Nominee directors and shareholders not allowed under Myanmar Companies Law

20 February 2023

On 17 January 2023, the Myanmar Directorate of Investment and Company Administration (“DICA”) issued Directive No. 7/2023 (“Directive”) stating that nominee directors and nominee shareholders are not allowed under the Myanmar Companies Law (“Law”). The Directive came into force on its issuance.

The Directive references Division 18 of the Law, noting that it is stipulated that those who direct and control the affairs of the company are considered to be directors, irrespective of whether they were appointed as such. While alternate directors may be appointed in accordance with the law, nominee directors are not allowed.

DICA notes that there are systems where the registration of nominee shareholders is allowed with the beneficial owner separately disclosed and goes on to state that this is not the case in Myanmar. The Law provides that shares owned by any member of the company must be entered into the register of members maintained by the company and registered with the Registrar. The Directive clarifies that only the person/legal entity submitted for registration and entered into the register of members shall be considered to be beneficial owners.