Contracts form the backbone of all commercial transactions, and can be a useful instrument to safeguard your commercial and legal interests.
Contracts governed by Myanmar law may, depending on the circumstances, be required to be registered with relevant authorities, notarised or translated to Burmese to be valid and enforceable.
Stamp duties are also payable for certain transactional documents, e.g. sale and purchase agreement for immovable property, lease agreement for land, failing which the contract may not be enforceable.
Registration
Under the laws of Myanmar, there are specific categories of contracts that must be registered with relevant authorities to be valid and enforceable.
Under the Deed Registration Law, registration is compulsory for the following contracts, instruments and/or deeds:
- Instrument of gift of immovable property;
- Non-testamentary instruments for disposal of immovable property of value not less than Kyats one lakh, for consolidation of the declaration, assignment, limitation or extinguishing of any title or interest in immovable property of value not less than Kyats one lakh; or decrees orders or awards issued by a court in respect of rights related to such instruments;
- Mortgage deeds and deeds cancelling mortgages, certified as true by at least two witnesses in addition to the mortgagor, in mortgages of value not less than Kyats one lakh, other than with depositing of title deeds;
- Leases of immoveable property from year to year, or for any term exceeding one (1) year, or reserving a yearly rent;
- Instruments which operate for collateral security, providing or otherwise assigning by companies/associations to a trustee, all or any part of rights over immovable property or interest thereupon;
- Certificates of adoption; and
- Instruments prescribed from time to time by the Union Government.
In addition, employment contracts must be submitted to the relevant Township Labour Office for registration, failing which, they may be declared void.
Notarisation
According to section 18 (a) and (b) of the Deed Registration Law, if the contract is to be registered with any government office in accordance with the Deed Registration Law, it should be notarised.
Where parties to the contract elects to submit disputes to Myanmar courts, the contract must be translated to Burmese and notarised in accordance with section 450 of the Constitution of the Republic of Myanmar 2008, failing which the contract may not be enforceable in the Myanmar courts. Employment contracts need not be notarised, but must be translated to Burmese and registered with the labour office of the relevant townships.
Language
Save for the above, there is generally no requirements for contracts to be written in Myanmar language, or to be translated into it, to be enforceable between the parties. Where a Myanmar language version of an agreement is not readily available, the courts can request a translation to be provided in the event a dispute is referred to a Myanmar court.
It is common for dual-language agreements to be executed to ensure that both parties understand the contents of the agreement when one of the parties involved is a Myanmar entity or individual. As a general rule of thumb, the contract must be made in the language understood by the parties of the contract.
Witnesses
There is no general rule requiring all contracts to be witnessed, although it is good practice to do so. There are however, specific regulations requiring specific contracts to be witnessed, such section 16 of the Deed Registration Law which requires 2 witnesses to every mortgage deed.
To effectively safeguard your interests, you must ensure that your contracts are valid and enforceable. The Dentons Myanmar team is able to advise on all contractual matters, including how to ensure that your contracts are valid and enforceable.
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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
