Myanmar

Active in Myanmar since 2013, Luther is one of the largest law firms and corporate services providers in Yangon. Our international team of more than 50 professionals consist of lawyers, tax consultants, corporate secretaries and accountants from Germany, France, Italy and Myanmar.

With our “one-stop” service solution, Luther Law Firm Limited and Luther Corporate Services Limited provide a comprehensive range of services to assist and advise clients in all stages of the business lifecycle, from the establishment of a Myanmar business through on-going legal and tax advice, bookkeeping, accounting, payroll and payment administration up to the dissolution of enterprises.

We devise and help our clients to implement legal, tax and corporate compliance structures that work and let them focus on being successful in Asia’s last frontier market.

Myanmar’s legal framework is governed by both old and new laws and regulations, as well as internal policies and practices of the Myanmar authorities. Many laws dating back to the colonial and post-independence periods are, with more or less changes, still in force. Since its political and economic opening in 2011, Myanmar has embarked on a comprehensive reform process and is currently overhauling its legal framework.

Our local and international colleagues have the necessary knowledge, experience and commercial expertise to serve our more than 450 clients in this rapidly developing country, including multinational investors, MNCs and SMEs, development organisations, embassies, NGOs and local conglomerates.

To advise each client in the best possible way, our lawyers and tax advisors – in addition to their specialised legal and tax expertise – have expert knowledge of specific industries. Further, our team members are well connected and actively participating and holding positions in various chambers to stay abreast of the latest developments, such as the European Chamber of Commerce in Myanmar, the German Myanmar Business Chamber, the British Chamber of Commerce and French Myanmar Chamber of Commerce and Industry.

We offer pragmatic solutions and recommendations based on best practice guidelines. We never compromise on quality and we always put our clients first. Our lawyers are trained to deliver work products that comply with the highest standards and we will not settle for less.

Our Legal and Tax Advisory Services

Compliance
  • Anti-corruption compliance
  • Corporate governance and corporate compliance
  • Labour law compliance
  • Regulatory compliance
  • Tax compliance
Contract Law
  • Negotiation and drafting of commercial agreements
  • Registration of deeds and contracts with the authorities
  • Advice and assistance on stamp duty payments
Corporate Law, Investment Structuring and Joint Ventures
  • Capital measures (increase and reduction in capital, cash and in kind)
  • Advice to members of executive and supervisory boards
  • Shareholders agreements, constitutions and rules of procedure
  • National and international joint ventures
  • PPP projects
  • Liquidation and insolvency proceedings
  • Disputes among shareholders
Employment and Labour Law
  • Employment contracts for employees, managers and directors
  • Employment policies
  • Registration of employment contracts with Myanmar labour authorities
  • Corporate restructuring, redundancy and compensation plans
  • Secondments
  • Social security insurance
Foreign Direct Investment and Market Entry
  • Support and advice on the choice of location
  • Advice with regard to the appropriate market entry and restrictions under the Myanmar Investment Law
  • Planning, structuring and formation of companies, subsidiaries and branch offices
  • Representation vis-à-vis regulatory authorities
Immigration Law
  • Visa, long-term stay permits and foreigner registration cards
  • Labour cards
  • Guest residence reports
  • Form C (occupation of residential premises)
Intellectual Property Law
  • Development and implementation of IP protection strategies
  • Registration of trademarks, designs and patents
  • Licence agreements, research and development agreements
  • Outsourcing contacts
International Trade and Distribution Law
  • Registration of foreign trading companies
  • Review of general terms and conditions
  • Supply and procurement agreements
  • Distributorship and sales agency agreements
Financial transactions
  • Banking, finance and insurance law
  • Corporate finance
  • Loan and security agreements
  • Registrations with the Central Bank and FRD
  • Legal opinions
M&A Advisory
  • Support in M&A transactions, privatisations and the establishment of joint venture companies
  • Domestic and cross-border acquisitions by asset or share deal
  • Due diligence
  • Acquisition and project financing, including convertible loans
  • National and international corporate restructuring measures
  • Post-merger integration
Non-profit Sector
  • Advice with regard to the appropriate legal structures for non-governmental organisations, development organisations, foundations, social enterprises and charities
  • Planning, structuring and formation of companies limited by guarantee, associations and NGOs
  • Representation vis-à-vis regulatory authorities
  • Tax exemptions
Real Estate Law
  • Negotiation and drafting of sale and purchase agreements and leases
  • Financing structures
  • Representation vis-à-vis public authorities
Tax Advice and Tax Structuring
  • International tax (inbound and outbound)
  • Direct and indirect taxes
  • Tax structuring of M&A transactions
  • Transfer pricing
  • Remedies and actions relating to taxation and public charges

Our Corporate Services

Accounting & Financial Reporting

Luther Corporate Services together with its partners is able to assist its clients in time-consuming accounting and administrative matters, which every company needs to take care of. Our accounting & bookkeeping services and payroll processing services are ideal for the sustainable growth of the business organization as the impact of our services enable our clients to concentrate on growing and developing their business. 

1. Bookkeeping

  • Setting up the chart of accounts
  • Recording of all payments and funds received
  • Preparation of monthly bank reconciliation statements
  • Recording of all sales and trade debtors
  • Recording of all purchase and trade creditors
  • Recording of prepayments and accruals
  • Recording of all assets purchased and related depreciation
  • Recording of all commercial tax (CT) on the taxable purchases/supplies
  • Extraction of monthly trial balances and general ledger


2. Management Reports

  • Compiling of profit and loss account and balance sheet
  • Generating aged financial analysis of debtors and creditors
  • Business advisory services such as accounting reports and preparation of business plans
  • Budget preparation and comparison and analysis of key components of financial performance


3. Statutory Accounting

  • Preparation of financial statements and notes to the financial statements in compliance with the relevant financial reporting standards
  • Review and computation of tax and deferred tax provisions for inclusion into financial statements
Cessation of business

Luther Corporate Services offers advice and assistance in regard to the cessation of the business. This service includes the preparation and filing of all necessary documents for the voluntary winding-up of an entity.

Corporate Secretarial Services

We provide the complete range of corporate secretarial services to companies in Myanmar.

1. Provision of personnel to assume statutory positions or support the company with day to day activities, compliance and filing obligations, such as Representative for Branch

2. General Services to ensure statutory compliance

  • Advice on corporate governance and compliance with the Myanmar Companies Act
  • Setting up statutory books and registers
  • Custody and maintenance of statutory books and registers
  • Preparing and lodging of all prescribed forms and requisite documents with the Companies Registration Office (CRO)
  • Preparation of notices, minutes, and other documents pertaining to directors’ and shareholders’ meetings (Annual General Meeting and Extraordinary General Meeting)
  • Managing changes:
    • Change of name
    • Change in constitutional documents
    • Change in capital structure (transfer of shares, new issuance of shares, repurchase of shares)
    • Change of shareholders
    • Change of directors, managers, auditors
    • Change of registered office address
  • Provision of registered office address including mail forwarding
  • Opening of bank accounts and managing changes to bank signatories
  • Corporate restructuring
Establishment / Registration of a Company in Myanmar

Together with our partners, we provide fast and efficient service for the formation and registration of a company in Myanmar, whether in the form of a private limited company, branch or representative office. Our services include:

Setting up Services

  • Private limited company
  • Branch office
  • Representative office


Advisory services on

  • Type of entity to be established and the optimal corporate & tax structure
  • Organisational structures
  • Share capital/directors
  • Joint Ventures
  • Mergers & Acquisitions


Additional Approvals & Registrations

  • MIC approvals for foreign investments under the Foreign Investment Law
  • Preparation of Memorandum and Articles of Association, and other constitutional documents
  • Obtaining other domestic registrations
Human Resources & Payroll Administration

At Luther Corporate Services we offer full outsourcing services for the management of payroll, personnel data and employee benefits. Our services include the following:

  • Processing employee expense claims including payment
  • Computation of net salary
  • Computation of social security contributions
  • Providing payroll reports & financial journals
  • Handling payment of net salary, social security contributions and withholding tax
  • Ensuring compliance with all tax and social security reporting requirements
  • Support with immigration related matters
Individual and Corporate Tax Compliance

Our corporate and individual tax compliance services include:

  • CT registration and preparation and submission of quarterly CT returns
  • Preparation and filing of corporate tax returns including tax calculation with tax authorities
  • Preparation and filing of individual tax returns and tax computation with tax authorities
  • Advising on Double Taxation Agreements
  • Advising on withholding tax issues, preparation and filing of withholding tax returns including claims for double taxation relief
  • Advising on complex and international tax structures
  • Negotiations with the Inland Revenue Department (IRD) regarding individual or corporate tax issues
Payment Administration

Luther Corporate Services supports offers cash, fund & payment administration services. For smaller businesses where segregation of duties is an issue, our service functions as an additional internal control with regards to company fund spending.

  • Administration of cash funds deposited with us or in client’s own bank accounts
  • Cash forecasting and processing of accounts receivables
  • Account signatory services to enable settlement of company payment obligations e.g. to suppliers, for payroll, for employee expense reimbursements
  • Opening of bank accounts and managing changes to bank signatories
  • Issue payment vouchers and arrangement of payments

Key Contact >>

Key Contact

Alexander Bohusch

Partner

T +95 1 7500 021