1

Official Translation

Myanmar Investment Law(The Pyidaungsu Hluttaw Law No. 40/2016)
The 2nd, Waning of Thadingyut, 1378 M.E.
(18th October, 2016)
The Pyidaungsu Hluttaw hereby enacts this Law.
Chapter I
Title and Definition
1.

This Law shall be called the Myanmar Investment Law.

2.

The following expressions contained in this Law shall have the meanings
given hereunder:(a)Union means the Republic of the Union of Myanmar.

(b)

President means the President of the Republic of the Union of
Myanmar.

(c)

Government means the Union Government of the Republic of theUnion of Myanmar.

(d)

Ministry means the Ministry of Planning and Finance of the Union
Government.

(e)Commission means the Myanmar Investment Commission formed
under this Law.

(f)Member means any member of the Myanmar Investment
Commission, including the Chairman and the Vice-Chairman.

(g)Commission Office means the office of the Directorate of Investment
and Company Administration which is responsible for carrying out
administrative activities of the Commission.

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Official Translation(h)Secretary means the Secretary of the Myanmar Investment
Commission who is responsible for carrying out administrative
activities of the Commission Office.

(i)

Proposal means the application, submitted in the stipulated form
together with the required contracts and documents, by the proposed
investor in order to obtain the Permit of the Commission for intended
investment stipulated under section 36.

(j)Permit means an order that describes the approval of the Commission
relating to the proposal for investment submitted by the proposed
investor.

(k)

Endorsement application means the application in the stipulated
form together with required documents submitted by proposed
investor to obtain an Endorsement of the Commission in order toenjoy benefits relating to right to use land under Chapter XII and
exemptions and reliefs under section 75, 77 and 78 of the Chapter
XVII.

(l)

Endorsement means an order that describes the approval of theCommission relating to the endorsement application submitted by the
proposed investor.

(m)

Citizen means a citizen, an associate citizen or a naturalized citizen
for the purposes of this Law. In this expression, enterprises composed
only of citizens are also included.

(n)Myanmar Citizen Investor means a citizen who invests within theUnion. In this expression, Myanmar companies and branch offices,and other enterprises established and registered in accordance with the
Myanmar Companies Act are included.

(o)Foreign Investor means a person who invests within the Union and is
not a citizen. In this expression, foreign companies, branch offices andother enterprises established and registered in accordance with the3

Official Translation

Myanmar Companies Act and enterprises formed in accordance withthe laws of any other country are also included.
(p)

Investor means a Myanmar Citizen investor or Foreign investor who
invests within the Union in accordance with the law.

(q)

Investment means any assets owned or controlled by the investor inaccordance with this Law. It shall also include investments stipulated
under section 40.

(r)

Direct Investment means an investment in which the investor has theright to control, influence or manage, of such assets which areinvested by the investor within the Union in accordance with the law.

(s)

Foreign Investment means any direct investment made by a foreign
investor within the Union.

(t)Enterprise means:(i)

Any legal entity, including company, trust, partnership, sole
proprietorship, joint venture, business association or similarorganisations established or registered to do businesses inaccordance with the applicable laws.

(ii)

A branch office of such legal entity established in accordancewith the applicable laws.

(u)Freely Usable Currency means a currency of a member of theInternational Monetary Fund (IMF) which is used to make payments
for international transactions and widely traded in the principal
foreign exchange market as defined by Article 30(f) of the Articles ofAgreement of the International Monetary Fund (IMF) and any
amendments thereto.

(v)

Exemption and relief means the exemptions and reliefs from income
tax, customs duty and other internal taxes that may be scrutinized andgranted by the Commission based on application of the investor for4

Official Translation

investments obtained a Permit or an Endorsement of the Commissionin accordance with this Law.
(w)

Measures mean laws, rules, regulations, procedures, decisions andadministrative actions adopted or maintained by government
departments, governmental organizations or non-governmentalorganizations authorized by such departments and organizations.
Chapter II
Objective

3.

The objectives of this Law are as follow:(a)to develop responsible investments which do not cause harm to thenatural environment and the social environment for the interest of theUnion and its citizens;(b)

to protect the investors and their investments in accordance with the
law;

(c)

to create job opportunities for the people;(d)to develop human resources;(e)to develop highly efficient productivity, service, and trading sectors;(f)

to develop technology, agriculture, livestock and industrial sectors;(g)

to develop various professional fields including infrastructure aroundthe Union;(h)to enable the citizens to be able to work alongside with theinternational community; and(i)to develop businesses and investments that meet international
standards.

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Official Translation

Chapter III
Scope of the Law
4.

This Law shall apply to all existing or new investments within the Union on
the date of entry into force of this Law. However, this Law shall not apply to
any existing investment disputes or any investments which obtained a Permitand suspended from their business operation before the date of entry into
force of this Law.

5.

This Law shall apply to any investment measures implemented bygovernment departments and governmental organizations except any
measures under the provisions of Chapter XXI and Chapter XXII of this
Law.
Chapter IV
Formation of the Commission

6.

The Commission shall be formed as follow:(a)a Chairman appointed by the Government after nomination frommembers of the Government by the President;(b)a Vice-Chairman appointed by the Government;(c)members appointed by the Government, who are suitable persons
from Union Ministries, government departments, governmentalorganizations, experts from the private sector, professionals andsuitable dignified persons;(d)a Secretary who is the head of the Commission Office by designation.

7.

The Government shall form the Commission with at least nine members ormore in odd numbers, including the Secretary, in accordance with theprovisions in section 6.

8.

The members of the Commission who are not civil service personnel shallhave the right to enjoy gratuity and allowances as allowed by the Ministry.

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Official Translation

9.

The term of all members of the Commission, except the Secretary, is thesame as the term of each Government. The Secretary, being a civil service
personal, shall follow the Civil Servant Law.

10.

The members of the Commission shall not serve for more than two
consecutive terms.

11.

The Government shall reconstitute the Commission within two months fromthe date of assuming office.

12.

The head of the Commission Office shall serve as the Secretary of theCommission and shall fulfill duties as stipulated by the Commission.

13.

The Chairman of the Commission may assign any duty specified in writing
among the duties of the Commission to any officials of the Commission
Office. In case of such assignment, the assigned person shall undertake only
the duty stipulated in the assignment letter. The letter may be withdrawn at
any time in writing.
Chapter V

Resignation, Dismissal from the Commission and Appointment for Vacancy
14.

If the Chairman of the Commission resigns from his position voluntarily
during his term, he may resign with the approval of the President bysubmitting a resignation letter to the Government.

15.

If a member of the Commission, except the Chairman of the Commission,desires to resign from his position, he may request through the Chairman of
the Commission and resign with the approval of the Government.

16.

The Government may dismiss any member of the Commission in any of thefollowing events:(a)health deficiency to the extent that the member is no longer able tocontinue to undertake his/her duties according to the diagnosis of the
medical board stipulated by law;

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17.

(b)

death;(c)being penalized by any court due to a criminal offence;(d)being declared as insolvent by any court;(e)failure to properly perform his/her duties.

Official Translation

The Government:(a)shall appoint a new member in accordance with the provisions in thisLaw and its rules if a vacancy arises among the members of theCommission due to resignation, dismissal, death, or any other reason;(b)

may temporarily, if the vacancy is the position of the Chairman of theCommission, appoint the Vice-Chairman or a member of theCommission to carry out the functions of the Chairman before
appointing a new Chairman.

18.

The members of the Commission shall serve their functions and duties until
new members of the Commission are appointed, except in the event of
resignation or dismissal from their positions.

19.

Notwithstanding the term under section 9, the term of the Chairman, theVice-Chairman and the members of the Commission who are appointed to
the vacant positions under section 17 shall be for the remaining term of therespective member of the Commission who is substituted.

20.

The Secretary is responsible to perform the daily operations of theCommission, and administrative and management functions related tovarious matters of the Commission.

21.

If a member of the Commission has a direct or indirect interest in a proposal
submitted to the Commission, such interest must be expressly declared. Suchdeclaration shall be recorded in the meeting minutes of the Commission andsuch member shall not participate in any right to make decision, activities
and discussions of the Commission relating to the proposal.

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22.

Official Translation

If a member of the Commission has a direct or indirect interest in theendorsement application submitted to the Commission, such interest must be
expressly declared. Such declaration shall be recorded in the Commission
Office and such member shall not participate in any process of theCommission Office relating to that endorsement application.
Chapter VI
Duties and Powers of the Commission

23.

The Commission has the right to freely exercise its duties and powers unlessthere is contrary to the provisions of this Law.

24.

The duties of the Commission are as follow:(a)carrying out the investment promotion activities of the Union;(b)performing as the department primarily responsible for coordinatingwith investors and those who are interested to invest;(c)providing investment facilitation to investors and their investments;(d)advising investment policies to the Union Ministries, Region and State
governments in adopting and implementing economic objectives forthe development of responsible businesses;(e)issuing policy guidelines and directives for the staffs of theCommission Office;(f)reporting the activities and functions of the Commission to the
President and the Government once every three months;(g)reporting annually the status of completion and progress of theinvestments approved by the Commission to the Pyidaungsu Hluttaw
through the Government;(h)delegating powers, in coordination with the Nay Pyi Taw Council,
Region and State governments, for investment activities that theGovernment may approve according to the type of investment

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Official Translation

activities or the condition of natural resources or creation of
employment opportunities for the economic development of theRegions and States including Union Territory;

25.

(i)

submitting advice to the Government in order to facilitate or
encourage local and foreign investments;(j)taking action against the investor under the relevant laws, procedures
and regulations, if it is known that the investors, when finding natural
resources or antiques, either processes, converts or conceals suchitems without notifying;(k)scrutinizing whether or not the investor and its investment complies
with this Law and its rules, regulations, notifications, orders,
directives and procedures and provisions contained in contracts, and if
not, ensuring the investor to abide and taking action against theinvestor and its investments that do not abide by such matters inaccordance with the laws;(l)reviewing exemptions, reliefs and the restricted investment activities
and reporting such reviews to the Government.

(m)performing duties assigned by the Government from time to time.

In order to implement its duties under this Law, the powers of theCommission are as follow:(a)issuing notifications with the approval of the Government after
stipulating the investment promoted sectors and the types of therestricted or prohibited investment activities;(b)

stipulating, with the approval of the Government, the types ofinvestment activities that are strategic for the Union, capital intensive
investment projects and projects which potentially have a large impact
on the environment and the local community;

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Official Translation(c)

issuing the Permit to the investor when submitting a proposal to theCommission if the proposal is beneficial to the Union and consistent
with the laws, and refusing the proposal if the proposal does not meetsuch conditions;(d)conducting the necessary scrutiny when completely submitting an
endorsement application to the Commission and issuing theEndorsement to the investor if the endorsement application is notcontrary to any law;(e)approving or refusing after scrutiny when applying for an extension
or amendment of the term of the Permit or the Endorsement by theinvestor;(f)asking, the investor, if required, to submit documents or evidences
relating to its investment;(g)managing to take action against the investor under the existing law if
it is found that there is credible evidence that the investor has
submitted the improper attached documents to the Commission to
obtain a Permit or an Endorsement, or in the event, the investor does
not comply with the terms and conditions of the Permit or theEndorsement;(h)scrutinizing, as required, and granting, when eligible, exemptions andreliefs to enjoy in accordance with the provisions of this Law;(i)stipulating the types of investment activities, with the approval of theGovernment, which are not allowed to enjoy tax exemptions or reliefs
or both;(j)requesting and obtaining assistance and information relating to theduties of the Commission from government departments,
governmental organizations and other necessary organizations,
including investors in order to perform the duties of the Commission
under this Law;

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26.
27.

28.

Official Translation(k)undertaking necessary measures to successfully implement theprovisions of this Law;(l)scrutinizing and granting appropriate periods for construction or
preparation subject to the type of investment activities;(m)scrutinizing and granting the exemptions and reliefs relating to thetemporary import of machineries and equipments from abroad under
temporary import procedures issued by the Customs Department incoordination with the relevant ministries; and(n)in effectively implementing this Law, establishing and managing asystem that is able to carry out activities such as systematicallyscrutinizing disputes, identifying the causes for disputes, responding,inquiring and settling the losses before the stage of dispute resolution;

The Commission may stipulate and collect other service fees, including
registration fees.
The Commission may, in carrying out its duties, form committees andbodies, as required.
The Commission may, in implementing its duties, open branch offices of theCommission locally or overseas with the approval of the Government, as
required.
Chapter VII
Convening of Meeting

29.

30.

Meetings shall be convened as follow:(a) convening regular meetings of the Commission at least once a month;(b) convening special meetings as required.
The Chairman of the Commission shall act as the Chairman of the meetings.
The Vice-Chairman shall act as the Chairman of the meeting when the
Chairman is not present.

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Official Translation

31.

A quorum for a meeting of the Commission shall be valid if more than halfof the total number of the members of the Commission, including the
Chairman or the Vice-Chairman, are present.

32.

The Commission shall make decisions in conformity with more than half ofthe total number of the members of the Commission who are present at a
Commission meeting. The members of the Commission, who are not present
at the meeting, shall not object, deny or amend such decision.

33.

The Commission may invite experts from the relevant departments and otherorganizations to any meeting of the Commission for the matters that require
professional expertise.

34.

The Commission shall allow the investors and persons supporting theinvestor to attend and provide explanations and engage in discussions at
meetings of the Commission.

35.

The members of the Commission shall submit and report their specificactivities at the closest regular meeting of the Commission, and obtainapproval for the specified activities.
Chapter VIII
Submission of Proposal

36.

The investor shall submit a proposal to the Commission and invest after
receiving the Permit for the following investment activities stipulated in therules;
(a)
(b)
(c)
(d)
(e)

investment activities that are essential to the national strategy;
large capital intensive investment projects;
projects which are likely to cause a large impact on the environment
and the local community;
investment activities which use state owned land and buildings;
investment activities which are designated by the Government torequire the submission of a proposal to the Commission.

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Official Translation

Chapter IX
Submission of Endorsement Application
37.

No investor is required to submit a proposal to the Commission for otherinvestment activities except investment activities stipulated under section 36.
However, in order to enjoy the right to use land under Chapter XII, and one
or more than one or all of the exemptions and reliefs under sections 75, 77
and 78, an endorsement application must be submitted in the stipulated form
to the Commission Office.

38.

When submitting the endorsement application, all approvals or licenses or
permits or similar documents issued by the relevant organizations according
to the type of business must be attached.

39.

The Commission may accept, after scrutinizing the endorsement application
submitted under section 37, if it is complete, and allow resubmitting theendorsement application after corrections are made, if it is not complete.
Chapter X
Stipulation of the Types of Investment Activities

40.

In investment, the following are also included:
(a)
(b)

(c)
(d)
(e)
(f)

enterprise;
moveable property, immovable property and rights related to property,
cash, pledges, mortgages and liens, machinery, equipment, spareparts, and related tools;
shares, stocks, and debentures (a) promissory note of a company;
intellectual property rights under any laws, including technical knowhow, patent, industrial designs, and trademarks;
claims to money and to any performance under contracts having afinancial value;
revenue-sharing contract, or production, management, construction,rights under contracts, including turnkey;

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(g)

41.

42.

43.

Official Translation

assignable rights granted by relevant laws or contract, including therights of exploration, prospecting and extraction of natural resources;
The following investments activities shall be stipulated as the prohibited
investments:(a) investment activities which may bring or cause hazardous or
poisonous wastes into the Union;(b) investment activities which may bring technologies, medicines, floraand fauna and instruments which are still being tested abroad, or
which have not obtained approvals to use, plant or cultivate, except
the investments which are made for the purpose of research anddevelopment;(c) investment activities which may affect the traditional culture andcustoms of the ethnic groups within the Union;(d) investment activities which may affect the public;(e) investment activities which may cause an enormous harmful impact tothe natural environment and ecosystem;(f)investment activities which manufacture goods or provide services
that are prohibited under the applicable laws.
The following types of investment activities shall be stipulated as restrictedinvestments:(a) investment activities allowed to be carried out only by the Union;(b) investment activities that are not allowed to be carried out by Foreign
investors;(c) investment activities allowed only in the form of a joint venture withany citizen owned entity or any Myanmar citizen; and(d) investment activities to be carried out with the approval of therelevant ministries.
The Commission shall, with the approval of the Government, issue
notifications to inform the public of investment promoted sectors andrestricted investment activities under section 42.

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44.

45.

46.

Official Translation

If it is required to liberalize or amend or remove types of the investment
activities restricted under section 42 after reviewing and revising from time
to time, the Commission shall obtain the approval of the Government andnotify the amendment and stipulation of such types of investment activities.
In reviewing and revising section 44, the Commission may discuss the
responsible personnel from the private sectors, government departments, andgovernmental organizations, in order not to be contrary to international tradeand investment commitments made by the Government.
The Commission shall, for the investment activities which may have asignificant impact on security, economic conditions, the environment, andnational interest of the Union and its citizens, submit to and obtain theapproval of the Pyidaungsu Hluttaw through Government when preparing toissue a Permit thereto.
Chapter XITreatment of Investors

47.

In dealing with the investors:(a) the Government shall accord to Foreign investors and their direct
investments, treatment no less favorable than it accords to Myanmar
citizen investors in respect to the expansion, management, operation,and the sale, or other disposition of direct investments according tothis Law except in any other stipulated laws, rules and notifications;(b) the Government shall accord, in like circumstances, to Foreign
investors and their direct investments from one country, treatment noless favorable than that it accords to investors of any other country
and their direct investments in respect of establishment, acquisition,
expansion, management, operation, and the sale or other disposition of
direct investments;(c) The provision of subsection (b) shall not be construed so as to oblige
Foreign investors with any treatment, preferences or privileges
resulting from the following matters:

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Official Translation

(i)

48.

49.

Customs Union, Free Trade Area, Economic Union resulting
from Customs Union, Free Trade Area and Economic Unionand international agreements;(ii) more favorable treatments to be accorded to investors and theirinvestments included in international agreements, bilateral orregional or international treaties, agreements or arrangements
between regional countries, treaties, agreements or
arrangements with other countries, or arrangements relating
wholly or partially to taxation.
The Government guarantees to the investors fair and equitable treatment inrespect of the following:(a) the right to obtain the relevant information on any measures ordecision which has a significant impact on the investors and theirdirect investments;(b) the right to due process of law and the right to appeal on similar
measures, including any change to the terms and conditions under any
license, a Permit or an Endorsement granted by the Government to theinvestors and their direct investments.
The provisions of this Chapter shall not affect the provisions in section 76.
Chapter XII
Right to Use Land

50.

(a)

An Investor who obtains a Permit or an Endorsement under this Law
has the right to obtain a long-term lease of land or building from theprivate owned or from the relevant government departments,
governmental organizations managed by the Government, or ownedby the State in accordance with the stipulations in order to doinvestment. Citizen investors may invest in their own land or buildingin accordance with relevant laws.

(b)

Foreign investor may lease land or building either from theGovernment or governmental organizations or from owners of private

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Official Translation

land or building from commencing on the date of receipt of a Permit
or an Endorsement of the Commission up to an initial period of (50)year in accordance with the stipulation.
(c)

After the expiry of the term of the right to use land or building or theperiod of right to lease of land or building permitted under subsection(b), a consecutive period of (10) years and a further consecutive
period of (10) years extension to such period of lease of land or
building may be obtained with the approval of the Commission.

(d)

The investor shall register the land lease contract at the Office ofRegistry of Deeds in accordance with the Registration Act.

(e)

The Government may grant more favorable terms and conditions forthe lease of land and the use of land by Myanmar citizen investors.

(f)

The Commission shall, for the purpose of the development of theentire Union with the approval of the Pyidaungsu Hluttaw submitted
through the Government, grant a longer period for the right to leaseland or building and the right to use land under this Law, to investors
who invest in least developed and remote region.
Chapter XIII
Employment of Staff and Workers

51.

The investor:(a) may appoint of any citizen who is a qualified person as senior
manager, technical and operational expert, or advisor in his
investment within the Union in accordance with the laws;(b) shall appoint them to replace, after providing for capacity building
programs in order to be able to appoint citizens to positions ofmanagement, technical and operational experts, and advisors;(c) shall appoint only citizens for works which does not require skill;

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(d)

(e)

(f)

Official Translation

shall appoint skilled citizen and foreign workers, technicians, and staff
by signing an employment contract between employer and employeein accordance with the labor laws and rules;
shall ensure to obtain the entitlements and rights in the labor laws andrules, including minimum wages and salaries, leave, holidays,
overtime fees, damages, compensation of the workman, social
welfare, and other insurance related to workers in stipulating therights and duties of employers and employees and occupational terms
and conditions in the employment contract;shall settle disputes arising among employers, among workers,
between employers and workers, and technicians or staff in theinvestment in accordance with the applicable laws.
Chapter XIV
Investment Guarantee

52.

53.

The Government guarantees not to nationalize any investment carrying out
in accordance with the law. Except under the following conditions, theGovernment guarantees not to take any measures which expropriate orindirectly expropriate or is likely to effect a result in the termination of aninvestment :(a) necessary for the public interest;(b) in a non-discriminatory manner;(c) in accordance with due process of law;(d) on payment of prompt, fair and adequate compensation;
A fair and adequate compensation shall be designated as an equivalent to themarket value prevailing at the time of expropriation of the investment.
However, that designation shall be based on a fair consideration of public
interest as well as the interests of the private investor, and shall take into
account the present and past conditions of investment, the reason for
expropriation of the investment or assets, the fair market value of theinvestment, the purpose of expropriating the investment or assets, the profits

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54.

55.

Official Translationacquired by the investor during the term of investment, and also the durationof the investment.
Non-discriminatory manner, including in Chapter XXI and Chapter XXII ofthis Law, which the Government performs in their authority for the purposesof regulating economic or supporting social interest shall not apply to theprovisions in this Chapter.
If an investor asserts that a measure or series of measures undertaken under
section 52 are inconsistent with the provisions of such section and amount toan indirect expropriation, the Government shall conduct a case-by-case andfact-based inquiry that takes into consideration the following factors:(a) whether the measures create an intentional adverse effect on theeconomic value of an investment or not ;(b) whether the measures breach the prior binding written commitment of
the Government, contract, license, or other legal documents issued infavor of the investor or not;(c) whether the measures of the Government, including the objective
contained in section 52 (a), are consistent with the public interest ornot.
Chapter XV

56.

Transfer of Funds
Foreign investors may transfer the following funds abroad relating to theinvestments made under this Law:(a) capital designated under the provisions relating to capital accountrules stipulated by the Central Bank of Myanmar;(b) proceeds, profits from the asset, dividends, royalties, patent fees,
license fees, technical assistance and management fees, shares andother current income resulting from any investment under this Law;(c) proceeds from the total or partial sale or liquidation of an investment;(d) payments made under a contract, including a loan agreement;(e) payments resulting from any settlement of investment disputes;

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(f)

57.

58.

59.

60.

61.

62.

Official Translation

other compensation or money as compensation under the investment
or expropriation;(g) remuneration, salary and earning of foreign experts legally employedin the Union.
With respect to transferring a loan or taking a loan, it shall be transferred andtaken with the approval of the Central Bank of Myanmar, in accordance withthe stipulated regulations.
Myanmar citizen investors may freely and without delay transfer abroad thefollowing funds relating to the investments made under this Law:(a) royalties, license fees, technical assistance, management fees, andinterests to be paid any outside organization;(b) payments made under a contract, including a loan agreement andinsurance claims;(c) payments resulting from an award, arbitration or settlement of any
dispute, including any agreement to be paid by Myanmar citizen
investor.
Any transfer of funds shall be allowed only after paying all tax obligations
imposed on the amount to be transferred in accordance with the stipulated
tax laws.
Foreign experts with legal work permits may make remittance abroad
without any further deduction from the amount of money paid after the tax
obligations under the Income Tax Law, through banks authorized with aforeign exchange dealer license and established in the Union.
In respect of transfers of funds made by Foreign investors under section 56,
such funds, including capital accounts or current accounts under the Foreign
Exchange Management Law, may be transferred through banks authorizedwith a foreign exchange dealer license and legally established in the Union
with freely usable currencies.
The Government may prevent or delay a transfer of funds relating to any of
the following circumstances:(a) insolvency, or the protection of the rights of creditors;

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Official Translation

(b)
(c)

63.

64.

criminal or penal offences and the recovery of proceeds of crime;
financial reporting or record keeping of transfers when necessary toassist law enforcement or financial regulatory authorities;(d) ensuring compliance with orders or judgments in judicial oradministrative proceedings;(e) taxation;(f)social security, public retirement, or compulsory saving schemes;(g) severance entitlements of employees.
The Government shall allow the transfer of capital or expenditures andforeign loans from abroad, which are required to be used for an investor andits investment within the Union in accordance with applicable laws.
In the event of serious balance-of-payments or external financial difficulties,
the Government may adopt or maintain restrictions on payments or transfers
related to investments in accordance with the Foreign ExchangeManagement Law and other international commitments.
Chapter XVI
Responsibilities of Investors

65.

The Investor:(a) shall respect and comply with the customs, traditions and traditional
culture of the ethnic groups in the Union;(b) shall establish and register a company or sole proprietorship or legal
entities or branches of such entities under the laws in order to invest;(c) shall abide by the terms and conditions, stipulations of special
licenses, permits, and business operation certificates issued to them,including the rules, notifications, orders, and directives andprocedures issued by this Law and the applicable laws, terms andconditions of contract and tax obligations;(d) shall carry out in accordance with the stipulations of the relevant
department if it is, by the nature of business or by other need, required
to obtain any license or permit from the relevant Union Ministries,

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(e)

(f)

(g)

(h)

(i)

(j)

Official Translation

government departments and governmental organizations, or to carryout registration;
shall immediately inform the Commission if it is found that naturalmineral resources or antique objects and treasure trove not related tothe investment permitted above and under the land on which theinvestor is entitled to lease or use and not included in the originalcontracts. If the Commission allows, the investor shall continue tocarry out the investment in such land, and if not allowed, the investor
shall transfer and carry out, by obtaining the permission, at thesubstituted place which is selected and submitted by him;shall not make any significant alteration of topography or elevation of
the land on which he is entitled to lease or to use, without the approvalof the Commission;
shall abide by the applicable laws, rules, procedures and best
standards practiced internationally for this investment so as not tocause damage, pollution, and loss to the natural and social
environment and not to cause damage to cultural heritage;
shall list and keep proper records in books of accounting and annual
financial statements, and necessary financial matters relating to theinvestments performed by a Permit or an Endorsement in accordancewith internationally and locally recognized accounting standards;
shall close and discontinue the investment only after payment ofcompensation to employees in accordance with applicable laws forany breach of employment contracts, closure of investment, sale andtransfer of investment, discontinuation of investment, or reduction of
workforce;shall pay wages and salaries to employees in accordance withapplicable laws, rules, procedures, directives and so forth during theperiod of suspension of investment for a credible reason;

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(k)

66.

67.
68.

Official Translation

shall pay compensation and indemnification in accordance withapplicable laws to the relevant employee or his successor for injury,
disability, disease and death due to the work;(l)shall supervise foreign experts, supervisors and their families, who
employ in its investment, to abide by the applicable laws, rules, orders
and directives, and the culture and traditions of Myanmar;(m) shall respect and comply with the labor laws;(n) shall have the right to sue and to be sued in accordance with the laws;(o) shall pay effective compensation for loss incurred to the victim, if
there is damage to the natural environment and socioeconomic losses
caused by logging or extraction of natural resources which are notrelated to the scope of the permissible investment, except fromcarrying out the activities required to conduct investment in a Permit
or an Endorsement.
(p) shall allow the Commission to inspect in any places, when theCommission informs the prior notice to inspect the investment;(q) shall take in advance a Permit or an Endorsement of the Commission
for the investments which need to obtain prior approval under theEnvironmental Conservation Law and the procedures ofenvironmental impact assessment, before undertaking the assessment.
Such investments shall be submitted the situation of environmental
and social impact assessment to the Commission during the permitted
investment period.
Subject to the assessment under section 65 (q), the Commission may
administer the investments to carry out as necessary, including to conduct orsuspend.
The investors shall comply with all responsibilities stipulated under section
65 from the date, this Law comes into effect.
If the investor discontinues the investment before the expiry of the permitted
period, after paying the tax exemptions or reliefs or both enjoyed during
importation in accordance with the approval of the Commission, the investor

24

69.

70.
71.

72.

Official Translation

is to sell, export and dispose all machineries, equipment, motor vehicles andall other articles imported from abroad with the customs duty, other internal
taxes and tax exemption or relief or both for his investment.
After obtaining a Permit or an Endorsement from the Commission, theinvestor shall execute and sign necessary contracts with the relevant
government department or a governmental organization or governmentalorganizations, and conduct its investments.
The permission of the Commission shall be obtained for any extension andamendment of the contracts mentioned in section 69.
In conducting their investment activities, the investor shall carry out healthassessments, cultural heritage impact assessments, environmental impact
assessments and social impact assessments according to the type ofinvestment activities in accordance with the relevant laws, rules, regulations
and procedures.
Investments that obtained a Permit or an Endorsement, shall submit to theCommission of any sublease, mortgage transfer of shares or transfer ofbusiness to any person during the permitted investment period.
Chapter XVII
Insurance73.

The investor shall insure the types of insurance stipulated in the provision of
the rules at any insurance enterprise which is entitled to carry out insurance
businesses within the Union.
Chapter XVIII
Exemptions and Reliefs

74.

The Commission shall, for the purpose of supporting the development of theUnion by allowing investment in sectors which need to be developed and forthe proportionate development of Regions and States, scrutinize and may
grant one or more tax exemptions or reliefs if the investor applies for such
exemptions or reliefs.

25

75.

76.

77.

(a)

Official Translation

With respect to the income tax exemptions, designated the lessdeveloped regions as Zone (1) , the moderate developed regions as
Zone (2), and the developed regions as Zone (3), the Commission
shall, with the approval of the Government, issue a notification andmay grant income tax exemptions to investment activities in Zone (1)for a period of 7 consecutive years including the year ofcommencement of commercial operation, investment activities in
Zone (2) for a period of 5 consecutive years including the year ofcommencement of commercial operation, and investment activities in
Zone (3) for a period of 3 consecutive years including the year ofcommencement of commercial operation.
(b) With the approval of the Government, the Commission may change
the designation of the zones from time to time depending on thedevelopment of the respective regions.
(c) Income tax exemptions shall be granted only for the sectors specified
by the Commission in the notification as promoted sectors.
In addition to the provisions under Chapter XI of Treatment of Investors, theGovernment may undertake subsidies, funding, capacity building andtraining to Myanmar citizen investors and citizen-owned small and mediumsized enterprises. The Government may also allow exemptions and reliefs
for the locations where Myanmar citizen-owned businesses are operated orother economic activities.
The Commission may scrutinize and grant the following exemptions orreliefs from customs duty and other internal taxes to the investor if applied:(a) exemptions or reliefs from customs duty or other internal taxes or bothon machineries, equipments, instruments, machinery components, spareparts, construction materials unavailable locally, and materials used in
the business, which are imported as they are actually required, during
the construction period or during the preparatory period of theinvestment;

26

(b)

78.

Official Translation

exemptions or reliefs from the customs duty or other internal taxes orboth on the importation of the raw materials and partiallymanufactured goods conducted by an export-oriented business for the
purposes of the manufacture of products for export;(c) reimbursement of customs duty or other internal taxes or both onimported raw materials and partially manufactured goods which areused to manufacture products for export;(d) if the volume of investment is increased with the approval of theCommission and the original investment is expanded during thepermitted period of investment, exemptions or reliefs from thecustoms duty or other internal taxes or both on machineries,
equipments, instruments, machinery components, spare parts,
materials used in the business, and construction materials unavailable
locally, which are imported as they are actually required for use in thebusiness which is being expanded as such increases may be granted.
The Commission may scrutinize and grant the following exemptions andreliefs, as required, to the investor if applied:(a) exemptions or reliefs from income tax if the profit obtained from theinvestment that has obtained a Permit or an Endorsement is reinvested
in such investment or in any similar type of investment activities
within one year;(b) right to depreciation for the purpose of income tax assessment, after
computing such depreciation from the year of commencement ofcommercial operation based on a depreciation rate which is less than
the stipulated lifetime of the machinery, equipment, building or
capital assets used in the investment;(c) right to deduct expenses which are incurred for the research anddevelopment relating to the investment activities carried out within
the Union and actually required for the economic development of theUnion from the assessable income.

27

79.
80.
81.

Official Translation

The Foreign investors have to pay income tax on their income at the rates
applicable to the citizens residing within the Union.
Except the exemptions and reliefs under section 75, 77 and 78, other taxes
shall be carried out in accordance with relevant tax laws.
The exemptions and reliefs under sections 75, 77, 78 and 80 shall not apply
to businesses operating in special economic zones.
Chapter XIX
Settlement of Dispute

82.

83.

84.

In effective implementation of this Law, the Commission shall establish andmanage a grievance mechanism to resolve and prevent the occurrence ofdisputes, and carry out the relevant inquiries for the investment issues before
reaching the stage of a legal dispute.
Before any investment dispute between the investor and the Union or
between the investors is brought to any court or arbitral tribunal, alldisputing parties shall use due attempts to settle the disputes amicably.
If investment disputes are not able to be settled amicably:(a) if the dispute settlement mechanism is not stipulated in the relevant
agreement, it shall be settled in the competent court or the arbitral
tribunal in accord with the applicable laws;(b) if the dispute settlement mechanism is stipulated in the relevant
agreement, it shall be complied with and carried out in accord with themechanism.
Chapter XX
Administrative Penalties

85.

The Commission:(a) may impose one or more of the following administrative penalties
against an investor who violates or fails to comply with any provisionof this Law and its rules, regulations, notifications, orders, directive,

28

(b)

(c)

86.

87.

88.

(a)

Official Translation

procedures or terms and conditions contained in a Permit or an
Endorsement issued by the Commission:(i) censure;(ii) temporary suspension of business;(iii) temporary suspension of tax exemptions and reliefs;(iv) revocation of a Permit or an Edorsement;(v) add the business to a blacklist for which no Permit or Endorsement
shall be issued in the future;
shall inform a prior notice in respect of the administrative penalties tothe investor before imposing the administrative penalties according tosubsection (a), and the investor has the right to submit questions inwriting upon the administrative penalties;
shall describe the reason for imposing an administrative penalty
together with the decision, imposing the administrative penalty undersubsection (a).
The investor dissatisfied with any decision made by the Commission
under section 85 shall have the right to appeal to the Government
within 60 days from the date of the decision in accordance with thestipulations.

(b)

The Government may amend, revoke or approve any decision madeby the Commission.

(c)

The decision of the Government shall be final and conclusive.

An investor shall be prosecuted if there is credible evidence that he describes
dishonestly, falsely, or any concealment of information when submitting any
proposal, accounts, evidence of contracts, financial information or evidenceof employment and so forth to the Commission, or any relevant government
department or governmental organization.
If an investor fails to comply with or violate any provisions of this Law,
including the performance of the prohibited investment activities under29

Official Translation

section 41, he shall be prosecuted under this Law and, if required, any
applicable laws.
Chapter XXI
Exceptions
89.

Nothing in this Law shall be construed to prohibit the following fairmeasures adopted or maintained prudently by the Government:(a) necessary to protect public morals or to maintain public order;(b) necessary to protect life or health of human, animals, or plants;(c) the protection of investors, depositors, financial market participants,
policyholders, policy-claimants, or persons to whom a fiduciary duty
is owed by a financial institution;(d) ensuring the safety, standing, soundness and stability of financial
institutions;(e) ensuring the integrity and stability of the financial system of theUnion;(f)aiming to ensure fair and effective assessment of tax or direct taxation
relating to investors;(g) carrying out the protection of artistic, historical or archaeologicalvalued national treasures and heritage;(h) preservation of natural resources, and not to be damaged to such,where the effect is caused by domestic production or consumption.
Chapter XXII
Security Exception

90.

(a)

(b)

Nothing in this Law shall be construed to prohibit the Government
from adopting or enforcing necessary measures for the protection of
its essential security interests.
The provisions under this Law shall not prevent any of the following
actions necessary for the Government to protect essential security
interests, including but not limited to:

30

i.

ii.

Official Translation

action relating to the traffic in arms, ammunition and to suchtraffic in other goods and materials as is carried on directly or
indirectly for the purpose of supplying military or other security
forces;action taken, as required, in time of war or other emergency ininternational relations.
Chapter XXIII
Miscellaneous

91.

92.

93.

94.
95.

If there is any provision of this Law contrary to any matter provided for in
the international treaties and agreements adopted by the Union, theprovisions contained in the international treaties and agreement shall be
abided by for such contradictory provision.
Within the period after the enactment of this Law and before promulgating
the necessary rules and procedures, the rules issued under the Foreign
Investment Law (the Pyidaungsu Hluttaw Law No. 21/2012) may continue
to be complied so far as it is not contrary to this Law.
Any Permit for investment granted by the Commission subject to the Unionof Myanmar Foreign Investment Law (The State Law and Order Restoration
Council Law No. 10/1988) or the Foreign Investment Law (the Pyidaungsu
Hluttaw Law No. 21/2012) or the Myanmar Citizens Investment Law (thePyidaungsu Hluttaw Law No.18/2013) shall continue to be effective till theterm of such Permit is expired.
Notwithstanding anything contained in any other law, matters relating to any
provision in this Law shall be carried out in accordance with this Law.
If there is credible evidence for performing in good faith within the powers
conferred under this Law, no criminal or civil actions shall be taken against
any member of the Commission, any member of a committee or body, or
any civil servant for such act.

31

Official Translation

96.

In performing duties under this Law, the members of the Commission andthe officers of the Commission Office shall impartially carry out such duties
in accordance with the Anti-Corruption Law.
97. The members of the Commission shall not use the acquired information for
any other purposes, except implementation of the objectives under this Law.
98. Any decision made by the Commission under the powers conferred by thisLaw shall be final and conclusive except any appeal in relation to theimposition of administrative penalties under section 85.
99. In carrying out the provisions under this Law, the Ministry of Planning and
Finance shall;(a) undertake the office-work of the Commission;(b) bear the expenditures of the Commission in accordance with financial
rules and regulations.
100. In implementing this Law:(a) the Ministry may, with the approval of the Government, issue
necessary rules, regulations, notifications, directives, orders andprocedures;(b) the Commission may issue orders, notifications, directives andprocedures.
101. The Foreign Investment Law (The Pyidaungsu Hluttaw Law No. 21/2012)
and the Myanmar Citizens Investment Law (The Pyidaungsu Hluttaw Law
No. 18/2013) are hereby repealed by this Law. Although the Foreign
Investment Law is repealed, the Myanmar Investment Commission formedby that law shall have the power to perform its duties until the date that its
duties and powers have been delegated to the Commission that will succeed
under this Law.

I hereby sign under the Constitution of the Republic of the Union of Myanmar.
Sd. Htin Kyaw
President
The Republic of the Union of Myanmar