments have been aware in Myanmar and the government is trying to implement a responsible investment regime but at the initial starting point. |
| What are the types of government funding and support available to Social Enterprises, if any, available in your jurisdiction (e.g., grants, investments, bonds, and guarantees)? a. How difficult is it for Social Enterprises to obtain government... | There is no special government funding. However, MSMEs can get special loans from the government, SME Development Bank and other local banks with low interest rates. The loan amount can vary from each MSMEs depending on income, business type and asset ownership. |
| Are there any companies that are formed as a Social Enterprise listed on your jurisdiction’s leading securities exchange(s)? | N/A |
| To what extent are publicly traded Enterprises required to disclose ESG related factors in annual reports/public filings in your jurisdiction. | N/A |
| How prevalent, if at all, are impact bonds in your jurisdiction? | At present, there is no concept of impact bonds. |
| In your jurisdiction, are there any restrictions on foreign investments or donations that are unique to Social Enterprises (whether incorporated as for profit entities or as Nonprofits)? | Under AR Law, registered NGOs including International NGOs can accept domestic and/or international donations. Other entities such as Ltd and/or CS cannot receive donations because they are considered profit entities. |
| Is “crowdfunding” legal in your jurisdiction? Are there rules under applicable securities laws that make it easier for smaller businesses or Social Enterprises to take money from investors that are not sophisticated/accredited/qualified under a... | There is no legally recognized concept of Crowdfunding. However, some entrepreneurs successfully use the concept of crowdfunding to have investment. However, currently, only public companies can invite the public to invest in the company through Initial Public Offering and private Ltd and CS are not allowed to make a public offering. |
| Are there any tax exemptions that are uniquely available for Social Enterprises? a. Please describe any tax exemptions that are available and whether they are partial or full.b. Are they dependent on the Social Enterprise utilized using a spe... | MSMEs are eligible for income tax exemptions (tax on net profit up to 10 million Kyat within an income year) for 3 consecutive years starting from the year commencing business operation. The income of NGOs is from donations and therefore eligible for income tax exemption. |
| Are individuals or other organizations able to provide tax deductible donations to for-profit Social Enterprises? If they are, please describe any restrictions applicable to tax deductible donations? | No. |
| Are there any other tax benefits uniquely available for Social Enterprises? (e.g. deferrals, favorable tax rates, business deductions, etc.) | No. |
| Does your jurisdiction provide for reciprocal recognition of tax-exempt status that has been granted under the law of any other jurisdictions? | No. |
| Does your jurisdiction have Regulatory Sandboxes or similar policy frameworks for Social Enterprises? If it does, please describe. | No. |
| What government operational support, resources, training or services, are available for small businesses or Social Enterprises? | There are government loans and/or financial aids and/or income tax exemptions available for MSMEs. |
| Are there different compliance requirements for different types of Social Enterprises than for traditional Enterprises? Please provide examples if there are. | No. |
| Is there a dedicated government agency or department that oversees Social Enterprises? If there is, please describe its mandate and effectiveness. | No. |
| Is there a different bankruptcy system available for Social Enterprises? | No. |
| What are the average time and filing fees to form an Enterprise in your jurisdiction? | Establishing a limited liability company under MCL takes only 1 (one) day to register with company registrar DICA. Establishing a basic cooperative society will take around two weeks, usually longer than expected, and registration is valid for two years and renewable. The process to establish a tax exempt NGO (local and international) takes between 3-12 months as the General Administration Department, respective registration agency for Nonprofit, and Ministry of Foreign Affairs in cases for International NGOs, must approve the Nonprofit and tax exempt status application. Registration is valid for five years and renewable. |
| What government or third-party certifications or accreditations, if any, are available for Social Enterprises that allow for access to benefits e.g. funding, beneficial tax status, etc.? Please provide examples and briefly describe them as well... | N/A |
| Please describe whether, in your opinion, startups and other entrepreneurial Enterprises generally can easily form and flourish in your jurisdiction. | Yes, startups can easily form and flourish in Myanmar now because online registration systems for Ltd are available and incorporation processes are fast, affordable and simple. |
| Please describe whether, in your opinion, Social Enterprises, in particular, can easily form and flourish in your jurisdiction. | Yes, by way of establishing as Ltd, exceptions for CS and NGOs requiring some time to establish. |
| Please describe whether in your opinion there are any laws that are obstructive to the formation of Social Enterprises (i.e. that actively disfavor or penalize, or otherwise discourage their formation) in your jurisdiction (for example, are Soc... | N/A |
| In your jurisdiction, are there any major fraud concerns or defects due to corruption or fraud that should be addressed? If there are, please briefly discuss the concerns or defects. | No. |
| What changes to the law do you think would be most beneficial to enabling Social Enterprises to flourish in your jurisdiction? | 1. Expanding the scope of permitted incorporation type for SE 2. Revising rules governing fiduciary duties of corporations and investment managers to enable or require them to consider factors other than financial return. 3. Making crowdfunding easier, cheaper and more accessible to broaden public investment in Social Enterprises. |
| What changes to the law do you think would be most beneficial to enhancing the social and environmental responsibility of Enterprises generally (whether or not Social Enterprises)? | Myanmar has Environmental Conservation Law 2012 (ECL) and all business enterprises shall require to conduct Environmental Management Planning (EMP) and/or Environmental Impact Assessment (EIA) and/or Social Impact Assessment (SIA) depends on the nature and degree of business and compliance with those. In addition, every business entity shall follow provisions under Social Security Law 2012 (SSL) for the social welfare of employees/workers. |
| Is there anything else you would like to add or guidance you would like to provide? Are there any questions we should have asked but did not? | No. |
Social Enterprise Law Surveys
Myanmar
The most common type of for-profit organizational forms in Myanmar is the private company limited by shares (“Co., Ltd. or Ltd.”) and a public company limited by shares (PCL) established under Myanmar Companies Law 2017 (MCL) by registering with company registrar Directorate of Investment and Company Administration (DICA). Most of the corporate businesses in Myanmar are private companies limited by shares of which are Small and Medium Sized Enterprises (MSMEs).
In addition, Myanmar has Cooperative Societies (CS) established under Cooperative Society Law 1992 (CoSL) but that entity structure is not popular in Myanmar nowadays because of lack of confidence amongst members of trade and public.
Another commonly used structure is Non-Government Organization (NGO) as a non-profit entity establishing under Association Registration Law (AR Law) and registered with the respective association registrar (usually with General Administration Department (GAD) depending on type and functions of activities).
a. Entities that seek financing from investors and will have multiple owners are limited liability companies especially PCL.
NGOs are very difficult to finance for investments and their financing heavily depends on public donations.
b. If not using CS or NGO, enterprises (in this regards Social Enterprises (SE)) commonly use an Ltd, as the liabilities of members are limited by shares and perpetual succession to operate their business.
In a private company, a shareholder’s liability is limited to the amount of their investment in the company, i.e., the amount paid for the shares. A director may be protected by the company for all liabilities incurred during the proper execution and discharge of duties on behalf of the company.
There are no organizational forms specifically designed for SE except for-profit organizations such as Ltd or PLC or CS. NGOs are not considered as SE and usually function for social welfare matters.
A private company may not be eligible for forms of support typically available to non-profit organizations, as companies are generally perceived as profit-seeking entities not concerned with social matters benefitting the public.
No restrictions, but in reality, there are no worker-owned enterprises to refer to.
If a Social Enterprise decides to establish as an Ltd or CS or NGO, they will be subject to reporting requirements provided under respective legislation, as follows:
- Ltd – Notifying with company registrar DICA on –
- Changes to Directors
- Changes to shareholders
- Changes to share capital
- Changes to company name
- Changes to company constitution
- Changes on registered office or principal place of business
- NGO – A registered NGO must submit the following to the respective registration body –
- Annual Report
- Financial Statement comprising –
- Accounting books of the income and expenses of the organization
- Funds, debt, bonds, stock share or debentures owned by the organization
- Moveable property and immovable property acquired or rented with funds of the organization
- CS – A CS shall submit the followings to the Co-Operative Department (CoD) under Ministry of Agriculture, Livestock and Irrigation (MoALI)-
- Statements of the amount and value of commodity production, service and trade of the co-operative per year
- Monthly, quarterly, semi-annual, third quarter and annual statements
- Annual statements, commodity production, trade profit and loss account, and balance sheets for each year
- Audited Financial Report
- If a Social Enterprise decides to form as a sole proprietorship, it would not be subject to any reporting requirements except tax reporting with tax authorities.
Not available yet since there are no specific legal frameworks and defined terms for SE.
No specific provisions. However, every business entity has to follow the respective legislation for ESG. Please refer to Clause 8 of VI. Miscellaneous.
No specific provisions. However, every business entity has to follow the respective legislation for ESG. Please refer to Clause 8 of VI. Miscellaneous.
No specific provisions. However, every business entity has to follow the respective legislation for ESG. Please refer to Clause 8 of VI. Miscellaneous.
Most investors in local business entities usually look at OFAC restrictions, not commonly on ESG.
Ltd and CS type entities commonly received financing by issuing shares and/or financing by banks while NGOs received funding via donations.
For-profit impact investments have been aware in Myanmar and the government is trying to implement a responsible investment regime but at the initial starting point.
There is no special government funding. However, MSMEs can get special loans from the government, SME Development Bank and other local banks with low interest rates. The loan amount can vary from each MSMEs depending on income, business type and asset ownership.
N/A
N/A
At present, there is no concept of impact bonds.
Under AR Law, registered NGOs including International NGOs can accept domestic and/or international donations. Other entities such as Ltd and/or CS cannot receive donations because they are considered profit entities.
There is no legally recognized concept of Crowdfunding. However, some entrepreneurs successfully use the concept of crowdfunding to have investment. However, currently, only public companies can invite the public to invest in the company through Initial Public Offering and private Ltd and CS are not allowed to make a public offering.
MSMEs are eligible for income tax exemptions (tax on net profit up to 10 million Kyat within an income year) for 3 consecutive years starting from the year commencing business operation.
The income of NGOs is from donations and therefore eligible for income tax exemption.
No.
No.
No.
No.
There are government loans and/or financial aids and/or income tax exemptions available for MSMEs.
No.
No.
No.
Establishing a limited liability company under MCL takes only 1 (one) day to register with company registrar DICA.
Establishing a basic cooperative society will take around two weeks, usually longer than expected, and registration is valid for two years and renewable.
The process to establish a tax exempt NGO (local and international) takes between 3-12 months as the General Administration Department, respective registration agency for Nonprofit, and Ministry of Foreign Affairs in cases for International NGOs, must approve the Nonprofit and tax exempt status application. Registration is valid for five years and renewable.
N/A
Yes, startups can easily form and flourish in Myanmar now because online registration systems for Ltd are available and incorporation processes are fast, affordable and simple.
Yes, by way of establishing as Ltd, exceptions for CS and NGOs requiring some time to establish.
N/A
No.
1. Expanding the scope of permitted incorporation type for SE
2. Revising rules governing fiduciary duties of corporations and investment managers to enable or require them to consider factors other than financial return.
3. Making crowdfunding easier, cheaper and more accessible to broaden public investment in Social Enterprises.
Myanmar has Environmental Conservation Law 2012 (ECL) and all business enterprises shall require to conduct Environmental Management Planning (EMP) and/or Environmental Impact Assessment (EIA) and/or Social Impact Assessment (SIA) depends on the nature and degree of business and compliance with those. In addition, every business entity shall follow provisions under Social Security Law 2012 (SSL) for the social welfare of employees/workers.
No.