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1.1.1. Main Forms of Doing Business

Macau provides several business forms for investors, of which the main forms include:

  • Company (Private Company, Public Company, Single Shareholder Private Company)
  • Offshore Company
  • Partnership (General, Limited, Limited by Shares)
  • Sole Proprietorship
  • Foreign Business (Subsidiary, Branch)

Company

Companies can be formed either as private companies, public companies or single shareholder private companies.

The key aspects of Private Company (Limitada/Lda.) include:

  • Shareholders are jointly and severally liable for the payment of all shares
  • Minimum capital requirement is MOP 25,000
  • Minimum 2 shareholders (individual or a company) and maximum 30 shareholders are permitted
  • Shareholders can be of any nationality and need not be residents of the country
  • Mandatory to appoint a secretary and a supervisory board or single supervisor subject to certain conditions
  • Mandatory to include ‘Limitada’ or ‘Lda.’ in the company name

The key aspects of Public Company (Sociedade Anonima/ S.A.) include:

  • Shareholders’ liability is limited to their contribution in the company
  • Minimum capital requirement is MOP 1 million
  • Minimum 3 shareholders, of any nationality, are required
  • Mandatory to appoint a company secretary and a supervisory board or single supervisor  
  • Mandatory to have an administration board consisting of at least 3 members and one of them must be a registered auditor or a firm of auditors
  • Shares can be offered to the public
  • Mandatory to include ‘Sociedade Anonima’ or ‘S.A.’ in the company name

The key aspects of Single Shareholder Private Companies (Sociedade Unipessoal Lda.) include:

  • Minimum capital requirement is MOP 25,000
  • Formed by an individual holding a single share
  • A single shareholder private company cannot form another single shareholder private company
  • Mandatory to include ‘Sociedade Unipessoal Limitada’ in the company name

Offshore Company

Effective from 1 January 2021, the offshore company regime will be abolished. The existing offshore companies will be converted to onshore companies, provided certain transitional requirements are met, and the operating licenses granted to offshore companies will become invalid.

An offshore company is a company in Macau but operating outside of Macau region. Such companies are not permitted to do business with residents and target only non-resident customers. However, residents and non-residents both are eligible to operate an offshore business. It can be formed as any of the above mentioned business forms with 100% foreign holding subject to certain restrictions. A company qualifies as offshore company if it is established under Macau’s offshore law and meets certain criteria.

There are two types of offshore businesses namely offshore finance business which is regulated by Macau Monetary Authority and offshore services business which is regulated by Macau Trade and Investment Promotion Institute (‘IPIM’).

Offshore service business are of two types namely offshore auxiliary service company which can provide services to only parent company and offshore commercial service company which can provide services to any third party. Offshore commercial service companies are eligible for certain incentives (see Sec. 10.).

Offshore commercial service company requires only 1 shareholder and 1 director. The minimum capital requirement is MOP 25,000.

Partnership

The key aspects of General Partnership (Sociedade em Nome Colectivo / S.N.C.) include:

  • A general partnership is formed by two or more partners who may contribute capital or provide their expertise to the partnership
  • Partners are jointly and severally liable for all of the obligations of the partnership
  • No minimum capital requirement
  • Mandatory to include ‘Sociedade em Nome Colectivo’ or ‘S.N.C’ in firm’s name

The key aspects of Limited Partnership (Sociedade em Comandita por Acções / S.C.A.) include:

  • A limited partnership is formed by one or more general partners and one or more limited partners
  • Private companies and public companies can be general partners
  • General partners are liable for all the debts and obligations of the firm, whereas, the limited partners are liable to the extent of their capital contribution in the firm
  • Only general partners manage the partnership firm
  • Mandatory to include ‘Sociedade em Comandita por Acções or S.C.A.’ in the firm’s name

The key aspects of Partnership Limited by Shares (Sociedade em Comandita / S.C.) include:

  • It is formed when limited partners are represented by shares
  • It is formed by one or more general partners and three or more limited partners
  • Minimum capital requirement is MOP 1 million
  • Mandatory to include ‘Sociedade em Comandita or S.C.’ in the firm’s name

Sole Proprietorship

A sole proprietorship or an individual commercial entrepreneur is formed by an individual who is liable for all the debts and obligations of the company. The name of the sole proprietorship should include ‘Empresário Individual’ or ‘E.I.’.

Foreign Business (Subsidiary, Branch)

Foreign companies can conduct their operations in Macau through the constitution of a subsidiary or a branch office. Subsidiary can be formed as a private company or public company with foreign holding subject to certain restrictions related to business areas requiring permits to operate. Foreign companies without a subsidiary or branch in Macau but undertaking therein one-off or occasional activities may opt for tax registration therein on a project basis.

A branch of a foreign entity (sometimes referred to as permanent representative office) is not considered as a separate legal entity in Macau and its operations are defined and controlled by the foreign parent entity. However, it is permitted to conduct business activities in the country. Branch office is required to appoint at least 1 resident legal representative on behalf of the foreign parent entity in Macau. Branch is required to be registered in the commercial register. The process of establishing a branch includes the following:

  • The Memorandum and Articles of Association of the parent company authenticated as duplicates by a notary from country of origin;
  • Minutes of the Board of Directors of the parent company including the following:
    • Appointment of representative with full authority to act on its behalf to sign the relevant constitutional documents for the branch (representative must be able to provide a residential address in Macau);
    • Adoption of branch name (the name must correspond exactly to that of the parent company, but the use of the word “branch” is optional);
    • Scope of business (must be relevant to the object and purpose of the head office as per its Articles of Association); and
    • Capital assigned to the branch.
  • Certificate issued by Notary Public in the country of origin, stating that:
    • The company is duly formed and organized according to law;
    • The signatories have full power to pass the Minutes; and
    • The signatures are authentic.

Any document which cannot be notarized by a notary public must carry a “Consular Attestation” (Declaration of Embassy of P.R.C.) to certify the signatories / issued entity have the power to issue the relevant document.

Further information on the general investment, tax and regulatory regime about the country is available at the following external references: