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Q1. WHAT ARE THE TYPES OF BUSINESS VEHICLES?
- A company incorporated in Macau;
- A branch office of a foreign company;
- The establishment of a representative office in Macau; or
- Sole proprietorships.
Q2. WHAT TYPES OF COMPANIES CAN BE INCORPORATED?
Under the Commercial Code, the following types of commercial entities may be established in Macau to carry on business:
- Individual entrepreneur;
- Unlimited liability company;
- Mixed liability company by quotas;
- Mixed liability company by shares;
- Limited liability company by an individual quota;
- Limited liability company by quotas;
- Limited liability company by shares.
Q3. WHAT ARE THE PROCEDURES FOR THE INCORPORATION OF A COMPANY?
A company is incorporated in Macau following the below mentioned procedures:
- Request in Business Registry a firm name availability certificate.
- Draft, signature a notarization of the company’s articles of Association (within 60 days after the firm certificate is issued).
- Declaration of initiation of activity (M1 Form) must be delivered in the Macau Finance Services Bureau;
- Business Registration of the company – within 15 days after the notarization of the articles of association, the following documents must be delivered in Business Registry:
- Application for registration:
- Notary certificate of the Articles of Association;
- List of names and addresses of shareholders and of members of the boards;
- Acceptance of appointment by the members of the boards;
- Copy of the M1 Form delivered.
The Business Registry will then issue a certificate of incorporation, certifying the name, date of incorporation of the company, object of activity, shareholders, company capital, division of company capital, and representation of the company. The company legal existence and personality will commence from the date of registration of their incorporation.
Q4. WHAT ARE THE RULES TO FOLLOW WHEN DECIDING THE FIRM NAME?
A company name will not be permitted if it is identical to that of an existing company, and there are certain restrictions on the use of particular words. A company may be incorporated with either a Portuguese or Chinese name, or both. It can also be incorporated with an English name, but then both Portuguese and Chinese Names must also be incorporated.
Q5. WHO CAN BE A SHAREHOLDER?
The name, address and shareholding of the company shareholders are filed on public record at the Business Registry. Shareholders can be individuals or corporations of any nationality, domicile or residence.
Q6. WHO CAN BE A DIRECTOR?
A company must have the number of legally prescribed directors, and they can be individuals or corporations of any nationality, domicile and residence. The Business Registry will keep a public record of their names, addresses and business titles.
Q7. IN WHICH SITUATIONS MUST THE COMPANY NOMINATE A COMPANY SECRETARY?
A company secretary must be nominated for Limited Liability Company by shares, companies with more than 10 shareholders or quota holders, if they issue bonds or if their capital is above MOP1,000,000.00. All other companies can also nominate a company secretary if desired.
Q8. IS IT NECESSARY FOR THE SHAREHOLDERS TO BE IN MACAO TO SIGN THE DOCUMENTS IN PERSON WHEN THE COMPANY IS ESTABLISHED?
The shareholders may choose to complete the company registration process in person in Macao or authorize a representative to set up the company. If a shareholder is unable to come to Macau for signature, he may select to sign the documents at his residence, and then mail the documents, together with his original passport (or the certified true copy), to Macau for certifying the handwriting.
Q9. IS IT NECESSARY FOR A CERTAIN PROPORTION OF SHARES OF A MACAO REGISTERED COMPANY TO BE HELD BY MACAO RESIDENTS?
The legislation does not specify that a Macao resident should hold a certain proportion of shares of a Macao registered company.
Q10. CAN FOREIGN COMPANIES (INCLUDING THOSE FROM THE MAINLAND) BECOME SHAREHOLDERS OF A MACAO REGISTERED COMPANY? IS IT POSSIBLE THAT THE COMPANY BE WHOLLY OWNED BY A FOREIGN COMPANY?
Anyone from overseas may set up company in Macao as one of the shareholders. In accordance with the Commercial Code in Macao, a private company should have at least 2 shareholders, therefore, anyone from overseas or various regions may also establish a company in partnership. In the case of sole proprietorship, business may be operated by setting up a branch office in Macao.
Q11. WHAT IS THE MINIMUM AMOUNT OF CAPITAL NEEDED FOR A PRIVATE COMPANY TO BE ABLE TO SET UP IN MACAO? IS THERE ANY NECESSARY ASSESSMENT PROCEDURE THAT MUST BE UNDERTAKEN?
The minimum amount of registered capital required for setting up a private company is MOP25,000 with no ceiling. The company does not need to submit any documents for capital assessment.
Q12. CAN I USE A MACAO POST OFFICE BOX OR MY RESIDENTIAL ADDRESS AS THE REGISTERED ADDRESS FOR THE COMPANY? CAN I CHANGE THE COMPANY NAME AND REGISTERED ADDRESS AFTER THE REGISTRATION?
Macao Post Office Box will not be accepted as a registered address. Commercial office, shops or residential address are acceptable as a company registered address. After registration, the shareholder(s) may change the company name or registered address as necessary. Our firm can provide registered office for overseas investors.
Q13. WHAT DOCUMENTS SHOULD BE SUBMITTED FOR COMPANY REGISTRATION? HOW LONG DOES THE REGISTRATION PROCESS TAKE?
Identification document of the shareholders should be submitted, including identification documents of the spouse of married shareholders. A Macao residential address should also be provided for registration purposes. Applicants should fill in the forms provided by us to facilitate the registration process.
After shareholders and directors have signed all of the required documents, company registration should be applied for in the Businesses and Vehicles Registry. The registration process usually takes six working days.