The Government of the Republic of the Union of Myanmar
Ministry of Planning and FinanceDirectorate of Investment and Company Administration
Notification No. 59 /2018( 12th ) Waning of First Waso, 1380 M.E.
( 9th July 2018 )Requirements for Public Companies
In exercise of the powers conferred under section 462(a) of the Myanmar Companies Law
2017, the Directorate of Investment and Company Administration issues this Notification.
1.

For the purposes of section 215(a) of the Myanmar Companies Law 2017, a publiccompany must not allot any share capital offered to the public for subscription unlessa minimum amount of 500,000,000 kyats has been subscribed, and the sum of at least
five per cent thereof has been paid to or received in cash by the company.

2.

For the purposes of section 215(f) of the Myanmar Companies Law 2017, if any
money received from applicants for shares is required to be repaid under that section
and is not repaid within 190 days after the issue of the prospectus, the directors of thecompany shall be jointly and severally liable to repay that money at an interest rateequivalent to the maximum bank lending rate published by the Central Bank ofMyanmar from time to time.

3.

For the purposes of section 211(a) of the Myanmar Companies Law 2017, a statement
in lieu of prospectus lodged by or on behalf of a public company shall be in the form
prescribed in Part I of Schedule Oneto this Notification and include the reports
specified in Part II of Schedule One.

4.

Every prospectus issued by or on behalf of a public company must be lodged with theSecurities Exchange Commission of Myanmar prior toit being filed for registration
with the Registrar under section 203 of the Myanmar Companies Law 2017. Evidenceof lodgement of the prospectus with the Securities Exchange Commission ofMyanmar must be submitted together with the prospectus for registration with theRegistrar.

5.

For the purposes of sections 86, 96 and 97 of the Myanmar Companies Law 2017, apublic company shall file with the Registrar a notice in the prescribed form of any
changes to its register of members only in respect of the 50 members holding thelargest number of shares in the company (or such other members if the company hasless than 50 members).

6.

All documents required to be filed or lodged with the Registrar under the MyanmarCompanies Law 2017 by a public company must be filed or lodged by electronicmeans only on the electronic registry system, unless otherwise directed by theRegistrar.

7.

In this Notification, “electronic registry system” means the electronic registry systemestablished by the Registrar under section 421 of the Myanmar Companies Law 2017.

8.

This Notification shall come into effect on 1 August 2018.

(Aung Naing Oo)
Registrar
Directorate of Investment and Company Administration

SCHEDULE ONE
Statement in Lieu of Prospectus(Section 211, Myanmar Companies Law 2017)

Statement in Lieu of Prospectus
Filed by………………………………………………………………….
(Name of Company)
Pursuant to section 211 of the Myanmar Companies Law 2017

PART ONEThe issued share capital of the company

MMK / USD ………………..

Divided into

Shares ofMMK / USD ………..
Shares of MMK / USD ………..
Shares of MMK / USD ………..

Amount (if any) of above capital which consists ofredeemable preferences shares.
The date on or before which these shares are, or areliable, to be redeemed.
Names, descriptions and addresses of directors orproposed directors, and any provision in theconstitution, or in any contract, as to appointment ofand remuneration payable to directors.
If the share capital of the company is divided into
different classes of shares, the right of voting atmeetings of the company conferred by, and the rights
in respect of capital and dividends attached to, theseveral classes of shares respectively.
Number andamount of shares and debentures issued oragreed to be issued as fully or partly paid up otherwise
than in cash.

1.__shares of MMK / USD ……….Fully paid.
2. __shares upon which MMK / USD …………..
per share credited as paid.
3. Debentures MMK / USD ………….

The consideration for the issue or intended issue of
those shares and debentures

4. Consideration:

Number, description, andamount of any shares
ordebentures which anyperson has or is entitled tobe
given an option tosubscribe for, or to acquirefrom aperson to whom theyhave been allotted or agreedto beallotted with a view tohis offering them for sale

1. shares of MMK / USD…..……. and debentures of
MMK / USD …………..

Period during which option isexercisable

2. UntilPrice to be paid for shares ordebentures subscribed for
oracquired under option

3.MMK / USD ……….

Consideration for option orright to option

4. Consideration:

Persons to whom option orright to option was given
or,if given to existingshareholders or debentureholders
as such, the relevantshares or debentures

5. Names and addresses:

Names and address of vendors of property purchasedor acquired, or proposed to be purchased or acquiredby the company, except where the contract for thepurchase or acquisition was entered into in the ordinary
course of the business intended to be carried on by thecompany or the amount of the purchase money is notmaterial.
Amount (in cash, shares or debentures) payable to eachseparate vendor.
Amount (if any) paid or payable (in cash or shares ordebentures) for any such property specifying amount(if any) paid or payable for goodwill.

Total purchase price MMK…………..
Cash MMK…………..
Shares MMK…………..
Debentures MMK…………..
Goodwill MMK…………..

Short particulars of anytransaction relating to anysuchproperty which wascompleted within the 2preceding
years and inwhich any vendor to thecompany or anyperson whois, or was at the time thereof,a promoter,director, orproposed director of thecompany had any
interestdirect or indirect
Amount (if any) paid or payable as commission forsubscribing or agreeing to subscribe or procuring or
agreeingto procure subscriptions for any shares ordebentures in thecompany; or rate of the commission.

Amount paid: …………… MMK
Amount payable: …………… MMKRate per centAmount or rate of brokerage
The number of shares, if any, which persons haveagreed for a commission to subscribe absolutely.
Estimated amount of preliminary expenses…………MMK

By whom those expenses have been paid or are payable

Consideration for the payment … …

Name of promoter: ………………
Amount: ……………. MMK
Consideration:

Any other benefit given or intended to be given to any
promoterConsideration for giving of benefit… …

Name of promoter: ………………
Nature and value of benefit:
Consideration:

Amount paid or intended to be paid to any promoter

Dates of, and parties to very material contract (except
contracts entered into in the ordinary course of thebusiness intended to be carried on by the company, or
contracts entered into more than two years before thedelivery of this statement).
Time and place at which the contracts or copies thereofmay be inspected.
Names and addresses of the auditors of the company (ifany).
Full particulars of the nature and extent of the interestof every director in the promotion of or in the property
proposed to be acquired by the company, or, where theinterest of such a director consists in being a partner ina firm or a holder of shares or debentures in acorporation, the nature and extent of the interest of thefirm or corporation, with a statement of all sums paidor agreed to be paid to him or to the firm or corporationin cash or shares, or otherwise, by any person either toinduce him to become, or to qualify him as, a director,
or otherwise for services rendered by him or by thefirm or corporation in connection with the promotion
or formation of the company.
If it is proposed to acquire any business, the amount, as
certified by the persons by whom the accounts of thebusiness have been audited, of the net profits of thebusiness in respect of each of the three financial years
immediately preceding the date of this statement ;provided that in the case of a business which has been
carried on for less than three years and the accounts ofwhich have only been made up in respect of two years
or one year the above requirement shall have effect as
if be, were substituted for references to three years, andin any such case the statement shall say how long thebusiness to be acquired has been carried on.
And also, in the case of astatement to be lodged byaprivate company onbecoming a public company,thefollowing items:Rates of the dividends, if any,paid by the company
inrespect of each class ofshares in the company ineachof the 3 financial yearsimmediately preceding thedateof this statement orsince the incorporation ofthecompany, whicheverperiod is the shorter
Particulars of the cases inwhich no dividends havebeen
paid in respect of anyclass of shares in any oftheseyears.

PART TWO
Reports to be set out
1. Where it is proposed to acquire a business, a report by the person appointed as auditor of thecompany (who shall be named in the statement) with respect to —(a) the profits or losses of the business in respect of each of the 3 financial years immediately
preceding the lodging of the statement with the Registrar; and(b) the assets and liabilities of the business at the last date to which the accounts of the businesswere made up.
2. Where it is proposed to acquire shares in a corporation which by reasonof the acquisition or
anything to be done in consequence thereof or in connectiontherewith will become a subsidiary of

the company, a report by the person appointed as auditor of the company (who shall be named inthe statement) withrespect to the profits and losses and assets and liabilities of the othercorporation inaccordance with sub paragraph (3) or (4), as the case requires, indicating how
theprofits and losses of the other corporation dealt with by the report would, in respectof theshares to be acquired, have concerned members of the company, and whatallowance would havefallen to be made, in relation to assets and liabilities so dealtwith, for holders of other shares, if
the company had at all material times held theshares to be acquired.
3. If the other corporation has no subsidiaries, the report referred to insub paragraph (2) shall:(a) so far as regards profits and losses, deal with the profits or losses of theother corporation inrespect of each of the 3 financial years immediatelypreceding the delivery of the statement to
the Registrar; and(b) so far as regards assets and liabilities, deal with the assets and liabilities ofthe othercorporation at the last date to which the accounts of thecorporation were made up.
4. If the other corporation has subsidiaries, the report referred to insub paragraph (2) shall:(a) so far as regards profits and losses, deal separately with the othercorporation’s profits orlosses as provided by sub paragraph (3), and, inaddition, deal as aforesaid either:(i)as a whole with the combined profits or losses of its subsidiaries;or(ii)

individually with the profits or losses of each subsidiary,or, instead of dealing separately with the other corporation’s profits orlosses, deal as aforesaid
as a whole with the profits or losses of the other corporation and with the combined profits orlosses of its subsidiaries; and(b) so far as regards assets and liabilities, deal separately with the othercorporation’s assets andliabilities as provided by sub paragraph (3), and,in addition, deal as aforesaid either:(i)as a whole with the combined assets and liabilities of itssubsidiaries, with or without
the other corporation’s assets andliabilities; or(ii)individually with the assets and liabilities of each subsidiary,and shall indicate as
respects the profits or losses and the assets andliabilities of the subsidiaries theallowance to be made for persons otherthan members of the company.

Note.—Where a company is not required to furnish any of the reports referred to in this Part, astatement to that effect giving the reasons therefor should be furnished.

(Signatures of the persons above-named as directors or proposed directors or of their agents
authorised inwriting)
Date:

PART THREE
Provisions applying to Parts I and II of this Schedule1. In this Schedule “vendor” includes any person who is a vendor for the purposes of the Myanmar
Companies Law.
2. If, in the case of a business which has been carried on for less than 3years or of a corporation
which has been carrying on business for less than 3years, the accounts of the business orcorporation have only been made up in respect of 2 years or one year, Part II of this Scheduleshall have effect as if references to 2 years or one year, as the case may be, were substituted forreferences to 3 years.
3. Any report required by Part II of this Schedule shall either indicate by way of note any
adjustments as respects the figures of any profits or losses or assets and liabilities dealt with by
the report which appear to the persons making the report necessary or shall make thoseadjustments and indicate that adjustments have been made.