In Myanmar, a company and a partnership differ primarily in their management structure, legal status, owners’ personal liability, and regulatory requirements. Please see the following table for detail:
| Feature | Company | Partnership |
|---|---|---|
| Governing Law | Myanmar Companies Law (2017) | Partnership Act (1932) |
| Legal Status | A separate legal entity distinct from its members. | Not a separate legal entity; the business is the partners collectively. |
| Liability | Limited; members (shareholders) are not personally liable for business debts | Unlimited; partners are personally liable for business debts |
| Formation | requires registration with the Directorate of Investment and Company Administration (“DICA”) via the “MyCO” system and adherence to specific legal requirements. | based on a partnership agreement. Registration is not compulsory |
| Minimum Capital | no minimum capital requirement but certain industries and business types have specific thresholds | no minimum capital requirement |
| Continuity | Has perpetual existence; continues despite changes in ownership, management, or the death of a member. | Typically ceases upon the death, retirement, or incapacity of a partner, unless the partnership agreement specifies otherwise. |
| Number of Members | Private companies: minimum 1 shareholder, maximum 50. Public companies: minimum 1 shareholder, no limit to the number of shareholders | Minimum of 2 persons. Maximum generally limited to 20. |
| Management | Managed by a Board of Directors | Managed by the partners themselves |
| Transferability of Ownership | Shares can be transferred (subject to company constitution, shareholder agreement restrictions). | Transferring ownership requires the consent of all other partners. |
| Compliance /Filing | Mandatory annual return filling, financial report to DICA and tax filling at IRD (some exemptions for "small companies"). | No mandatory annual audit required, though proper accounts are necessary for tax purposes. |
In short, a company is a more complicated and regulated structure that protects its owners from liability and makes sure that the business can keep going. This makes it the most common type of business for foreign investors. It is easier and more flexible to set up a partnership but the partners are personally liable for any debts, which puts them at risk.
If you have any inquiries or need further assistance, our team stands ready to help.
