R-How to set up a macau company

How to set up a macau company:

Forms of Commercial Entities:

a) Individual Entrepreneur (E.I.) or Commercial Entrepreneur, natural person

b) Company or Commercial Entrepreneur, corporate body

c) Economic Interest Group ( A.I.E. )

Individual Entrepreneur (E.I.) or Commercial Entrepreneur, natural person

This is the same term as "Sole Proprietorship" under the previous Commercial Code of Macao. This kind of business is exercised by one person using his own name or by his employees. He is wholly liable for all debts incurred in the business.

Company or Commercial Entrepreneur, corporate body

The members of the company contribute either in capital or in industry for the company, practicing profit reverting economic

activities back into the company and sharing the profit with the members.

Economic Interest Group (A.I.E.)

Joining 2 or above companies without affecting their qualifications of legal person, aimed at promoting and developing

each other's economic activities or simply improving and expanding the economic activities of their companies.

Types of Company and responsibilities of the members

1. Unlimited liability Company

Formed by at least 2 members who have subsidiary responsibilities in relation to the company.

2. Mixed Liability Company

a) Mixed Liability Company by quotas*:

Composed of unlimited liability partners as well as limited liability partners. Limited liability partners are only responsible for their share proportion. With no responsibility for any debts incurred by the company. On the other hand, unlimited liability partners are responsible for all debt of the company.

b) Mixed Liability Company by shares:

Limited liability shareholders acquire shares of the company and are only responsible for this amount, unlimited liability shareholders are responsible for all debt of the company.

3. Limited Liability Company by quotas*:

This is the most common type of company set up in Macao, composed of a minimum of 2 and maximum of 30 members. The minimum number of quota issued should therefore be two and the minimum value for each quota should not less than Mop1000, each subscriber should have at least 1 quota.

However, another type of limited liability company by quotas is also available, Limited Liability Company by a Sole Owner. Any natural person can set up his own company with his own capital. This company is formed by 1 quota and consists of 1 single person. This type of company is subject to the same regulations that apply to Limited Liability Company by quotas.

*Quota is a share in a private limited liability company. The rights of transferring is restricted and it prohibit any invitation to the public to subscribe for any shares in the company.

4. Limited Liability Company by shares

A Limited Liability Company by shares has a share capital. The minimum capital is Mop 1,000,000 and the minimum value of each share must be Mop 100 with shares of equal value Composed of at least 3 members, the shareholders are responsible only for the shares they owned, not for the debts of the company. The company is responsible for the debts in its total assets.

	Number of owner	Capital	Form and realization of participation of capital	Compulsive Additional Trade name
Unlimited liability Company	2 or above	No maximum and minimum limit	Money or industry	S.N.C.
Mixed Liability Company by quotas	1 or above unlimited liability shareholder and 1 or above limited liability shareholder	No maximum and minimum limit	Unlimited liability shareholder and limited liability shareholder are both paid in cash	S.C.
Mixed Liability Company by shares	1 or above unlimited liability shareholder and at least 3 limited liability shareholders.	Minimum limit:1,000,000 and No maximum limit	Unlimited liability shareholder paid in cash and limited liability shareholder paid by shares	S.C.A.
Limited Liability Company by quotas	2 to 30 persons	Minimum limit:25,000 and No maximum limit	By purchasing quota of the company ,the nominal value of the quota at least Mop1000 or in multiples of 100	L.D.A.
Limited Liability Company by sole owner	1 person	Minimum limit:25,000 and No maximum limit	Capital of 1 share and the rest is same as Limited Liability Company by quotas	Sociedade Unipessoal Lda
Limited Liability Company by shares	At least 3 persons	Minimum limit:1,000,000 No maximum limit	All capital is divided into equal shares and value of at least 100	S.A.

Companies Registry

All legal and administrative procedures apply to all local and foreign individuals or organizations interested in setting-up a company in Macao.

Investors may obtain details of the necessary procedures for setting up a business from IPIM's private notary, the "One Stop Service" provided by a public notary and the Commercial Registry Office or a lawyer.

Procedures for Company Set up

Procedure	Legal mean/location	Requirements
1. Application of admissibility of trade name	Commercial Registry Office (CRCBM)	Fill up the required form with proposed name, and a clear definition of the objectives of the company
2. Memorandum and Articles of Association * (within 60 days of obtaining trade name )	- through IPIM's private notary; or - lawyer registered in Macao; or - document written by the applicant and certified by the notary	Notarial contract or individual contract confirmed by a public or private notary, according to type of company and legal requirements in force
3. Registry of the Company *(within 15 days of signing of the memorandum)	Commercial Registry Office (CRCBM)	1. Letter of Application (with the verification of signature) 2. Company Constitution Document 3. List of names of shareholders and I.D. copies 4. List of names of the administrative board 5. Letter of Appointment of the administrative board 6. Copy Certificate of Admissibility of Trade Name
4. Declaration of commencement of operation	Macau Finances Services Bureau (DSF)	1. Filing in the Industrial Tax ( Form M1, 2 copies) with the verification of signature 2. List of names of the shareholders and their ID copies 3. List of names and Letter of Appointment of the administrative board 4. Certificate of registration issued by Commercial Registry Office (CRCBM) 5. Copy of the Memorandum and Articles of Association 6. Payment of the Industrial Tax (Form M 7)

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