The Commercial Code of Macau allows the establishing of companies of various organizational and legal forms in the country. Companies that may be of interest to a potential foreign investor can be characterised as follows:

• Unlimited company (S.N.C.) may be established by at least two shareholders bearing unlimited liability for the company's debts and obligations. No capital is required to be paid up for establishing a company.
• General Combination Company (S.C) has at least one unlimited shareholder and the remaining shareholders may bear limited liability for the company's debts and obligations. No capital is required to be paid up for establishing a company.
• Share combination company (S.C.A.) has at least one unlimited shareholder and at least 3 remaining shareholders who bear limited liability for the company's debts and obligations. minimum capital is US$ 125’000.
• Limited company (L.D.A.) – may have a minimum of two and a maximum of 30 limited members. Minimum capital is US$ 3’125.
• One member limited company (Lda.) - has one limited shareholder. Minimum capital is US$ 3’125.
• Limited company by share (S.A.) may have at least three shareholders. minimum capital is US$ 125’000.

Companies

The establishing of a company in Macau begins with issue by the Commercial Registration Department of a certificate that the future company’s name is reserved by the applicant for 60 days.

Charter, memorandum of association and other documents required for incorporation are signed in the presence of a notary or lawyer in Macau, and if the company is registered not through a local agent, all its shareholders and directors must personally appear before the notary in Macau. Macau official languages are Chinese and Portuguese. English is used only for registration but translation into Chinese will be required for notarial certification.

Macau law stipulates that corporate shareholders may exist provided that meetings of the board of directors are held in Macau. Shareholders are not required to be residents of Macau. Since Macau is not a common law jurisdiction, the law does not recognize trust or nominal ownership of shares.

Section 234 of the Commercial Code provides that a company may have a corporate director, however, if the director is a legal entity, it must appoint an individual as its representative. Local lawyers do not recommend that a legal entity be appointed as director because more documents need to be certified by notary in case of any staff reshuffle within the company.

Company's capital can be paid up in cash or in non-cash form. If the capital is paid up in non-cash form, the constituent documents must be supported with the funds source report certified by a qualified auditor. The first MOP 25’000 (US$1 is approximately MOP 8) of capital is deposited immediately after incorporation. Payment of the remaining amount exceeding MOP 25’000 may be deferred but this amount may not exceed 50% of the company's capital. The payment may be deferred for no more than three years. If any shareholder fails to meet the capital payment obligations, the other shareholders have to assume those obligations pro rata to the number of their shares in the company.

The company may have no less than one director. Directors are elected by shareholders and hold their position for an indefinite period unless otherwise provided in the charter and memorandum of association. Directors are not required to be residents of Macau or the company’s shareholders. Directors may be dismissed by a shareholders’ resolution.

If the number of shareholders exceeds 10, the company must appoint a secretary and a controller who has to be appointed as well if the company issues debentures or its total assets exceed the amount provided for by Macau Government’s directive. The secretary and the controller are not required to be Macau residents but, pursuant to section 237 of the Commercial Code, the secretary must be a member of the board of directors, a staff member or a lawyer, and one of the controllers must be an authorized auditor in Macau. The controller must be an individual.

All companies must hold an annual shareholders’ meeting within 3 months after the end of a financial year. Meetings shall be held at the company’s registered office or elsewhere in Macau.

The currency of the company’s financial statements must be the currency of Macau. If the company keeps records in another currency, all amounts must be recorded both in that currency and in MOP.

Offshore companies

Pursuant to the Government directive of 8 June 2005, offshore companies in Macau may be established only for carrying out the following operations:

• advising on programmes, software and software equipment;
• processing and transfer of data, information bases, etc.;
• database storage and maintenance;
• provision of office services;
• market research activities;
• performing tests and technical analyses;
• management and administration of aircraft and ships.

Offshore company may not conduct business with Macau residents and settle accounts with counterparties in local currency.

Basically, there are 2 types of offshore companies in Macau:

• international business company that may provide services to any third party;
• offshore company providing support services to its parent company.

For registration of an offshore company and obtaining the appropriate license, it is necessary to provide a business plan, which, among other things, should include the scope of activities, the size of investments, the conditions for hiring local staff, the size of office premises, etc.

After obtaining the license, an offshore company must prove that it has hired staff from among Macau residents and has a separate office, and also that it is engaged in actual operations as evidenced by its turnover or property. This is a very important point - an offshore company must be present in Macau physically, not just on paper.
An offshore company is exempt from various taxes in Macau, including industrial tax, inheritance tax, real estate tax, donation duty and stamp duty. In addition, an offshore company may employ administrators and specialists who are not residents of Macau and who will be exempt from income tax for 3 years.

An offshore company must have its financial statements audited each year by an auditor registered in Macau.

All taxpayers in Macau are divided into 2 groups:

• companies with the capital exceeding MOP 1’000’000 or with an average annual income over the past 3 years exceeding MOP 500’000 (as well as certain types of corporations, such as financial institutions). Entities of this group are required to submit audited financial statements and tax returns each year;
• companies that do not fit in the above categories. Such companies are taxed on the basis of a rough estimate of their income making about several thousand MOPs per year. This does not require auditing the accounts and the auditor's certificate.

For taxpayers with an income exceeding MOP 300’000 the tax rate is 15%. If the income is less, they pay a sliding-scale tax rate from 2% to 15%.

There is neither withholding tax on dividends received by shareholders of companies in Macau, nor capital gains tax.

Macau is not a tax heaven, and a concept of offshore trust, foundation etc. registration does not exist in Macau as such. A company formation in Macau could be arranged with a professional registered agent providing incorporation, virtual office and other corporate services in Macau. To set up a company in Macau is possible by correspondence, but to open a bank account in Macau will, most probably, require a personal visit.

Macau Double Taxation Agreements

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