MACAU SAR, CHINA Law and Practice Contributed by: Calvin Tinlop Chui and Carla Veiga, Lektou
with the framework referenced in Article 1061 (2) of the Macau Civil Procedure Code. Pending court approval, additional creditors may accede, and consenting creditors may improve the percentage offered to non-accepting creditors. If approved, bankruptcy proceedings terminate and the administrator’s functions cease. Shareholder and stakeholder rights may be affected as the concordata or creditors’ agreement provides, and the law permits; however, restructuring focuses on creditor claims. Third-party/non-debtor releases (eg, guarantors, group entities, directors) are not a gen - eral feature and typically require the affected creditors’ consent; guarantees generally survive unless explicitly and validly compromised. Voting occurs at court-convened creditors’ meetings with rights determined by admitted claim value. The administrator compiles and classifies claims for voting and distribution. Uncontested claims are recognised; disputed claims may be provisionally admitted for vot - ing at the value indicated by the administrator, subject to subsequent judicial determination. Preventive measures operate within the court process. On opening, a stay of individual enforcement actions generally applies. There is no separate out-of-court practitioner; the court appoints a bankruptcy admin - istrator to manage the estate and facilitate proposals. Debtor-in-possession is not the norm; the adminis - trator’s supervisory and management powers prevail after insolvency is declared. Dissenting creditors are protected procedurally through the right to contest a concordata or credi - tors’ agreement within the prescribed period. Sub - stantively, there is no cross-class cram-down: a plan cannot bind a non-consenting class without the statu - tory supermajority and court approval that bind unse - cured creditors. Secured creditors’ in rem rights are preserved unless they consent to impairment or are paid/adequately protected. New money does not enjoy codified super-priority. Financing during proceedings may be structured and secured under general law, subject to administrator
and court oversight and to existing security and pref - erential claims; it does not automatically prime exist - ing security interests. Arbitration plays a limited role. Core insolvency func - tions – opening, verification and ranking of claims, stays, realisation and distribution – are reserved to the courts. Pre-existing arbitration agreements may govern arbitrable disputes on the merits, particularly where the estate is claimant and the dispute does not undermine collective proceedings; enforcement and distribution remain with the insolvency court. As to timelines, proceedings begin with the petition, initial court scrutiny, appointment of the administrator, and prompt convening of the first creditors’ meeting. Unlisted creditors must file claims up to fifteen days before that meeting. A concordata or creditors’ agree - ment may be tabled and voted on once claims are organised for voting. After creditor approval, objec - tions may be filed within ten days of acceptance, fol - lowed by the court’s confirmation decision. If confir - mation is denied, the case proceeds to liquidation. 4.3 The End of the Restructuring, Rehabilitation and Reorganisation Procedure If there is neither a concordata nor a creditors’ agree - ment, or if they are rejected by the court, the debtor is immediately declared bankrupt. If the debtor fails to comply with any of the obligations outlined in the concordata, creditors with claims pre - dating the concordata’s approval may request that the debtor be declared bankrupt. If the debtor is declared bankrupt before the concordata has been fully com - plied with, the creditors can only contest the bank - ruptcy for the amount they have not yet received of the agreed percentage. However, the guarantees for the payment of this percentage remain in force.
4.4 The Position of the Debtor in Restructuring, Rehabilitation and Reorganisation
During this initial stage of the bankruptcy proceeding, debtors will be involved in the management of their assets and that of the company, being only supervised by the bankruptcy administrator and the designated creditors. However, debtors are prohibited from taking
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