MACAU SAR, CHINA Law and Practice Contributed by: Pedro Cortés, Lektou
under the Macau Gaming Law and concession con- tracts. Key obligations include the following. • Any transfer or encumbrance of shares, or other rights related to these shares, by the conces- sionaire or shareholders holding 5% or more of the company’s capital, requires prior authorisation from the Secretary for Economy and Finance. This includes actions such as assigning voting rights to non-shareholders, transferring real or credit rights exceeding limits set in the concession contract, and entering into loan agreements above speci- fied thresholds. Failure to obtain this authorisation renders the actions null and void. • Furthermore, if a shareholder’s interest is trans- ferred by inheritance, the concessionaire must inform the DICJ within 15 days of the inheritance, along with relevant documents. Once authorisation is granted, concessionaires are required to submit supporting documents to the DICJ within 30 days of the transaction. Cross-Shareholding There are legal restrictions on cross-shareholding among casino gaming concessionaires, prohibiting a concessionaire or a qualified shareholder from directly owning shares in another casino concessionaire or indirectly holding 5% or more of the share capital in another concessionaire. Foreign Gaming and Public Listing The concessionaire must inform the DICJ within 15 days of becoming aware that any of its directors or any shareholder holding, directly or indirectly, 5% or more of its capital are involved in licensing or conces- sion processes for operating casino games of chance in other countries or regions, commencement or ces- sation of such gaming operations abroad. The same applies if any shareholders holding 5% or more of the concessionaire’s capital, directly or indi- rectly, are listed on a stock exchange. If a concessionaire wishes to operate games of chance in casinos in other countries or regions, it must obtain
prior authorisation from the Chief Executive, follow- ing consultation with the Specialised Committee on Games of Chance. To meet this requirement, the con- cessionaire is obligated to submit to the Macau SAR government, or make efforts to obtain and submit, any documents, information, or data requested for this purpose, except for those deemed confidential by law. 10.2 Change of Corporate Control Triggers See 10.1 Disclosure Requirements . 10.3 Passive Investor Requirements See 10.1 Disclosure Requirements . Under Macau’s gaming laws, regulations, and casino gaming concession contracts, the DICJ is granted a comprehensive set of enforcement powers. These allow the DICJ to, among other things: • perform regular and unannounced inspections of gaming premises to ensure compliance with legal and contractual obligations – inspectors may access all areas of a casino, review operational practices, and examine pertinent documents to verify adherence to regulations; • impose fines and other penalties in cases of regu- latory violations; • actively monitor revenue flows and conduct peri- odic financial audits to promote financial transpar- ency and mitigate risks of money laundering and other illicit activities; and • license gaming promoters and approve gaming equipment and systems used within casinos. 11.2 Sanctions See 3.5 Key Offences and 3.6 Penalties for Unlawful Gambling . Criminal Sanctions 11. Enforcement 11.1 Powers The Gaming Law establishes the offence of simple disobedience (Article 48-B), applicable to anyone who refuses to permit inspection staff from the DICJ or the Financial Services Bureau to enter and remain
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