Company Registration in Macau - Offshore Business Starting & Setup

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 company 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.

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:

Required documents:

• Application;
• 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:

Required documents:

• 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.

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.

Capital in Macau 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 MOP 25 000. 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.

Until 2021, Macau had an offshore regime that provided certain benefits to companies. As of today, this regime has been abolished.

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 USD 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 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,
• StarWorld,
• 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.

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.