Inside Business with AustCham: Myanmar Update Christopher Chit Tun Consulting Director, Deloitte Consulting Southeast Asia Peter Coleman Executive Director, Forensic Services, Deloitte Touch Tohmatsu, Singapore and South East Asia. Tuesday, 7th May 2013 © 2013 Deloitte. Your partner in discovering the last frontier. 1 © 2013 Deloitte. Headlines Myanmar has emerged as a country undergoing most rapid changes in the world. Since U Thein Sein was sworn in as the country‘s new president in 2011, Myanmar has embarked on a series of socioeconomic reforms including enacting laws reviewed by international standards, opening decades-longclosed market to the world, and relieving sanctions which has inhibited the growth of the economy As the western world looks east to be the engine of global growth, Myanmar with its abundant natural resources and untapped markets, thus surfaces as the most attractive ground for businesses to venture. However, the lack of basic infrastructure (electricity, water supply, office space, etc.,), legal infrastructure (commercial laws, regulations, tax and financial systems, etc.,), and other insufficiencies have become obstacles for businesses to operate in Myanmar. 2 © 2013 Deloitte. Why Myanmar 3 © 2013 Deloitte. Myanmar at a Glance Myanmar is strategically located between China and India, which holds more than a third of the global population Major Cities China • • Naypyidaw New capital of Myanmar (since March 2006) and third largest city HQ of government ofiices officials India Bangladesh Gazetted Special Economic Zone (SEZ)/Deep Sea Port 1) Kyaukphyu in Rakhine State 2) Thilawa in Yangon Division 3) Dawei in Tanintharyi Division Six Free Trade Zones • • Yangon Former capital and largest city Most important commercial center with best education and healthcare facilities MANDALAY 6 5 1 NAYPYITAW Laos BAY OF BENGAL 6) YANGON 1 • • • Mandalay Last royal capital and second largest city Economic and commercial hub of upper Myanmar 30% of city population are Chinese immigrants 2 Source: IE Insight, Peopledaily.com 4 2 3 Thailand ANDAMAN SEA Gazetted Special Economic Zone 3 Dawei International Airport Thilawa in Yangon Mawlamyine in Mon State Myawaddy in Kayin State Hpa-an in Kayin State Kyaukphyu in Rakhine State Pyin Oo Lwin in Mandalay Division Five prospective sectors for SEZ and free trade zones i. ii. iii. iv. Free Trade Regions Deep Sea Port 4 1) 2) 3) 4) 5) v. production high-tech agriculture, livestock breeding and forestry transport and communications banking services © 2013 Deloitte. Myanmar in Transition Myanmar has taken great strides politically and economically since Thein Sein assumed the President of Myanmar in 2011 Events 2011 Mar Mr. Thein Sein became the President, SPDC dissolved. Aug Deregulated export tax Sep Ceased building Myitsone dam Oct Approved private banks for the transaction of Oct Myanmar got assigned as ASEAN chair in 2014 Nov Hillary Clinton visited Myanmar Jan Agreed on cease fire with Karen Apr NLD, led by Aung San Suu Kyi won the by-election EU lifted the economic sanction 2012 JP Govt exempted 3 00 Billion JPY debt on Myanmar Nov Revised labor union law Mar Raised the wage of public officer Apr Unified the multi exchange rate May Deregulated the automotive import Sept Opened the insurance to private Nov Released New Foreign Investment Law Sep Reshuffled the Cabinet Dec Signed MOU about Thilawa SEZ development Nov US President Obama visited Myanmar Jan JP Govt. announced the restart of ODA Exempt from 6 billion USD debt Feb Started negotiation on investment treaty with EU 2014 foreign currency May US relieved the economic sanction President Thein Sein attended the UN conference. 2013 Policy Changes with Japan Jan Released New Foreign Investment Laws SEZ Law / Condominium Law to be announced Myanmar to be assigned as Chair of ASEAN General Election 2015 ASEAN Economic Community © 2013 Deloitte. 5 Source: Myanmar in Focus Geographic summary and economic indicators Economic indicators (2012 estimate) Geographic Summary Name • The Republic of the Union of Myanmar GDP US$54 billion GDP Growth 6.3% Inflation (Average) 5.8% Area • 676,578 sq km (Land: 96.6%, Water: 3.4%) Foreign Direct Investment Land use • Arable land : 14.9%, Permanent crops : 1.3%, Other : 83.8% US$20 billion (pledged, 2010 - 2011) Exports US$8.529 billion Land boundary • China : 2,185 km, Thailand : 1,800 km, India : 1,463 km, Laos : 235 km, Bangladesh : 193 km Climate • Tropical Monsoon Current Account Balance -4.4% of GDP • Petroleum, natural gas, timber, minerals, precious gems Population 63 millions Natural Resources Urban Population 33.2% Unemployment 4% Central Bank Discount Rate 10% Commercial Lending Rate 13% Gini Index 40* Fiscal Deficit 5.7% of GDP* Public Debt 45% of GDP* * 2011 estimate • • • Strategically located between China and India as well as near major Indian Ocean shipping lines Possesses abundant natural resources With 65% of its population below 35 years of age (15 – 19 year olds being the largest segment, and 20 – 25 year olds close behind), Myanmar is equipped with labor resources 6 Source: IMF 2012 Estimates, CIA, US Census, Deloitte Analysis, ADB © 2013 Deloitte. Myanmar‟s Export Earnings by Sector Exports are largely based on raw materials/ primary industry, leaving much room for improvement in the secondary and tertiary industries Others 12% Natural Gas Forestry Products 29% 7% Garment 4% Fishery Products 4% Raw Rubber 3% Agricultural Products 3% 2% Rice 10% Beans and Pulses 26% Minerals 7 Source: Ministry of Commerce 2012 © 2013 Deloitte. Foreign Direct Investments in Myanmar Over 80% of FDI is concentrated in power and oil & gas sectors since the first foreign investment legislation was passed in 1988 Foreign investment of permitted enterprises as of 29/2/2012 Sectors Power Approved Amount ($USD million) % 5 $18,873.720 46.48% 104 $13,815.375 34.17% 64 $2,794.463 6.91% 164 $1,760.701 4.35% Hotel and tourism 45 $1,064.811 2.63% Real estate 19 $1,056.453 2.61% Livestock and fisheries 25 $324.358 0.80% Transport and communication 16 $313.906 0.78% Industrial estate 3 $193.113 0.48% Agriculture 7 $173.101 0.43% Construction 2 $37.767 0.09% Other services 6 $23.686 0.06% 460 $40431.454 100% Oil and gas Mining Manufacturing Total 8 No. Myanmar Investment Commission A combination of the lucrative nature of the power and oil & gas sectors and Myanmar‘s resource abundance and technical needs in such sectors has caused the high concentration of FDI in these sectors. As a frontier market with poor inf rastructur e and newl y opened undiversified e c o n o m y, My a n m a r h a s taken initiatives to adopt proper incentives and promotional strategies to increase the flow of appropriate FDI needed to integrate Myanmar‘s economy with those of the globalized nations. © 2013 Deloitte. Doing Business in Myanmar 9 © 2013 Deloitte. Establishing a Business in Myanmar The process of getting businesses approved in Myanmar can be complicated and time intensive 1 Identify Intended Business Activity Type of business activity to undertake (e.g., manufacturing, consulting, construction, etc.) 2 Identify Relevant Ministries/ Stakeholders 3 E.g., a large scale manufacturing project‘s relevant agencies would be Ministry of Commerce, Ministry of National Planning and Economic Development, and Ministry of the President‟s Office. Gaining appropriate advocacy to relevant agencies/ bodies is necessary to ensure a smooth process. Timeframe 10 Contact Relevant Ministries/ Authorities 4 Determine the entity type to be established Contact relevant ministries/ authorities to establish good relationships with key parties for endorsement / no contest during investment applications Foreign entity may est. presence as: Sole proprietorship Understand key drivers for the ministries and obtain buy-in into establishment plans partnership JV (with a citizen, private company, cooperative society) 3 – 4 mths Source: Myanmar Vigour and Myanmar investment guide (MIC) An LLC (private or public) Registered Branch Representative office of a company incorporated outside Myanmar State-Owned Economic Enterprise (SEE) 5 Register under the MFIL or CA Foreign investors may register their companies under the Myanmar Companies Act (CA) or in conjunction with Myanmar Foreign Investment Law (MFIL): Companies registered under MFIL are eligible for tax incentives, those under CA are not Minimum foreign share capital for co. registered under MFIL is US$300K v. US$50K for service companies 1 - 3 mths © 2013 Deloitte. New Myanmar Foreign Investment Law (MFIL) Registering under the new MFIL requires a higher capital commitment and an additional permit, but wreaks the benefits of tax holidays and other incentives 1 2 Identify Intended Business Activity Identify Relevant Ministries/ Stakeholders 3 Contact Relevant Ministries/ Authorities 4 5 Determine the entity type to be established Register under the MFIL or CA Company Registration Options Foreign investors may register their companies under the Myanmar Companies Act (CA) or in conjunction with Myanmar Foreign Investment Law (MFIL); tax holidays and other incentives are available under MFIL. Key Diff. is not having obtain an Min. foreign MIC permit share capital Manufacturing US$150K Service - US$50K Manufacturing US$500K, Service -US$300K Myanmar Companies Act (CA) Myanmar Foreign Investment Law (MFIL) Myanmar Investment Commission (MIC) Apply for MIC Permit Directorate of Investment and Company Administration (DICA) Apply for trade permit Companies Registration Office (CRO) Apply for Registration Incentives Under New MFIL (Subject to MIC approval) • Tax exemption up to 5 years with the option of extension for a reasonable period subject to MIC‘s approval • Tax exemption from tax on profits if the profits are reinvested within a year • Right to use accelerated depreciation • Tax relief up to 50% on income tax on profits and exemption of commercial tax for export businesses Law, regulations, and registration procedures are constantly being reviewed and amended. As such, the support of a well experienced advisor with sufficient resources is paramount. 11 • Right to carry forward and set-off losses up to 3 consecutive years from the year loss is sustained • Customs duty exemption or relief on machinery equipment, instruments, components, etc. imported to be used in the business during the period of construction. • Customs duty exemption or relief on raw materials imported to be used in the first 3 years‘ commercial production following the completion of construction. Source: Myanmar Vigour,Myanmar investment guide (MIC), and MFIL © 2013 Deloitte. Myanmar Tax Highlights Residents companies are taxed on a worldwide basis. However resident companies registered under MFIL are not taxed on foreign income. Non-resident companies are taxed only on income within Myanmar Corporate Tax Residence – A company is resident if it is formed under the Myanmar Companies Act. Companies registered under MFIL are treated as resident company. Taxable income – includes income from business, profession, property, other sources and undisclosed sources as well as capital gains calculated after the deduction of allowable expenses and depreciation Taxation of dividends – Myanmar operates a one tier corporate tax system under which all dividends received from a company or other association of persons are exempt from income tax in the hands of shareholders. Capital gains – There is no separate capital gains tax law. Income tax is levied on gains from sale, exchange, or transfer of capital assets (e.g. land, buildings, vehicles, etc.) Losses – losses from any sources maybe set off against income accruing from any other sources in that year, except for capital losses or a share of loss from an association of persons. Unutilized losses may be carried forward and offset against income in the following 3 years. Withholding Tax Dividends – No tax is levied on dividends paid to a resident or non- resident company Interest – No tax is withheld on interest paid to a resident company; tax rate is 15% on interest paid to non-resident Royalties – royalties paid to a resident and non-resident are subject to 15% and 20% withholding tax respectively Branch remittance tax – none Other – Amounts paid to a resident and non-resident for procurement of goods and services within the country are subject to 2% and 3.5% withholding tax respectively 12 Corporate Taxpayer Category Tax Rate Companies incorporated in Myanmar under MCA 25% Companies operating under MFIL 25% Non-resident entities including registered Myanmar branches 35% Capital Gains Tax Resident tax payer 10% Non Resident tax payer 40% Transfer of shares in oil & gas 40 – 50% Commercial Tax and Other Taxes Commercial Tax Taxable transactions – Myanmar does not levy a VAT. However, a commercial tax is levied as a turnover tax on goods and services. The commercial tax applies only to specific transactions listed in the Commercial Tax Law Rates – The rates are 5%, or 8% - 100%, depending on the types of products and services Registration – Registration for commercial tax is required when the amount of income from sales and services for an income year is MMK 10 million on more. Other Taxes Stamp duty – levied upon various types of instruments under the Myanmar Stamp Act. Royalties – government royalties are payable in certain sectors Custom duties – 0%- 40% © 2013 Deloitte. Inside Business with AustCham: Myanmar Update Christopher Chit Tun Consulting Director, Deloitte Consulting Southeast Asia Peter Coleman Executive Director, Forensic Services, Deloitte Touch Tohmatsu, Singapore and South East Asia. Tuesday, 7th May 2013 © 2013 Deloitte. AustCham: 7th May 2013 Navigating the Evolving Regulatory Landscape in Myanmar to Address Anti-Bribery Challenges Peter Coleman Head of Deloitte Forensic Southeast Asia What are some of the key issues • Transparency International Corruption Perception Index • Currently Myanmar is ranked 180/183, meaning it is the 3rd most corrupt country in the world • Only Somalia and North Korea rank lower, it ranks equal to Afghanistan • What does this really mean? • Cannot overlook the political influences both internally and internationally • Some international organisations still have interest in not allowing Myanmar to be released from Sanctions • Other issues? • Sanctions • Many sanctions are still current (see raft of recent announcements by US government) • OFAC lists as well as local regulator lists • What is the reputation of the people you want to do business with • How certain can you be that you know with whom you are dealing • How certain can you be that you can know the ‗facts‘ of the matters Contrasts are self evident ©2009 Deloitte LLP. All rights reserved. Frequently Asked „Burma‟ Questions What is the reality of corruption • Reality and perception will depend on the level of your involvement • Reports of land-grabs by military leaders and cronies • Reports of illegal logging etc in border area • Reports of continued heroin production How do you deal with the „cronies‟ • Recent insurance and telecoms licenses issued are a possible indicator of the future 17 Don‟t forget where Myanmar/Burma has come from What is the government doing • Struggling to meet the demands of foreign investors and their own people • 75% of the government is not democratically elected • Most if not all the Ministers are former Generals and Colonels etc What are the “other” issues you need to be aware of • Internal ethnic conflicts • Labour issues • Human rights issues • IP rights • Arbitration / Litigation • Education levels A recent example “Tycoons Rush as Burmese Insurance Privatized” ―http://www.irrawaddy.org/archives/13492‖ • 12 licenses were issues to Myanmar companies to operate as the first nongovernment insurers in Myanmar. • Foreign insurers can only re-insure, but with some restrictions on how this works. • But who are these 12 companies owned by? ‒ “Subsidiaries of Max Myanmar, run by tycoon Zaw Zaw who has close ties to the former junta, AsiaWorld, founded by infamous heroin trafficker Lo Hsing Han, and Kanbawza Bank, chaired by Western sanctions listed Aung Ko Win, are amongst those companies approved.” 19 Why doing Integrity Due Diligence is critical in Myanmar • • • • • • • • • • • • • 20 No reliable database information, media reports need validating No effective regulators to rely on or refer to It is described as a typewriter bureaucracy in the computer age Sanctions have been applied to many individuals over the years for political reasons as much as anything else Many children and siblings of regime leaders and others associated with them were sanctioned merely due to their relationships (understood), but is it still relevant? Some people appear to have been incorrectly sanctioned based on very thin information There have been competing interests both inside and outside of Myanmar for decades and much of the ‗publicly‘ available information is tainted by those with a specific agenda Stories of people convicted of crimes by the courts to satisfy business disputes prevail The official information that is available is at best unreliable, and most likely incorrect Not all successful businesses in Myanmar are tainted by bribery and corruption Each and every case has to be taken on its own merit, there are no hard and fast rules Your regulator will not accept an excuse that you didn‘t think it necessary to do any due diligence and just using a search engine will not find what you need to satisfy yourself and others ―A failure to seek is a failure to find‖ What is possible and what is not • Corporate filings • • • • • These are held at the Company Registration Office (CRO) in Naypyidaw Advised that officially they are available for public companies but not for private companies There is great debate among Myanmar professionals as to whether these are public records or not There is doubt that if it is possible to obtain the data from CRO that it is accurate or up to date Local discussions suggest that the officials are not incented to provide the information • Directorships • Searches can be conducted at the CRO (requires name in Burmese script) • Bankruptcy & Winding Up • These can be checked at the Court in Yangon (searchable by name of company and individual (may also require individual's ID number) in Burmese script) • Civil litigation • Generally considered to not be available. The High Court is now located in Naypyidaw. • Land titles • These are publicly available, but a plot number is required to search the database at the Land Registry Office (Yangon) • Media and Internet research in Burmese and English • Source enquiries – this usually means asking questions of lawyers, journalists and others who have been ‗in-country‘ for many years 21 This is what you are faced with! 22 What has changed very recently Myanmar ratifies New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958 On 16 April 2013, Myanmar deposited an instrument of accession with the Secretary-General of the United Nations, in which it consents to be bound by the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958 (the ―NY Convention‖). The NY Convention will enter into force in Myanmar on the 90th day after deposit of its instrument of accession. As such, the NY Convention should enter into force in Myanmar on 15 July 2013. U.S. Moves to Boost Myanmar Trade Ties After EU Lifts Sanctions By Bloomberg News - 2013-04-24T17:34:43Z The U.S. is moving to boost trade ties with Myanmar days after the European Union lifted sanctions as companies seek access to the former military regime sandwiched between China and India. Leading local banks prepare for joint ventures By Aye Thidar Kyaw | Tuesday, 23 April 2013 Domestic banks are preparing for joint ventures with foreign lenders, several banks reported last week, even though they will not be allowed until the Central Bank of Myanmar is made independent. Aussino Plunges after Singapore Bourse Rejects Deal with Burma-Linked Firm By REUTERS| Monday, April 29, 2013 | SINGAPORE — Shares of Aussino Group plunged by more than half after the Singapore Exchange rejected its application for a S$70 million (US $57 million) reverse takeover deal with a company linked to a Burma tycoon who is on the US sanction list. 23 There is a lot of work to be done 24 Deloitte in Myanmar 25 © 2013 Deloitte. Deloitte in Myanmar Events 2012 November 2012: Deloitte announces its plan to open an office in Myanmar January 2013 :Deloitte officially announces establishment of an Independent Correspondent Firm (ICF) through leading local Myanmar professional services firm, Myanmar Vigour • Through referrals to the ICF, Deloitte clients will be able to receive a full range of professional services in Myanmar, including tax, consulting and financial advisory, through Myanmar Vigour Co. Ltd., and accounting services through the independent Myanmar Vigour Group March 2013: Myanmar Vigour holds event to celebrate its establishment as Deloitte Independent Correspondent Firm attended by Deloitte APAC CEO Chaly Mah March 2013: Deloitte Myanmar consulting team formed in conjunction with Deloitte SEA and Deloitte Japan 2013 © 2013 Deloitte. 26 Source: Deloitte in Myanmar Deloitte have collaborated with Myanmar Vigour to provide full range of professional services in Myanmar. Myanmar Vigour is now an Independent Correspondent Firm (ICF) of Deloitte. Deloitte Tax One of the big four professional services firm in the world Financial Advisory Services Consulting Audit Myanmar Vigour One of the leading professional services firm in Myanmar Myanmar Vigour and Deloitte harmonize each capability to deliver value to clients 27 © 2013 Deloitte. Deloitte Myanmar Team Director Christopher Chit Tun Aung Myo Lwin Senior Consultant Specialty: - Business Development - Strategy & Operations Goal: Develop the strongest Deloitte Brand in Myanmar 28 Specialty: - Business Development - Technology Advisory - Project/Program Management Goal: To build a strong Deloitte Myanmar team and to become #1 professional services firm in Myanmar Si Thu Tun Consultant Specialty: - Finance (corporate, capital budgeting) - Strategy & Operations Goal: Establish Deloitte as a trusted partner of Myanmar Japan Desk Specialty: - Finance (Corporate / Infrastructure Finance) - Strategy & Operations Goal: Build strong client relationships with Deloitte Myanmar Yoshihiro Kimura Peter Phyo Paing Soe Business Analyst Specialty: - Strategy & Operations - Finance Goal: Commit 100% to business developments in Myanmar Khine Su Mon Business Analyst Specialty: - Strategy & Operations - Technology Goal: Commit 100% to business developments in Myanmar © 2013 Deloitte. Profiles Consulting Director – Christopher Chit Tun Consulting Director Mobile: (+95) 09 448015194 E-mail: ctun@deloitte.com Chris Tun leads the consulting practice in Myanmar. Prior to returning to Myanmar, he worked in Deloitte‘s Technology - Systems Integration practice in the U.S., focusing on technology strategy and architecture, custom development, enterprise integration, and business transformation. Chris has 18 years of professional experience including seven years with Big 4 consulting firms. Previously, Chris was an entrepreneur in Myanmar and has co-founded several successful local companies. Specialty: • Strategy formulation and business development for emerging markets • Myanmar business setup and operations management • Technology advisory • Business transformation • Project and Program Management Project engaged in: • Strategy and Operations − Myanmar market entry strategy assessment for a leading mobile operator (Telecommunication) − B2B partnership strategy and development (Telecommunication) − Corporate social responsibility strategy development for Myanmar (Healthcare) − Myanmar government business relationship development for US and Japan companies Educational Background: • MBA in Information Systems (University of Southern Queensland) • MS in Project Management (Boston University) 29 © 2013 Deloitte. Profiles Japan Desk – Yoshihiro Kimura Japan Desk Mobile: (+95) 094-2220-9342 E-mail: yokimura@deloitte.com Yoshihiro Kimura started his career with venture capital and engaged in financial consulting. Then, he engaged in business development in India. After joining Deloitte, he developed consulting services for Myanmar and focused in advisory and research project related to Myanmar Infrastructure Development. Now he is stationed in Yangon, Myanmar. Specialty: • Entry Strategy for emerging market • Business Planning / Financial Modeling • Infrastructure Development Advisory / Project Finance • Quality Management for Manufacturing Project engaged in: • Market Strategy − Pre Market Research for Myanmar Market (Manufacturing) − Market Research for Myanmar Market (Consumer Business) − Research about Potential Partners for a Client (Manufacturing) • Infrastructure Development − Scheme Development for Infrastructure Development (Government) − Financial Modeling for Infrastructure Development (Government) − Economic Impact Study of Infrastructure and Industry Development (Government) Educational Background: • University of Tokyo, Graduate School of Engineering, Quality Management System 30 © 2013 Deloitte. Contact: Peter Coleman Executive Director, Forensic Southeast Asia Tel: +65 62163220 (SG) HP: +65 91054657 (SG) HP: +62 82111276543 (ID) Email: petcoleman@deloitte.com Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/sg/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms. Deloitte provides audit, tax, consulting, and financial advisory services to public and private clients spanning multiple industries. With a globally connected network of member firms in more than 150 countries, Deloitte brings world-class capabilities and high-quality service to clients, delivering the insights they need to address their most complex business challenges. Deloitte‘s more than 195,000 professionals are committed to becoming the standard of excellence. About Deloitte Southeast Asia Deloitte Southeast Asia Ltd — a member firm of Deloitte Touche Tohmatsu Limited comprising Deloitte practices operating in Brunei, Guam, Indonesia, Malaysia, Philippines, Singapore, Thailand and Vietnam—was established to deliver measurable value to the particular demands of increasingly intra-regional and fast growing companies and enterprises. Comprising over 250 partners and 5,500 professionals in 22 office locations, the subsidiaries and affiliates of Deloitte Southeast Asia Ltd combine their technical expertise and deep industry knowledge to deliver consistent high quality services to companies in the region. All services are provided through the individual country practices, their subsidiaries and affiliates which are separate and independent legal entities. 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