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.). Page 1 of 7 Tel:+85328332828 Fax: +85328355072 e-mail: [email protected] Av. da Praia Grande,n.1308-315, Nam YUBCom.CentBr, 7.1 aodar, Macau website: www.bnlawmacau.com ~1''1"F¥f-~x~~~2D9-315'5!!t 1¥i~millt~'L:;71'-1l 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 3!nJ'9~-Wx.~~§-.?lB-315~ ~4it'ff1itE:j:J·~71'. .1-. LaWYBrs 1.• AdVOgadO~# ~~gili 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 ~l'"Imi;'~~Ji'~~~3C9-315~bt mi• .Fci1itr:p-..::. 71'~ 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 ;M},9~~;',-J!~~§-3J9-315ljfL m-4.Fci1ftt:p-~ 7:.t-~ }i!I!J•• LaWVerS1t AdVOgadOS~ *~Biji 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 ~P"li¥i~:k.~lfg-.:D9-31511dt i¥iJlf.jffi1i!tep.~7ftt 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 ~J'''I~;~*-~~§-2(B-315~ ~".ffij1ft'*'-t.::.7~" ~- i. .. LaWYBrs Advogado ~ *~Siji 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 Page 7 of 7 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 m• .im1ft"P-~ 71'.