MYANMAR Law and Practice Contributed by: Kana Manabe, Thit Thit Aung, Julian Barendse and Nirmalan Amirthanesan, Myanmar Legal Mori Hamada
of 31 January 2026). This investment was focused pri - marily on the manufacturing and transport and com - munications sectors.
• the SECM, which administers the Securities and Exchange Law (Law No 20/2013) (SEL) and the YSX (established pursuant to the SEL in 2015); and • the Competition Commission, established on 31 October 2018 under Notification No 106/2018 of the Myanmar government to enforce Myanmar’s Competition Law (Law No 9/2015). 2.3 Restrictions on Foreign Investments Foreign Investment Regulation The MIL, which came into effect on 30 March 2017, combined the previous local and foreign investment laws into one law and provides for a streamlined The MIC issued Notification No 15/2017, titled List of Restricted Investment Activities in relation to Section 42 of the MIL (the “Negative List”), on 10 April 2017 − thereby setting out the types of investments that are restricted to foreign investment, require approval from a Myanmar government ministry, or may only be made through a joint venture with a Myanmar compa - ny. Under the Myanmar Investment Rules (Notification No 35/2017) (MIR), a Myanmar company is required to have at least a 20% shareholding in such a joint venture. investment approval process. Foreign investment restrictions The Negative List was intended to be a comprehen - sive list of all such restrictions. However, the authors are not aware of any updates since 9 April 2018, when the criteria for Ministry of Electricity and Ener - gy (MOEE) approvals of energy sector projects were updated. Investors are advised to obtain legal advice on the specific restrictions applicable to any proposed transaction at the time of investment. Permissions to avoid foreign investment restrictions on land ownership Foreign investors will require a land rights authorisa - tion from the MIC under the MIL in order to have the right to enter into a long-term lease of land. This is in light of the restrictions under the 1987 Transfer of Immoveable Property Restriction Law (TIPRL), which may in practice limit leases of land for more than one year and transfers of immovable property to compa - nies not considered “Myanmar companies” without such an authorisation.
2. Overview of Regulatory Field 2.1 Acquiring a Company
Acquisitions in Myanmar may be undertaken by way of the acquisition of shares in − or a transfer of the business or assets of − the target. In terms of share acquisitions in listed companies, foreign share trading is now possible for companies listed on the YSX and also those that register on the PLB (see 2.3 Restric- tions on Foreign Investments for more information). However, in practice, hostile unsolicited transactions are not possible in Myanmar. There are currently no takeover regulations in this jurisdiction in relation to listed companies and there is no history of unsolicited transactions involving YSX-listed companies. The Myanmar Companies Law (Law No 29/2017) (MCL) also provides for schemes of arrangement. Schemes approved by 75% of shareholders (or credi - tors) are binding on all shareholders (or creditors) and the MCL provides for a court − either by the order sanctioning such a scheme or a subsequent order − to make provisions for the transfer of a company’s under - taking or its shares, pursuant to that scheme. How - ever, there is no precedent in Myanmar for schemes of arrangement, so the courts have not yet developed their practice regarding such schemes. 2.2 Primary Regulators The primary regulators for M&A activity in Myanmar are: • the DICA, which administers the MCL; • the Myanmar Investment Commission (MIC), established under the Myanmar Investment Law (Law No 40/2016) (MIL); • the CBM, which was established under the Cen - tral Bank of Myanmar Law (Law No 16/2013) and administers foreign exchange regulations in Myan - mar;
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