Business Law and Corporate Governance
What the exam tests
Business Law and Corporate Governance tests the Myanmar Companies Law 2017, incorporation, share capital, directors' duties, meetings, dividends, financial reporting and governance. Expect questions on DICA filings, board authority and related-party transactions.
Core rules
- A company is a separate legal person; shareholders generally are not liable for company debts beyond unpaid shares.
- Directors owe duties of care, good faith, and avoidance of conflicts; interested directors must disclose and abstain.
- The constitution and shareholders' resolutions define authority; certain matters require special resolutions.
- Companies must maintain registers, file returns with DICA and prepare financial statements.
- Good governance requires board oversight, audit committee independence and transparent related-party disclosure.
Worked example
A five-member board considers a contract in which director A has a material interest. A discloses the interest, withdraws from discussion and does not vote. The remaining four directors may approve the contract if the quorum is met without A. If the quorum is three and only two disinterested directors attend, the meeting cannot validly approve the contract.
Traps that cost marks
Treating shareholders as personally liable for company debts; ignoring DICA filing deadlines; assuming a director may vote on a conflicted contract after disclosure; declaring dividends from capital; and confusing board and shareholder authority.