MYANMAR Law and Practice Contributed by: Kana Manabe, Thit Thit Aung, Julian Barendse and Nirmalan Amirthanesan, Myanmar Legal Mori Hamada
Myanmar Legal Mori Hamada 16-01 Junction City Tower No 3A Bogyoke Aung San Road Pabedan Township Yangon Myanmar Tel: +95 1 925 3650 Fax: +95 1 925 3651 Email: mh_yangon_info@morihamada.com Web: www.morihamada.com
1. Trends 1.1 M&A Market
A particularly significant legal development for busi - nesses in Myanmar involves foreign exchange meas - ures implemented by the Central Bank of Myanmar (CBM). Notably, the CBM issued Notification No 12/2022 and Directive No 4/2022 (each dated 3 April 2022) and Directive No 5/2022 and Directive No 6/2022 (each dated 5 April 2022), requiring that: • Myanmar residents (other than Myanmar govern - ment entities, certain foreign companies, and those provided an express exemption by the CBM) deposit earnings, capital income and borrowings and unilateral transfers denominated in a foreign currency in an account at an authorised dealer bank, and convert those amounts to kyats at the CBM reference rate (MMK2,100 per US dollar since 5 August 2022) within one business day; • foreign currency amounts already held by such Myanmar residents be converted to kyats at the aforementioned CBM reference rate; and • all foreign currency remittances from Myanmar (including payments for goods and services, divi - dend distributions and loan repayments) obtain the prior approval of the Foreign Exchange Supervisory Committee (FESC), which was formed under Order No 28/2022 of the State Administration Council (SAC) of Myanmar on 4 April 2022. The CBM has continued to amend these require - ments. Notably, on 30 December 2022, the CBM noti - fied Myanmar banks that the FESC had determined that – for companies with foreign ownership greater than 35% – it would not be necessary for banks com -
Businesses in Myanmar have faced a number of sig - nificant legal, political and economic challenges, as well as a challenging regulatory and investment envi - ronment since 2020. A state of emergency was declared in Myanmar on 1 February 2021 under Order No 1/2021 of the Office of the President of Myanmar (Pro Tem), according to which legislative, executive and judicial powers of the government were transferred to the Commander-in- Chief of the Defence Services. The state of emergency was terminated on 31 July 2025. However, a new state of emergency was subsequently imposed in 63 town - ships under an ordinance issued on 31 July 2025 and was extended for a further 90 days on 29 January 2026. Following the lifting of the national state of emergency on 31 July 2025, an election was held in three phas - es on 28 December 2025, 11 January 2026, and 25 January 2026. Not all seats in the Myanmar legisla - ture were subject to the election, due to the ongoing civil conflict. The Union Solidarity and Development Party, which previously held power prior to the for - mer National League for Democracy-led government, is reported to have won a majority of the contested seats. The new Government is expected to be sworn in in April 2026 at a joint sitting of the two houses of the Pyidaungsu Hluttaw (the Myanmar legislature).
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