1.What is the minimum number of shareholders and directors required to be able to register a private company? Is there any requirement on the nationality of the shareholders?
The number of shareholders required for the registration of a private company is between 2 to 30 and the private company may be managed or represented by one or more members of an administration authority. Such members may or may not be shareholders. Legislation in Macao does not have any restrictions on the nationality of shareholder’s in companies registered in Macao, anyone of the age of 18 or above is eligible to become a shareholder of a Macao registered company.
2.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 authorise a representative to set up the company.
3.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.
4.an 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.
5.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.
6.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.
7. In the case of doing business in Macao, how different are the conditions as to whether a company is set up or not?
Investors may conduct business activities in Macao as an individual entrepreneur or as a company. Individual entrepreneurs are sole proprietors exercising a commercial enterprise in their own name, either by themselves or through third parties. Entrepreneurs are liable for all the obligations of the company. Shareholders are liable for limited liability in accordance with the amount of capital they have invested in the company. Investors may choose to conduct business activities in the format they see fit.
8. What are the administrative fees for setting up a company?
IPIM provides a one-stop service to assist entrepreneurs to set up companies, fees levied include company registration fees, notary fees and stamp duty among others. The set up cost is usually about 3-4% of the registered capital.
9. 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 IPIM 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 five working days.
10.Is it necessary for Macao registered company to have the annual accounts prepared and submitted by chartered accountants?
In the case of limited liability companies by shares with appropriate accounting records, those with a registered capital exceeding MOP1million, or those with an average taxable profit of up to MOP500,000 or above over the previous 3 years, should have their taxation procedures audited by registered accountants or auditors. Otherwise, Macao legislation does not require companies to have their annual accounts prepared or submitted by a chartered accountant.
11.On becoming shareholders or directors of a Macao registered company, are Non-Macao residents automatically eligible to work in Macao?
In accordance with Despatch 12/GM/88 on 1 February and Despatch 49/GM/88 on 15 May under Macao SAR laws, non-Macao residents who would like to work in Macao should lodge their application for a work permit to the Human Resources department of their employer, which must be a registered company. The application should be submitted in person by the employer or representative to the Human Resources Office at Avenida Horta e Costa, n° 24A. After the application has been assessed and approved, the overseas employees should then proceed to Immigration Department to apply for a non-resident worker ID card before they are able to legally work in Macao.
12.Can Mainland investors apply to the Ministry of Commerce for the issue of multiple business visas to Macao after they have set up a company in the city?
Registration of Macao company is not related to the issue of business visas to Hong Kong and Macao. The visa system was established after negotiations between China and Macao governments, the visas are issued by a China government authority according to the actual needs of the applicants, which is not related to the setting up of Macao company.