These entities must re-register on the MyCO between 1 August 2018 and 31 January 2019. The Companies Law introduces directors’ duties for the first time, including the duty to act with care and diligence, the duty to act in good faith in the company’s best interest, and the duty to disclose certain interests. Companies must register on Myanmar Companies Online. ���d']Z�u>˲$K��-H@H-��@"PJ"����WQ�% _@��x��}�^jqq�)����a6C)�M�?>&�q?/���N���e�\���e�iŴ.�=-�m3L&����QN## (k=�8u�v�ź���\�ݢh��YWե�"$|O��bM���O��w[ˤ� ]9�W���E�TW9'K)}�����e]���\_B�Ȧ�rWm��?��*�}�6���5�vQ5KqU5㦯�Ӫ뇓U�����o�+�\l-F1��9p"�m�2zH�B/�Um�&7�"ȇ�:��������C�.�..�M � �b �jpޑL�)���#tE���o�6x�,���r�� ��mӗ�FI�h���sD�YFc@{*�Z��$G��(}��a�O���nL����v�xȧ1����s�����7K%^2K�~�%� ����:������g��!���܍�.ِ�-����{�/j��B0� B]NP�ք8�����!=k�. h�l��j!��Wq����IB;%B�Y- �����[�J��WJ�]����}Z��ӱ�Ob��Ȕ����+R����O�6�ޘG���l���.�/���Ƙ�x.݈�8���N��[���)� ,���櫰X*�,�2jq�̑��U��ky���B� ֆ��ܝE���g[E(�[p.p�� ���#� FM 1462 0 obj <>/Filter/FlateDecode/ID[<6801CA60D380E0488C2DBACCC7E77D02><09E6837153FFFF4BB06EBE6D1B91C47F>]/Index[1452 23]/Info 1451 0 R/Length 66/Prev 635682/Root 1453 0 R/Size 1475/Type/XRef/W[1 2 1]>>stream Duty of directors to act in good faith and in best interests of company 144. endstream endobj 76 0 obj <>stream Have a registered office in Myanmar; must inform DICA of its location, Keep proper company registers (such as register of members and directors), Notify DICA of changes in company information (such as issuance of new shares, changes to shareholders or directors, or change to registered address), Submit annual returns on the MyCO registry; failure to do so may result in the company being suspended or struck off DICA’s register, Pay filing fees to DICA when registering company and filing certain documents, Comply with directors’ duties as set out in the Companies Law. endstream endobj 75 0 obj <>stream 0
To be classified as a Myanmar Company, the company was required to be 100% owned and controlled by Myanmar citizens. This list sets out broad general principles based on existing common law and equitable principles which have been developed by
Until recently however, the vast majority of directors‟ duties were not set out in legislation but had evolved through case law. h�bbd``b`~$� �m n6�����$�101�ZY����~0 S )�I&&)W���̚�����Y� ����4U6(6�m�I��;�(g7_��KRFY� � ���@u������Hm�*N���,vf��:��+��\i��W����� ���8��7��$�3����A��������H���, �1L��Vĕ q��X c�r 6�QA�a`� ��Q�@`��q�>�� bQ�H0RuxbXT$&H12'��,q,S�� :N�AY�a#Â�y��g������HG0p�I��v�7�{7��a`^J,�s�)�!��s3T�@� ���� Public companies must have at least three directors. 1474 0 obj <>stream ���,dإ���¤����h�@k
���|�^Ht9�� 4ú|թ�sV�Ys�L�t)�. The Companies Law stipulates that at least one director of every company must be ordinarily resident in Myanmar. 2.2 Overview of directors’ duties The directors of a company are, subject to its constitution, responsible for the overall management of the company. Directors must comply with stipulated directors’ duties. Foreigners are able to own 35% of a Myanmar company. 1452 0 obj <> endobj
Sub-Part D – Duties of directors 143. Approval of company Sub-Part E – Transactions involving self-interest 147. With effect from 1 August 2018, all companies must: The following materials are available on the DICA website www.dica.gov.mm or by clicking on the links below: This site uses cookies and by using the site you are consenting to this.
A director is the member of the Board of Directors. h�21S0P���w�/�+Q0���L)�6�)��Is0ih ��!���Q��!������vv �6 Traditionally the common law duties of a director of a company could be divided into the duty to act in good faith, with honesty and loyalty The Companies Law also states that a director has a duty to avoid “reckless trading”, specified as causing or allowing “the business of the company to be carried on, or agree to the business being carried on, in a manner likely to create a substantial risk of serious loss to the company’s creditors”. hޤTmk1�+��12��6�B�6�`��R�A�[rK.w�� At least one director of every company must be ordinarily resident in Myanmar. %PDF-1.6 %���� From 1 August 2018, a private company can be incorporated with a minimum of one shareholder and one director.
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Directors’ Duties In line with the approach adopted in the UK, the Act introduces for the first time in Irish law a list of the principal fiduciary duties of the directors of an Irish company.
In terms of section 77(2)(a) of the Act, a director of a company may be held liable (in accordance with the principles of the common law endstream endobj 1453 0 obj <>/Metadata 89 0 R/Names 1463 0 R/PageLabels 1441 0 R/Pages 1445 0 R/StructTreeRoot 254 0 R/Type/Catalog/ViewerPreferences<>>> endobj 1454 0 obj <>/Font<>/ProcSet[/PDF/Text/ImageC]/XObject<>>>/Rotate 0/StructParents 1/TrimBox[0.0 0.0 595.276 841.89]/Type/Page>> endobj 1455 0 obj <>stream A private company can be incorporated with a minimum of one shareholder and one director. Exercise of powers in relation to employees 145. Single shareholder and director companies allowed. Overview of Directors' Duties under the Companies Act 2006 Introduction - Pre-Companies Act 2006 Directors have historically been subject to duties under English company law. The requirement of registration also applies to companies and body corporates already registered under the previous regime. The Companies Law stipulates that at least one director of every company must be ordinarily resident in Myanmar.
endstream endobj startxref Directors’ duties introduced Use of information and advice 146. Exceeding the 35% ownership threshold would render the company a “Foreign Company”, and therefore subject to restrictions under the Myanmar Investment Law. %%EOF The Myanmar Companies Law 2017 (“Companies Law”) is in force as of 1 August 2018. In The common law is the point of departure when it comes to an analysis of directors’ duties. Directors’ liability Section 77 of the Act prescribes certain statutory liabilities, which are placed on the directors of a company. All the other sources of the law (for example statutes, judgments) have an impact on the common law. “Director means a director appointed to the board of a company” sec 2(34) According to the companies act states the board of directors in relation to a company refers to a collective body of the directors of the company. The Companies Law brings about sweeping changes to the regulation of companies in Myanmar. Foreigners able to own 35% of Myanmar company. As an officer of the company, a director becomes responsible for ensuring these duties are satisfied. From 1 August 2018, a private company must have at least one director and a public company must have at least three directors, one of whom must be a Myanmar citizen. All company documents must be filed with DICA, including a copy of the company’s constitution, as set out in the Companies Law and the Myanmar Companies Regulations 2018. From 1 August 2018, foreigners are able to own up to 35% of a Myanmar Company, without changing the characterisation of the local company. The ordinarily resident director may be a permanent resident of Myanmar or be resident in the country for at least 183 days in every 12-month period. From 1 August 2018, the Myanmar Companies Online registry system (“MyCO”) comes into effect. Companies must register on Myanmar Companies Online.
These duties … It is maintained by the Directorate of Investment and Company Administration (“DICA”). hޜTmo1�+�� ���%��P��0�F��cT�Cv���krJҽ�z�\ Mh���vl?�c�)�3���匤U���Hs��40��LI2O*��I��ݑIIJ�. OTHER DUTIES UNDER THE COMPANIES LAW In addition to the duties described above, certain provisions of the Companies Law place specific duties upon the company itself (including maintaining a register of members, directors and secretaries). directors are responsible for ensuring that the company complies with its obligations relating to the health, safety and welfare at work of its workers, under health and safety legislation.
The ordinarily resident director may be a permanent resident of Myanmar or be resident in the country for at least 183 days in every 12-month period. More about cookies, Myanmar Companies Regulations 2018 and Notifications, Prescribed Model Constitution under Myanmar Companies Law 2017, Company Directors Guide: A Guide to the Myanmar Companies Law 2017. The new regime retains the distinction of the now superseded Myanmar Companies Act 1914 of “Myanmar Company” and “Foreign Company”. Meaning of “interested” 148.
In performing their role, directors are subject to a range of duties and obligations under the Corporations Act, the common law and the company’s constitution (if it … his or her duties as a director. a director owes a duty of confidentiality to his or her company and must use or disclose the company’s confidential information only for the benefit of the company. h�b```�e�lO�@�����9N.�0�̼��~�#R%BA��d�� %PDF-1.4 %���� Find out why we use cookies and how to manage your settings.