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Information

What information is available to buyers?

For share offerings of public companies under the new Myanmar Companies Law, a prospectus providing a variety of detailed information on the company must be registered and made available to the public. The published information must include:

  • the details of the company constitution;
  • the names and addresses of the directors, initial company shareholders (for initial public offerings) and auditor;
  • acquisition details for interested purchasers;
  • initial public offering preliminary expenses (if applicable);
  • details of material contracts;
  • details of the rights of different classes of shares, if any; and
  • auditors’ reports for the past three years.

At the time of writing, very limited basic information on private companies is available from the Directorate of Investment and Company Administration (DICA). However, as part of the implementation of the new Myanmar Companies Law, an online registration system will be put in place by 1 August 2018. It is unclear to what extent the registered information will be accessible to the public online.

There is generally no way of determining the assets held by a company, or the value of those assets, from public records. There is no asset registration for mortgages or other purposes. There are no laws for the creation or registration of security interests in movable property.

Due diligence of land ownership and lease holdings is necessary but often challenging, due to the following factors:

  • the absence of an accessible electronic filing system;
  • the need to attend the local land office in the region where the land is located; and
  • the challenge of obtaining cooperation from land officials in order to access documents and information.

Documents and information obtained from the property owner are generally the primary source in due diligence investigations.

Due diligence of existing or potential legal liability is similarly challenging. The effectiveness of litigation, arbitration and bankruptcy searches is very limited in Myanmar. There is no online keyword search facility available to check pending cases filed before the courts, although the Union Supreme Court maintains the case list and judgment order date of active civil and criminal cases at the state and regional high courts. File searches for pending litigation matters must be conducted manually at the individual courts, since no centralised filing system exists. It is sometimes difficult to obtain approval to conduct these searches, as detailed information about litigation is often kept confidential by court officials, with only the relevant parties and their legal advisers allowed access. Again, it is often necessary to rely primarily on information provided by the target company or the seller.

What information can and cannot be disclosed when dealing with a public company?

Under Section 202 of the Myanmar Companies Law, a public company issuing shares must issue a prospectus or similar document, registered with the DICA and made available to the public, providing a long list of company details, including:

  • the details of the company constitution;
  • the names and addresses of the directors, initial company shareholders (for initial public offerings) and auditor;
  • acquisition details for interested purchasers;
  • initial public offering preliminary expenses (if applicable);
  • details of material contracts;
  • details of the rights of different classes of shares, if any; and
  • auditors’ reports for the past three years.

There are no other specific regulations regarding disclosure by either party when dealing with a public company.

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