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Macao Offshore Service

Introduction to Macao Offshore Company

Macao 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).

Basic Requirement for Operating Offshore Service Business

Firstly, 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:

1. 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.

Investor 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".

On 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 to IPIM.

Tax Incentive for Operating Offshore Service Business

The 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.

Set-up an Offshore Institution

An 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 office.

According 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.

Types and Structures of Offshore Institution

There 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.

Range of Offshore Services Business

An offshore institution may operate one or more of the following offshore services:

Types of Business Organisation

According to the Macao SAR's Offshore Law, investors can operate their business in Macao under the following categories.

(a) Sole proprietorship
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.

(b) Company
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.

(c) 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.

Types and characteristic of company:

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.

Under 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.

For 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.

Remark: Non-Macao residents can act as shareholders and directors of a Macao Company.

GOVERNMENT FEES related to OPERATING OFFSHORE COMPANY

An 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).

Operating Fees for Offshore Institutions are as follows :