Incorporation of a company in the Macau SAR
In this article, we will go through the most frequently asked questions related to Macau company registration procedures. Our law firm routinely provides Macau company setup and incorporation services to clients from all backgrounds.
Q. What are the most common types of commercial companies in Macau?
The most common types are (i) the company with limited liability and the registered capital allocated in quotas that represent a percentage of the total (in Portuguese “Sociedade por quotas”, in Chinese “有限公司“), and (ii) the company with limited liability and the registered capital divided into shares (in Portuguese “sociedade anónima”, in Chinese “股份有限公司”).
The first type is somehow similar in its structure and features to the LLC (limited liability company), or private limited company in other jurisdictions.
The second is more related to the structure of a corporation, namely having the possibility of going public (in the event a stock exchange is created in Macau), with the capital represented by share certificates.
We will refer to a company by quotas for the first type, and a company by shares for the second type.
Q. What are the main characteristics of each type of company?
(i) company by quotas
• number of quota holders – one or more (maximum: 30);
• registered capital – minimum of MOP25,000.00, being each quota a multiple of 100 with a minimum quota of MOP1,000.00, and ownership is evidenced by the records of the Commercial Registry;
• company accounts – in principle do not require auditing, but the company may choose to have its accounts audited for taxation purposes, or such requirement may be imposed if the average net profit of the Company in a given period of 3 years is over MOP 1 million or its share capital is not less than MOP 1 million;
• residence of shareholders or directors – does not have to be in Macau;
• name – must be pre-approved; it can be in either Portuguese and Chinese or have a name in English in which case it must have also both Portuguese and Chinese names) and cannot be similar to the names of an existing company;
• object – must be expressed in the articles of association;
• registered address – must have a registered address in Macau.
(ii) company by shares
• number of shareholders – a minimum of three (no maximum);
• registered capital – minimum of MOP1 million, being represented by share certificates each one with an identical nominal value, not under MOP100.00 (ownership evidenced by the share certificates which must be recorded in a book kept by the company);
• company accounts – must be subject to auditing for tax purposes;
• residence of shareholders or directors – same as in the company by quotas;
• name – same as in the company by quotas;
• object – same as in the company by quotas;
• registered address – same as in the company by quotas.
Q. What are the procedures for incorporation?
In both cases, there must be an incorporation act signed by the quota holders/shareholders, as well as the articles of association (rules governing the activity of the company).
For incorporation, there must be a declaration of acceptance of office signed by each director.
Q. Do the quota holders/shareholders need to come to Macau for the incorporation procedures?
No, they can be represented in the signing of the documents by an attorney with powers given to such effect (through the execution of a power of attorney).
However, in case it is sought to open bank accounts for the company, the presence of the quota holders/shareholders and directors is usually required by the local banks.
Q. How long does it take to complete the incorporation procedures?
It takes normally 2 to 3 weeks after all documents and information are received to have the company registered.
In urgent cases, this can take no longer than 5 working days.
Q. What is the maximum rate for tax on corporate profits?
It is 12% over the net profit either declared in the tax return or certified by a Macau auditor; yearly net profit amounts of up to MOP600,000.00 have been exempted in recent years.
Q. Are dividends taxed in Macau?
No, if the company pays tax on the profit before the distribution of dividends. Otherwise, dividends are subject to tax.
If you have additional questions, you can find out more about our services on our Corporate/M&A practices page, or contact directly one of our dedicated lawyers, Manuela Antonio, Hugo Couto, Daniel Melo, and Tiago Assuncao.
We shall be pleased to assist you through all the steps and help you achieve your goals.