Special Administrative Region of Macau — is an autonomous region of People’s Republic of China, established on 20 December, 1999 as a result of liquidation of a Portuguese colony Macau. Besides Macau, the other special administrative region in China is Hong Kong.
Total area of Macau is 27.2 sq. km (2009). The territory consists of the Macau Peninsula itself and the islands of Taipa and Coloane.
Population of Macau is 556 783 people (2012). Most of population is Macanese or migrants from the neighboring province Guangdong, but there are some immigrants from the Philippines and other countries of Southeastern Asia as well as immigrants from more remote regions of China.
Official languages of Macau are Chinese and Portuguese. However, Portuguese is little known to the most of population and used rarely (e.g. in legislation).
Official currency is Macanese Pataka (МОР$). One US dollar is equal to 8 МОР$.
Climate of Macau is situated on the border of subtropical and subequatorial zones with average temperature in January above 14 °C, and average temperature in July about 28 °C. There are more than 2100 mm of precipitation annually.
Time difference with Moscow is +4 hours.
Literacy rate - 93.5%.
Calling code Macau– +853.
Macau was under jurisdiction of Chinese province Guangdong before the Common Era. In the 16th century Macau became one of the first European settlements in Southeastern Asia, colonized by the Portuguese. Portuguese used Macau as a port for carrying out trading activities with Guangzhou and other regions of China, as well as Japan. Portuguese expanded their territories gradually. In the 17th century they drained maritime domain, as a result, former island of Macau, which was connected to the continent only by a narrow neck of land, developed into a peninsula. After Portuguese sea rule was wrecked in the middle of 17th century, the city lost its trade hegemony. Later, Macau’s significance got reduced due to occupation of Hong Kong by Great Britain and opening of Chinese ports for external trade since 1842. In 1897 Macau became a separate colony of Portugal. During the Second World War Macau was occupied by the Japanese, but after its end Macau was taken over by Portugal again. Pursuant to a Sino-Portuguese Joint Declaration signed on 13 April 1987, Macau became the Macau Special Administrative Region (SAR) of the People's Republic of China on 20 December 1999. Being a part of China, Macau enjoys a high degree autonomy, has its own laws, legislation, monetary, customs and emigration systems and a membership in international organizations. Chinese central government conducts only foreign and defense matters. Macao will keep this status for the next 50 years.
After returning to China Macau got a status of special administrative region, which is based on the principle of “one country, two systems”, i.e. the exercise of two separate economic and judicial systems in the frames of one country.
Executive power in Macau belongs to the Executive Council (government) headed by the chief executive. The chief executive is elected for 5 year term by an election committee of 300 members. Upon election the chief executive is appointed by the central government of PRC.
The legislative organ of the territory is the Legislative Assembly, a 29-member body (seven members are appointed by the chief executive, the rest are elected). The Assembly is elected for 4 year term. It is in charge of adopting laws, taxes, budget and resolutions on social and economic issues.
The judicial system is represented by the Court of the First Instance, the Court of the Second Instance and the Court of Final Appeal. The Court of the First Instance is High Court. Judges are appointed by the chief executive. Foreign judges may serve on the courts.
Macau is an open port and a large financial center known for its casinos and based largely on tourism. According to the World Bank estimates, Macau’s GDP per capita ranks second in the world. Since 2010 gambling industry contributes more than 70% of Macau’s income.
Along with Hong Kong China is the main trade partner of Macau. Japan also plays a significant role in Macau’s external trade.
Among natural resources there is only fish in Macau. Agriculture is kept to a minimum; the main crop species such as rice and vegetables, as well as cattle breeding are undeveloped. The main supplier of food is China.
Macau is a founding member of the WTO (since 1995).
Macau law is broadly based on Portuguese law, and therefore part of the civil law tradition of continental European legal systems.
The apex of the legal system is the Basic Law of the Macau SAR, approved by People’s Congress in 1993. Within Macau, the Basic Law has constitutional rank. The Basic Law of Macau is modelled upon the Basic Law of Hong Kong, and influenced by the Portuguese Constitution in some points as, for example, in some norms concerning fundamental rights.
Macau has the five 'classic' codifications: the Civil Code, the Commercial Code, the Civil Procedure Code, the Penal Code, the Criminal Procedure Code. In addition, there are a number of other smaller codifications (e.g., in the field of administrative law).
Types of entity
Under the Commercial Code, the following types of commercial entities may be established in Macau to carry on business:
- individual entrepreneur (“empresário individual”- E.I);
- unlimited liability company (“sociedade em nome colectivo” - S.N.C.);
- mixed liability company by quotas (“sociedade em comandita” - S.C.);
- mixed liability company by shares (“sociedade em comandita por acções” - S.C.A.);
- limited liability company by an individual quota (“sociedade por quota unipessoal” - sociedade unipessoal Lda.);
- limited liability company by quotas (“sociedade por quotas” - Lda.);
- limited liability company by shares (“sociedade anónima” - S.A.);
- foreign branch;
- representative office.
The most common form of business vehicles for foreign companies wishing to carry on business is limited liability company by quotas.
There are the following requirements for the company name:
- should not be identical with already registered company names;
- should not be a common expressions without and adequate translation in the official languages;
- should not correspond, wholly or partly, to names of shareholders;
- should not be a trademark of legitimate use;
- should not result from the merging of words or parts of words which belong to official languages, directly related with the activities exercised, taken from the other elements of the names of the shareholders;
- should not aim at facilitating larger penetration of market to which the activities exercised are directed;
- can be registered in 1) Chinese; 2) Portuguese; 3) or both (in this case an English name may also be added);
- should have an identification of commercial entity (Limitada or Lda. In Portuguese, its equivalent in Chinese or in English if both Chinese and Portuguese are used).
To register a limited liability company by quotas in Macau, you need to go through the following procedure:
1. Apply for a company name and scope of business at the Commercial Registry Office and get Certificate of Admissibility of Trade Name (10 days).
2. Prepare Articles of Association with local lawyer and notarize it with registered notary (Chinese version is required) within 60 days after receipt of Certificate of Admissibility of Trade Name;
3. Company registration at the Commercial Registry Office within 15 days after getting notarized Articles of Association:
- Notary Certificate of 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 Certificate of Admissibility of Trade Name;
4. Apply for Declaration of Initiation of Activity at the Financial Service office:
- Form for Industrial Tax;
- Copy of identification documents of applicant, shareholders and directors;
- Acceptance of Appointment by the members of the boards;
- Copy of the Certificate of Registration from the Commercial Registry Office;
- Copy of the Articles of Association.
After completion of company registry, employers should fill in the M/2 form and submit it to the “Finance Services Bureau- Professional Tax Division” within 15 days of any employment. The Employer is also responsible for the enrolment of himself and for his employees to the "Social Security Fund". Besides, the company should file Fixed Asset Listing, Balance Sheet and Meeting Minutes Book after commencing operation. 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.
Local registered office
Macau companies must maintain a registered office in Macau. It should be a real address, not a PO Box. The administration of the company can freely move the registered office within the Territory.
Although the commercial code does not require a company seal, mandatory forms for social security, finance services and other public departments require that a company chop is placed next to the legal representative’s signature making it mandatory. The seal should have a company name engraved on it.
The redomiciliation of companies either to or from Macau is not permitted.
A Macau company is required to have a minimum of one director. Directors are elected by shareholders for an undetermined term if otherwise is required by the Articles of Association. Directors can be non-residents and non-shareholders. Director can be a corporate, but in this case he should appoint an individual as his representative. However, in practice it is not recommended to appoint a corporate as a director, as it requires to do a lot of documents in case of any stuff change in the structure of a company. Directors can be removed by shareholders’ decision.
Information on directors is disclosed to a local agent, and the Business Registry keeps a public record of their names, addresses and business titles. The articles of association can create a board of administration made of at least three members; except if there is a provision of the articles of association to the contrary. Board meeting can be held anywhere in Macau, as long as the place of meeting is specified in the meeting notice.
In Macau 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 the limit defined by Executive Order of the Chief Executive. All other companies can also nominate a company secretary if desired.
A director or an employee of the company can be nominated as a company secretary. The Business Registry will keep a public record of the name and address of the company secretary.
Macanese companies may have at least two or maximum 30 shareholders. Shareholders can be individuals and corporates, residents and non-residents. The name, address and shareholding of the company shareholders are disclosed to the local agent and filed on public record at the Business Registry.
General Meetings are to be held annually within three months immediately following the end of each accounting period anywhere within Macau SAR as long as place of meeting is specified in the meeting notice.
Information on beneficiary is not disclosed.
Quotas and capital
Capital in Macao limited company is represented by quotas which are not evidenced by share certificates, but represent a percentage or fixed amount. Minimum paid-up share capital to incorporate a company is 25 000 MOP. It should be paid fully upon registration. The amount exceeding minimum can be paid within 3 years, but this amount should not exceed 50% of company capital. If one of the shareholders does not fulfil obligations on capital payment, the rest shareholders are obliged to pay the rest part in proportion to their quotas in the company.
Shares with no par value and bearer shares are not permitted.
Personal income tax in Macau or the so called professional tax is levied on salaries, service payments and other rewards at progressive rate ranging from 0% to 12%:
|Income ||Tax Rate |
|Less than 144 000 ||0% |
|144 000 – 424 000 ||7%-11% |
|Above 424 000 ||12% |
Taxpayers are residents and non-residents. But non-residents are not entitled to the MOP 144 00 exemption. Therefore, non-residents are subject to a minimum tax rate of 5%.
According to the Macau Professional Tax Law, there is a standard 25% deduction on the taxable income in Macau. There is also a 30% reduction in the Macau professional tax liabilities for income derived in tax year 2013. Together, the effective tax rate for Macau professional tax is below 6.3%.
Tax tear coincides with a calendar year. Professional tax is paid by individuals themselves (independent jobs) or by employers quarterly or monthly. For non-residents tax can only be paid by employer monthly.
The Macau taxation system is territorial in nature, with tax levied on income (Complimentary Tax) arising in or derived from Macau. Tax rate is progressive ranging from 0% to 12%.
|Income, МОР ||Tax Rate |
|Less than 200 000 ||0% |
|200 000 – 300 000 ||9%% |
|Above 300 000 ||12% |
Taxable income includes all kinds of gross income received on the account of a company: realization income, reward, commission for services, dividends, interest and royalty. According to Macau Finance Bureau’s practice, all incomes received from sources in Macau and from foreign countries are taxable if they are not directly exempt by Macanese law. For instance, income received by offshore institution is exempt from taxation.
Capital gains tax
There is no separate tax for capital gain s in Macau.
Dividends are subject to a standard complimentary tax and exempt from taxation if they are paid out from after-tax profit. Dividends obtained from a foreign company are taxable in the period when they were obtained.
There is no Value Added Tax in Macau.
There is no withholding Tax in Macau. However, residents are required to disclose the details of foreign recipients of income, including the name and taxpayer number in its tax return.
Other taxes and duties
|Property Tax ||payable by the owner of all residential, commercial, and industrial property at rate of 6% (if the tax value is the property rental value assessed by the MFB), or 10% if the tax value is the actual income. An additional 5% stamp duty is levied on the tax payment. |
|Industrial Tax ||levied on all individuals and companies engaged in commercial and industrial activities. Since 2005 till now the tax continues to be exempt. |
|Motor Vehicle Tax ||levied on the actual sale price of new vehicles covering automobiles, motorcycles and scooters and on imported vehicles for the private use of the importer or marketing agents, varying between 30% and 55% (motorcycles and scooters, 10% and 30%). |
|Tourism Tax ||imposed at the rate of 5% on the bill of the services rendered in Macao by establishments such as hotels, guest houses, restaurants, dancing halls, night clubs, massage and sauna parlors. Restaurants are exempt from the tax for 2013. |
|Franchise Tax ||imposed on casinos at rate of 35%. |
|Excise Duty ||levied on tobacco, alcohol, fuel and lubricating oils. |
|Social Insurance Contribution ||a contribution to Macau social security fund of MOP 45 per month for each employee. An employer is required to make contributions of MOP 30 per quarter for resident employees, and MOP 45 per month for non-resident employees. |
There are various financial and fiscal incentives in Macao for companies. It is encouraged to establish companies in light, non-polluted industries. The priority is given to the activity which will make contribution into modernization of industrial capacities of Macau and diversification of industrial sector. Incentives can be formed by full exemption from taxes (offshore institutes), reduction of various taxes up to 50%.
Besides, there is no general or specific anti-avoidance rules in Macau: no transfer pricing, thin capitalization rules, controlled foreign companies or disclosure requirements.
Stamp duty is imposed on most business transactions, including payment of taxes (other than complementary tax and professional tax), income on banking activities and transfers of properties at rate of 1% to 5% depending on type of transaction. Taxpayer is a purchaser or transferee of the property.
There is also a Special Stamp Duty which is levied on transactions of residential property, commercial property, offices, and parking space for motor vehicles, purchased on or after 14 June 2011 and resold within two years at rate of 10%-20%.
Additional Stamp Duty at an effective tax rate of 10.5% is levied on top of the existing Stamp Duty, on the value of residential property where the property is acquired by a corporation, sole proprietor, or non-resident individual, on or after 27 October 2012.
There is no annual government fee per se, but there is a business registration fee which is due by every business in Macau upon registration. Registration fees include registration fee, notary service payment and stamp duty. Amount of registration fees depends on amount of capital.
Foreign exchange control
There is no control over currency exchange operations in Macau, but it is required to have 40% of all payments for export to be in national currency (i.e. the bank converts currency upon receipt).
Generally speaking, Annual Return is a short review on the current state of the company, which is prepared by the company secretary annually. As a rule it includes the following information:
- Incorporation information (registration date, registered address);
- Information about directors and their resignation;
- Information about secretaries and their resignation;
- Information about registered capital, nominal value of shares and amount of issued shares;
- Information about shareholders and share transfer.
As for Macau, every company in Macau should file Annual Return annually even if the company has had no return.
All companies in Macau are obliged to keep financial accounts. Books and records are required to be kept in MOP. Other currencies can be used but amount should be recorded in MOP at the same time. Financial accounts should be submitted to Financial Service Bureau annually. There is no statutory audit requirement under the Commercial Code but certain companies must submit audited financial statement (with capital of MOP 1 million and above or average taxable profits in the past 3 years of more than MOP 500 000). There is no provision for filing of accounts to the Companies Registry. The company can adopt a 12 months accounting year either ended on 31 December, 31 March, 30 June or 30 October.
All taxpayers in Macau are divided into Group A and Group B:
- Group A taxpayers are companies that gave maintained appropriate accounting books and records, with capital of MOP 1 million and above or average taxable profits in the past 3 years of more than MOP 500 000. The filing period for return for Group A is from April to June each year. The tax returns of Group A taxpayers should be certified by accountants or auditors who are registered with the MFB.
- Group B taxpayers are those who do not meet the criteria mentioned above. Any first time taxpayers will automatically be assigned to Group B, unless they fall within the criteria mentioned above or they apply to be reclassified as Group A taxpayers. The assessable profits of a Group B taxpayer are assessed with reference to various factors (for example, the average profit margin as submitted by other taxpayers in the same industry). The filing period for returns for Group B taxpayers is form February to March each year. Certification of the tax returns by registered accountants or auditors is not required for Group B taxpayers.
Offshore companies in Macau
Besides the above mentioned business types it is allowed in Macau to establish offshore institutes in the said types of entities as well as in a type of a foreign branch.
To incorporate an offshore institute and obtain the respective license it required to submit business plan, containing information on scope of business, investment amount, resident employees hiring conditions, office area, etc.
Having got a license offshore company should submit a confirmation about residents hired to work in the company, registered office, and activity.
There are the following restrictions on the activities of offshore institutes in Macau:
- it is not allowed to carry on business with Macau-residents;
- it is not allowed to use Macau currency in their activities;
- it is required to focus only on non-Macau markets.
Offshore institutes in Macau are divided into two types: financial and non-financial. Financial offshore institutes are banks, insurance companies, reinsurance companies, trust management companies and fund management companies. For non-financial offshore institutes there 8 permissible offshore activities:
- hardware consulting;
- software consulting;
- data processing;
- database related activities;
- back office activities;
- research and development activities;
- tests and technical analysis;
- management and administration of ships and aircraft.
Although trading is no longer a permissible offshore activity for a newly set up offshore institute, it may be possible to acquire an existing offshore institute with trading business scope.
Offshore institutes are exempt from all taxes
, including complimentary tax, industrial tax and stamp duties. Non-resident executives and/or staff at the supervisory level are exempt from professional tax for three years by application. Offshore company is required to pay only establishment fee and semi-annual operating fee.
Offshore institute is bound to submit audited financial statements annually.
Gambling in Macau
Macau is the only place in the People’s Republic of China, where Chinese can gamble legally. There are 33 casinos in Macau, and the income from the business amounted $23.5 milliards in 2010, what is 4 times higher than in Las Vegas. It is Macau’s biggest source of revenue, making up 70% of government income.
Gambling Legislation and Licensing
Gambling in Macau is regulated by Law 16/2001 (regime jurídico da exploração de jogos de fortuna ou azar em casino), adopted in August 2001. It replaced the monopoly system to generate competition, and casino operating concessions were granted through bid. Today there are 6 operating concessions (and subconcessions) which belong to:
- SJM Holdings,
- Wynn Resorts,
- Las Vegas Sands,
- Galaxy Casino,
- Melco Crown Entertainment.
It means that chances to enter the gambling market are very slim. Maybe the only opportunity is to buy a stock of shares from one of the operators. However, there are no such offers, so in fact the mark here is almost closed for the newcomers. There are also monopoly concessions for pari-mutuels (horse and dog racing).
Licensing procedure and all the following activity are strictly regulated including taxation and financial statements. Besides, a detailed agreement is to be signed with each operator. The Gaming Inspection and Coordination Bureau (known as DICJ) is the main government unit that oversees the operation of different gaming activities.
From the perspective of company law, gaming concessionaires must be public companies, to which special rules apply, in addition to the general rules stated in the Macau Commercial Code. Except from other numerous requirements gaming concessionaires are subject to a principle of full disclosure, including information on shareholders and financial statements.
The law mentions 24 legal forms of gambling (blackjack, baccarat, roulette, boule, Sic bo, Fan Tan, keno, etc.).
The taxation of casino sub/concessionaires is made of a fixed part and a variable part. The variable part falls on the gross gaming revenue. The tax rate is currently of 35%, plus two contributions of up to 2% and 3% for social and economic purposes. The maximum tax is therefore 40%. In addition, a fixed premium is also payable, plus a premium per VIP table, other table, and slot machine. Gaming promoters pay taxes on commissions received.
Online Gambling in Macau
At the present time, Macau does not license online gaming operations. Online form of gambling has the same fate as the offline one – it's forbidden. At some stage the national lottery tickets were sold online, but after the emergence of scam websites selling fake tickets, the idea was dismissed.