MYANMAR Law and Practice Contributed by: Kana Manabe, Thit Thit Aung, Julian Barendse and Nirmalan Amirthanesan, Myanmar Legal Mori Hamada
Approvals required for Myanmar projects Generally, a permit will be required under the MIL from the MIC for foreign and local investments that are strategically important, capital-intensive, have a large potential impact on the environment or local commu - nity, and use state-owned land − as well as for other designated investments. On 30 March 2017, the MIC issued the MIR, which sets out the process of obtaining approval under the MIL. MIC approval will also be required for the direct and also indirect acquisition of a majority of shares or con - trolling interest in a company with an MIC permit or endorsement. Although the MIC had advised in the past that it need not be notified of indirect transfers of shares in companies with MIC permits or endorse - ments, this practice appears to have changed in 2024. Foreign Ownership Restrictions in Relation to Property The TIPRL prohibits the transfer of immovable prop - erty to − or its acquisition or lease for more than one year by − foreign citizens or “foreign-owned com - panies” (defined as companies that are not 50% or more owned or controlled by Myanmar citizens). However, notwithstanding this definition, it is possible that Myanmar governmental authorities may restrict transfers or long-term leases by “foreign companies” as defined in the MCL (ie, companies with more than 35% foreign ownership) in practice. Foreign Share Trading on the YSX and PLB The YSX, established in 2015, is still developing as a stock exchange and there are currently only eight listed companies. The SECM and the YSX have imple - mented a number of measures to encourage further listings and share trading. Notably, foreigners were permitted to trade shares on the YSX from 20 March 2020, under Notification No 1/2019 issued by the SECM on 12 July 2019. The YSX issued the Framework for Trading by Foreign Investors on 6 September 2019, which implemented the SECM’s notification by setting out the roles and responsibilities of listed companies, securities com - panies and the YSX in relation to foreigners trading
shares on the YSX. The SECM subsequently issued Instruction No 1/2020 on 6 March 2020, setting out the requirements for securities companies to open accounts for foreigners to trade shares. Under Instruction No 1/2020, both resident and non- resident foreigners are entitled to trade shares on the YSX. Each listed entity is also permitted to set its own limit for the shareholding by foreigners and, under its Framework for Trading by Foreign Investors, the YSX would suspend purchase orders by foreign - ers that risked exceeding the upper limit for foreign shareholding (ie, within 5% of the upper limit set by the company). On 28 September 2020, the YSX also announced that it was launching the PLB to act as an initial step towards listing on the main board of the YSX and to provide greater opportunities for unlisted public com - panies to raise funds. The Securities Registration Business Regulations and the Business Operations Manual for the Pre-Listing Board were subsequently published on 2 October 2020. The PLB was formally established by the SECM on 1 February 2022 and, on 28 June 2023, the SECM issued Notification No 1/2023 setting out the procedure to register on the PLB. As with the YSX, foreign share trading is permit - ted on the PLB. As of 24 February 2026, there are two companies registered on the PLB. 2.4 Antitrust Regulations Myanmar’s Competition Law entered into force on 24 February 2017. This law prohibits collaborations whose purpose is to “extremely raise market domi - nance” or lessen competition in a limited market, as well as those that would result in a market share above the prescribed amount. Business combinations prohibited under the Com - petition Law may be exempt in certain circumstanc - es − for example, if the acquired business is at risk of insolvency or if the business combination would promote exports, technology transfer, or productiv - ity. However, the Competition Law is a relatively new law, and it is not yet clear how its requirements will be applied in practice. The Competition Commission has yet to enforce compliance with the Competition Law systematically.
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