Minimum Capital Requirement

Wholesale Trading

• For wholly-owned foreign companies or a joint venture company with more than 80% foreign shareholding, an initial investment amount of no less than US$5 million is required.
• For a joint venture company in which at least 20% of the shares are held by Myanmar citizen(s) and/or citizen-owned companies, an initial investment amount of no less than US$2 million is required.

Retail Trading

• For wholly-owned foreign companies or a joint venture company with more than 80% foreign shareholding, an initial investment amount of no less than US$ 3 million is required.
• For a joint venture company in which at least 20% of the shares are held by Myanmar citizen(s) and/or citizen-owned companies, an initial investment amount of no less than US$700,000 is required.

The initial investment amount does not include monies paid towards land lease.

Registration with the Ministry of Commerce (MOC)

All wholly foreign-owned companies and joint ventures with foreign shareholdings are required to register with the Ministry of Commerce (MOC), and obtain an MOC permit before they can engage in trading activities.

The following documents and information must be submitted to the Ministry of Commerce for purposes of registration:

1. certification of incorporation;
2. copy of Myanmar Investment Commission (MIC) permit or MIC endorsement (where applicable);
3. recommendation letter from the relevant City Development Committee or Township Development Committee in each region or state in which the company proposes to trade;
4. list of goods proposed to be traded; and
5. detailed business plan (including the initial investment amount, the proposed trading location(s), area of land use and proposed trade volumes).

Land Use Requirement

Wholesale Trading

Companies (wholly foreign-owned companies and joint ventures with foreign shareholdings) engaging in wholesale trading must occupy the appropriate floor space for doing wholesale business (which are undefined at this juncture given that the new laws permitting wholesale trading have just been passed). We expect that the appropriate land use or floor space requirement for wholesale business will depend on the type of products traded and the volume of trading.

Retail Trading

Companies (wholly foreign-owned companies and joint ventures with foreign shareholdings) engaging in retail trading must occupy a floor area of at least 929 square meters, even if they are simply operating a mini mart or convenience store. This is in line with Notification 15/2017 issued by the MIC dated 10 April 2017 (containing general information on wholesale and retail trading).

Other requirements not set out in the Notification

Import Permits

In addition to the requirements set out in the Notification, companies are also required to obtain all relevant and requisite import permits if they are trading imported goods.

Goods which are prohibited or restricted under the applicable law (including prohibited imports listed on the Ministry of Commerce’s Myanmar National Trade Portal) are not permitted to be traded.

Specific Product / Industry Requirements

The requirements stipulated in the Notification are in addition to the existing requirements for registration and approval under other applicable laws or regulations, including product-specific registration or licensing requirements.

For instance, a company looking to trade agricultural products must obtain the necessary approvals and permits from the Ministry of Agriculture.