Myanmar Company Registration for Not-for-Profit Organization


Based on the new Myanmar Companies Law that become effective 1st August 2018 the followings are the  2 most common form of legal entity use by Not-for-Profit Organization to setup a legal entity in Myanmar:

  1. Private Company whose liability is limited by guarantee.
    • This form is ideal for Not-for-Profit organization such as club, sporting association, community project or membership organization i.e. the liability of it’s members are limited by the guarantee undertaken by each of the member.
  2. Business Association
    • This form is ideal for Chamber of Commerce or Business Association whose purpose is to promote commerce that will benefit Myanmar’s economy and are Non-Profit in nature. The liability of the Business Association is limited by the guarantee given by its members.

No minimum capital is required to register a legal entity in Myanmar.

What is the difference between a Commercial (for Profit) and a Non-Profit Organization?
A shareholder of a private company (for-Profit) can declare dividend and can share in the profit of the company. A member of a Not-for-Profit organization cannot declare dividend – all profits mush be plough back into the business to further it’s objective.

What is the minimum to start a Not-for-Profit company in Myanmar:

  • Member – minimum of 1 member, can be a foreigner. Must stipulate what is the guarantee amount (in USD or Kyat) each member is willing to provide should the company be wound up and there is outstanding payment to creditors.
  • Director – minimum of 1 director, must have a least 1 director who is ordinarily resident in Myanmar i.e. spend at least 183 out of 365 days in a fiscal year in Myanmar. The resident director can be a foreigner as long as he/she meets the criteria of ordinarily resident in Myanmar. The director and member can be one and the same person.
  • Minimum Capital – not required.
  • Business Activity– need to state the Object of the organization at registration
  • A registered office address in Myanmar

Take note that what you are submitting below is a bare bone draft about the company you are proposing to incorporate. We will still come back to you to discuss about your requirements in more details before sending you a proposal for your approval.

We can incorporate your company in 3 working days once you have given us a copy of the passport (or NRC for Myanmar citizen) for all the shareholders and directors of the proposed company.

Not-for-Profit Company Incorporation Draft Outline

Under the Myanmar Company Law 2017 - incorporating any of the above Not-for-Profit entity does not require a minimum capital to be stated at registration. However do take note that a Not-for-Profit Organization cannot declare dividends and must plough all profits back into furthering the objectives of the organization.

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Do you know that under the Myanmar Investment Rule notification No. 35/2017 (30th March 2017) it is stipulated that every investor must buy the appropriate insurance for their investment in Myanmar. Click here to read more.