Document 179895

How to Incorporate a Company?
1.
What are the types of business vehicles?
The most common forms of business vehicles for foreign companies wishing to
carryon
2.
business in Macau are:
•
A company incorporated in Macau;
•
A branch office of a foreign company;
•
The establishment of a representative
•
Sole proprietorships.
office in Macau; or
What types of companies can be incorporated?
Under the Commercial
Code, the following
established in Macau to carryon
types of commercial
entities
business:
•
Individual entrepreneur
•
Unlimited liability company ("sociedade em nome colectivo" - S.N.C.);
•
Mixed liability company by quotas ("sociedade em comandita" - S.C.);
•
Mixed liability
company
may be
("empresario
individual"- E.I);
by shares ("sociedade
em comandita
por aq;oes"
-
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 anonima" - S.A.).
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3.
What are the companies main characteristics?
S.N.C
maximum share capital
1 or more with
unlimited
responsibility and 1 or
more with limited
There
is
no
prescribed
minimum
or
s.c.
maximum share capital
responsibility
1 or more with
Prescribed
unlimited
MOP$l,OOO,OOO
minimum
share
capital:
S.C.A.
responsibility and 3 or
more with limited
responsibility
There
is no prescribed
maximum
share
capital
Prescribed
minimum
share
capital:
MOP$25,000
Lda.
2 to 30 quota holders
There
is no prescribed
maximum
share
capital
Prescribed
minimum
share
capital:
MOP$25,OOO
Sociedade
Unipessoal
1 quota holder
There
is no prescribed
maximum
share
Lda.
capital
Prescribed
.Limi~edlillbility
company
.;ibyshares
At least 3
minimum
share
capital:
MOP$l,OOO,OOO
SA
shareholders
There is no prescribed maximum of share
Page 2 of 7
Tel:+853 28 332 828
Fax:+853 28 355 072
e-mail:[email protected]
Av. da Praia Grande, n.1 308-315, Nam Yuo Com.center, 7.1 andar, Macau
website: www.bnlawmacau.com
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4.
What are the procedures for the incorporation of a company?
A company is incorporated in Macau following the bellow mentioned procedures:
1
2
Firm name certificate
Business
A firm name must be proposed and the
Registry
object of activities must be defined
Articles of Association
Registered
(Within 60 days after the
Lawyer in
firm certificate is issued)
Macau
The
Articles
of
Association
must
be
notarized by a notary
The
following
documents
must
be
delivered:
3
Declaration of initiation
of activity
Finance
1. Finance Services Bureau M1 Form for
Services
Industrial Tax (signed and notarized);
Bureau
2.
Copy of identification
documents;
3. Copy of the Articles of Association.
The
following
delivered
documents
with
the
must
be
application
for
reg istration:
Registration of the
1. Notary
company
4
certificate
of the
Articles
of
addresses
of
Association;
(Within 15 days after the
Business
Articles of Association
Registry
2.
List
of
names
shareholders
are signed and
and
and of members
of the
boards;
notarized)
3.
Acceptance
of
appointment
by
the
members of the boards;
4.
After completion
of company registry,
Copy of the M1 Form delivered.
employers should fill in the M/2 form and
submit it to the "Finance Services 8ureau- Professional Tax Division" within 15
days of any employment
(Law no. 2/78/M).
Page 3 of 7
Tel:+853 28 332 828
Fax:+85328 355 012
Av. da Praia Grande. n.g 308-315,
Nam Yuo Com. Contor,l.g
e-mail:[email protected]
andar, Macau
website:www.bnlawmacau.com
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The Employer is responsible for the enrolment of himself and for his employees to
the "Social Security Fund". Quarterly payment should be made in January, April, July
and October of every year. (Decree-Law no. 5B/93/M).
Employers
should
file employees'
monthly
records
in the
office
for
random
inspection by the "Labour Affairs Bureau" (Decree-Law no. 50/85/M).
The company should file Fixed Asset Listing, Balance Sheet and Meeting Minutes
Book after commencing operation. (Decree-Law no. 40/99/M).
The Business Registry will then issue a certificate
name, date of incorporation
capital,
of the company, object of activity,
of company capital, and representation
division
of incorporation,
legal existence and personality
certifying
the
shareholders, company
of the company. The company
will commence from the date of registration
of their
incorporation.
What are the rules to follow when deciding the firm name?
A company
name will not be permitted
company, and there are certain restrictions
if it is identical to that of an existing
on the use of particular words. A company
may be incorporated with either a Portuguese or Chinese name, or both. It can also be
incorporated with an English name, but then both Portuguese and Chinese Names must
also be incorporated.
Who can be a shareholders?
The name, address and shareholding
of the company shareholders
are filed on
public record at the Business Registry. Shareholders can be individuals or corporations
of any nationality,
domicile or residence.
The shareholders
meetings can be held anywhere within Macau SAR as long as
place of meeting is specified in the meeting notice.
Page 4 of 7
Tel:+853 28 332 828
Fax: +853 28 355 012
Av. da Praia Grando,n.R 308-315,
e-mail:[email protected]
Nam Yuo Com.Conter,l.R andar, Macau
website: www.bnlawmacau.com
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Who can be a director?
A company must have the number of legally prescribed directors, and they can be
individuals
(if they are 18 years old) or corporations
of any nationality,
domicile and
residence. The Business Registry will keep a public record of their names, addresses and
business titles.
The board meetings can be held anywhere,
as long as the place of meeting
is
specified in the meeting notice.
In which situations must the company nominate a Company Secretary?
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 or the services of a Lawyer registered in the Macau Lawyers Association can be
retained to fulfill that position. The Business Registry will keep a public record of the
name and address of the company secretary.
Besides other functions that the law or the articles of association may assign, the
company secretary's
main functions are to certify legally required translations,
the signature of shareholders or of directors,
produce the minutes
certificate registration
book of directors'
maintain the company's statutory
and shareholders'
meetings
certify
books,
and the share
book, promote the commercial registration as required by law and
prepare the documents that must be kept on public record.
BN Lawyers can provide company secretarial services.
Page 5 of 7
Tel:+853 28 332 828
Fax:+853 28 355 072
e-mail: [email protected]
Av. da Praia Granda, n.a 309-315, Nam VlIB Com.Center, 7.a andar, Macau
website: www.bnlawmacau.com
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What are the principal rules to follow in regards to Business registration?
Under the Business Registration
Law, a company is required to obtain a Business
Registration Certificate from the Business Registry.
Within
information
15 days of any amendment,
the company
is obliged
to update
the
originally provided to the Business Registry.
Page 6 of 7
Tol:+853 28 332 828
Fax: +853 28 355 072
e-mail:[email protected]
Av. da Praia Grande, n.D 308-315. Nam Vue Com.Center, 1.Dandar. Macau
wBbsitB:www.bnlawmacau.com
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About BN Lawyers
BN Lawyers is a Law Firm established with the foresight that law practice should
follow Macau's trend of internationalization,
without overlooking our historical bond with
Portugal, and to provide legal services of international
quality, shaped by the core values
of Law Practice, meeting the expectations of who operates in an international
market as
Macau.
This publication is not intended as, and does not represent legal advice and should
not be relied upon to take the place of such advice. Since factual situations will vary,
please feel free to contact au r office at tel. (+853) 28331808 or fax (+853) 28355072 or
email [email protected]
question
regarding
for specific interpretation
the impact of the information
lawyer is an important
and advice, if you have a
contained
herein. The hiring of a
decision that should not be based solely upon advertisements.
Before you decide, ask us to send you free written information
about our qualifications
and experience.
BN Lawyers
September 2007
Copyright © 2007 BN Lawyers
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Tel:+85328332828
Fax: +85328355072
e-mail: [email protected]
Av. da Praia Granda, n.g308-315, Nam YUBCom.Cantar, 7.g andar, Macau
website: www.bnlawmacau.com
~1'9m~~~~a3C9-315'5!L
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