to Macao Offshore Company
SAR's Offshore Law has been in effect since November 1, 1999. The offshore finance
business is regulated and supervised by the Macao Monetary Authority, while the
regulation and supervision of the offshore non-finance business is done by Macao
Trade and Investment Promotion Institution (IPIM).
Requirement for Operating Offshore Service Business
an investor has to obtain the approval from IPIM, in order to operate an offshore
service business in Macao SAR. To operate an offshore service business, the investor
has to abide by the following rules:
To use only non-Macao currency in their activities;
2. To target only non-Macao
residents as customers and
3. To focus only on non-Macao markets.
has to register an offshore institution according to commercial laws of Macao
SAR. The name of such institution must include wording as "Macao Offshore
Commercial" or "Macao Offshore Auxiliary".
application, the Memorandum and Article of Association of the institution have
to be submitted to IPIM. The audit of an offshore institution's accounts must
be done by an auditor or auditing company registered with the Registered Auditors
and Accountants Committee. The annual accounting and audit reports must be submitted
Incentive for Operating Offshore Service Business
offshore Institution is exempted from all the following taxes; income tax, industrial
tax, and stamp duties. In addition, the offshore institution's managers and specialized
technicians (non-Macao residents), authorized to reside in Macao SAR, are exempted
from salary tax for the first three years of employment at the offshore institution.
an Offshore Institution
Offshore Institution can be formed as a subsidiary or a branch. A subsidiary has
a separate legal entity and has its own Memorandum and Articles of Association.
A subsidiary has to bear its own legal liability. On the contrary, a branch is
not a separate legal entity. The liability of a branch will be borne by its head
to the Commercial Laws of Macao SAR, the minimum capital of a Macao Offshore Institution
is MOP25,000. Besides, an offshore institution has to consist of at least one
shareholder and one director. An individual or corporation can be shareholder
or director. However, if the director is a corporation, this corporation has to
appoint a person to carry out the director's duties.
and Structures of Offshore Institution
are two types of offshore institutions: offshore commercial service institution
(also known as International Business Company - IBC) and offshore auxiliary service
institution. An offshore commercial service institution can provide services to
any third party. It is not limited to the holding company. However, an offshore
auxiliary service institution can only provide services to the parent company.
of Offshore Services Business
offshore institution may operate one or more of the following offshore services:
Management and administration of ships and aircraft |
base related activities ||
Hardware consultant |
Data processing |
and technical analysis ||
Research and development activities |
of Business Organisation
to the Macao SAR's Offshore Law, investors can operate their business in Macao
under the following categories.
The owner alone runs his business or assigns another
person to run it. He / she is personally liable to all debts of the business.
He / she may chooses not to register the business in Government business registry.
The company member contributes resources (by money or by personal
skill as the capital of the company for the purpose of carrying on business for
profits, and share the profits derived.
Economic Interest Group
Tow or more artificial persons and corporations
from together, under the condition of not effect it, as an artificial person with
a separate legal identity, to carry on business activities, and/or for the purpose
of improving the business activities of each other.
and characteristic of company:
of Capital contribution
required words in the company name
minimum and maximum limit||Contribute
capital by subscribing for a fixed amount of capital||
1 unlimited liability member + minimum 1 limited liability member||No
minimum and maximum limit||Both
unlimited liability member and limited liability member contribute
capital by subscribing for a fixed amount of capital||
1 unlimited liability member + minimum 3 limited liability members||Minimum
US$125,000. No maximum limit.||Unlimited
liability member contribute capital by subscribing for a fixed amount of capital
Limited liability member contribute capital by subscribing for share of
the company|| |
2 or maximum 30 members||Minimum
US$3,125.No maximum limit.||Contribute
capital by subscribing for share of the company. Par value of each share should
be US$125 per share or multiple of US$12.5|| |
member limited company||One
US$3,125.No maximum limit.||Only
one share. Other requirements, refer to "Limited Company".||
company by share||Minimum
US$125,000. No maximum limit||Capital
is divided by the number of share. Each share carries the same value and its par
must not be less than US$12.5.|| |
The most popular
types of company in Macao is limited company. All limited companies are required
to register as a corporation with the Macao Government and obtain a Business Registration
Certificate before commencement of business in Macao.
the Law of Macao, a limited company must have at least one shareholder and one
director. The same person can act in a dual capacity as both shareholder and director.
For example, Mr. A and Mr. B set up a limited company and both of them contribute
capital and act as director of the company. In this case, both of them are shareholders
and directors of the company. In addition, one of them can also act as the secretary
of the company.
limited liability, it only refers to the liability of shareholders. However, the
company is liable to pay its debts in full amount should the company be solvent.
It is because a limited company and its shareholders are two separate legal entities.
The shareholders of a limited company are liable for the amount unpaid on the
shares they subscribed but they have no liability towards the debts of the company.
Non-Macao residents can act as shareholders and directors of a Macao Company.
GOVERNMENT FEES related to OPERATING OFFSHORE COMPANY
approved offshore institution is required to pay a set-up fee of MOP5,000 (a one-time
fee) and an operating fee every six months. These range from MOP5,000 to MOP 15,000
(these only apply to the offshore commercial service institutions), or MOP3,000
to MOP10,000 (these only apply to the offshore auxiliary service institution1).
Fees for Offshore Institutions are as follows :
Commercial Service Institution||Operating
Capital: MOP25,000 to MOP100,000|| ||MOP5,000|
Capital: MOP100,001 to MOP1,000,000 || ||MOP10,000
Capital: MOP1,000,001 or above || ||MOP15,000
Auxiliary Service Institution||Operating
Capital: MOP25,000 to MOP100,000|| ||MOP3,000
Capital: MOP100,001 to MOP1,000,000 || ||MOP6,500
Capital: MOP1,000,001 or above || ||MOP10,000