8 December
In case, we want to amend any part or in whole any of the constitution of a company, we may apply article no-17 of the Myanmar Companies Law. This article is most conveint for the company to add , to deduct and to substitute any part or in whole of a section of the constitution of a company may do so with a Special resolution of the company , so that the company which after it’s alteration of it’s constition , it would be in accordance with the desires of all shareholders of the company.
In the procedure of alteration,the company must follow the format of rules and regulations lay down by the Myanmar Companies Law and the company must not forget to file this alteration document with the Registrar of Companies Administration Office within 28-days from the date of passing of the Special resolution to amend the said part of the constitution. And the Registrar shall register the same and a certificate shall be given as a conclusive evidence that all the requirements to the alteration have been carried out by the company is in comformity with the Myanmar Companies Law. Untill and unless this cetificate that is issued by the Registrar is being received by the company, then can the company be able to adopt the alterated constitution as enforceable by law at last.
If, when an alteration has been made to the constitution of the company, it shall at any time after the date of alteration must issue any copies of the constitution which are in accordance with the alterated constitution. Failing it , it shall be liable to a fine of kyats 1.00.000 /-for every copy so issued , and every director or other officer of the company knowingly and wilfully in default shall be liable to the same penalty.
Nowadays, Myanmar has opened up it’s economy to foreigners to come to Myanmar to invest in the recently established economic zones, which provide favourable incentives to foreign investors. Likewise local companies are also attracted to the new prospects of the economic zones and followed suit, so that the number of total companies have risen up to the vicinity of about 60.000 in all. With this big number of companies operating in the different spheres of Myanmar business sectors, there bound to be difficulty for the Directorate of companies Administration to keep all the Companies in a fairly good order, more or less some loopholes in proper checking would lead to the stockpile of unfinished company cases which are not in conformity with the Myanmar Companies Law, this would certainly create a problem of big magnitude in future and shall waste the unnecessary time to race against time to make good the mistakes.
By Win Sein
