Business Law and Corporate Governance
What this domain tests
Business Law and Corporate Governance tests the Myanmar Companies Law 2017, contract and agency principles, company meetings, directors’ duties, shareholder rights, insolvency and governance codes. The focus is on how legal rules shape corporate decision-making.
Core rules
- A company is a separate legal person; shareholders generally have limited liability, but personal guarantees and fraud can pierce the veil.
- Directors owe duties of care, loyalty and good faith; they must act in the company’s best interests and disclose conflicts of interest.
- The Companies Law 2017 governs incorporation, share capital, registers, meetings, dividends, accounts and winding up.
- Contracts require offer, acceptance, consideration, intention and capacity; agency requires authority, whether actual, implied or apparent.
- Related-party transactions and director remuneration require disclosure and, where material, approval.
Worked example
A director owns a supplier that will sell goods to the company. The director must disclose the nature and extent of the interest to the board, and the board should minute the disclosure and assess whether the transaction is on arm’s-length terms. If the interest is material, shareholder approval may be required and the director should not vote on the resolution where the law or articles so provide. Without disclosure, the transaction is vulnerable to challenge and the director may breach fiduciary duty.
Traps
- Assuming limited liability protects directors from personal liability for fraud or personal guarantees.
- Confusing a company with a partnership; a company has perpetual succession.
- Ignoring board minutes and disclosure records.
- Treating a related-party transaction as valid merely because the price is fair.