Company secretarial compliance reminder – hardcopies of MyCO filings

Regulation 3(f) of the Myanmar Companies Regulations 2018 (MCR) states as follows:

“(f)        A company shall ensure that all forms and documents filed or lodged through the electronic registry system are properly executed and kept together with the company’s registers and indexes at the registered office, principal place of business or any other place at which the company’s registers and indexes are maintained under the Law.”

What this means in practice is that every time a filing is made for a company via the ‘Myanmar Companies Online’ (MyCO) online electronic company registry, a hardcopy version of the form must be signed (“executed” means “signed” in this context), and the signed copy must be placed on the company’s internal company register file maintained under the Myanmar Companies Law 2017.

The hardcopy versions of MyCO filings are the PDF versions of the prescribed forms that are available for download from the MyCO website (see: https://myco.dica.gov.mm/public/PrescribedForms.aspx). Apart from the fact that creating and signing hardcopies of MyCO forms is required by the MCR, it is also beneficial from a corporate governance perspective as it means the company has a hardcopy document confirming that the online MyCO form and its contents were authorized by a director or secretary before the filing was made. Further, all MyCO online forms require the person making the filing to enter the name of a director or secretary of the company as having ‘signed’ the form. Any person making a MyCO filing should have a hardcopy of the form signed by the relevant director or secretary to clearly confirm that the person making the filing was authorized to enter that director’s or secretary’s name as the ‘signer’ in MyCO. This consideration should be particularly important for external services providers making MyCO filings for their clients.

We sometimes come across companies that have not kept signed hardcopies of all (or even any) of the company’s MyCO filings. Compliance with regulation 3(f) of the MCR is largely an internal company matter in practice – the Directorate of Investment and Company Administration does not monitor this issue. However, without hardcopy records of authorization of MyCO filings it can be difficult for companies to establish that past filings were authorized. This can potentially become an issue with existing shareholders or potential new investors and – as mentioned above – should be an item that persons making MyCO filings insist on before filings are done.

If you would like any further information on, or assistance with, compliance with MyCO filing and company register compliance issues, please feel free to contact us.