MACAU SAR, CHINA Law and Practice Contributed by: João Nuno Riquito, Nelson de Azevedo, Belmiro Leong and Kimberley Cheong, Riquito Advogados
Corporate Governance Framework in Specific Industries Aside from regulations from the MCC and gener - al accounting standards, governance is regulated specifically for certain industries – eg, concession and promotion of gambling activities under Law No 16/2001 Legal Regime for the Operation of Gaming in Casinos, financial activities under Law No 13/2023 Legal Framework for the Financial System and Law No 11/2025, and publicly owned enterprises under Law No 16/2023 Legal Framework for Publicly Owned Enterprises. These laws impose closer scrutiny of directors and shareholders qualifications, enhanced accounting and auditing controls, and in some cases a more demanding governance framework. For enti - ties of public interest, including finance and gaming, audited financial statements must be published in the Official Gazette, ensuring the public’s right to informa - tion. 1.3 Companies With Publicly Traded Shares Macau does not have a stock exchange, and there is no general regime for listed companies compara - ble to those in jurisdictions with a domestic securities market. According to Law No 13/2023 Legal Frame - work for the Financial System, financial institutions in Macau may trade, on their own account or on behalf of clients, in instruments such as securities, futures, options, foreign exchange, interest rate products and other financial instruments (Article 4, paragraph 2, sub-paragraph 5). The MCC, also allows promoters to raise funds from the public for the incorporation of a company under Article 396 but this is very rare in practice. Currently, there are three financial asset trading plat - forms operating in Macau – Macau Central Securities Depository and Clearing Limited (MCSD), the China Macau Financial Assets Exchange (MOX) and Micro Connect (Macao) Financial Assets Exchange (MCEX) – but these are not stock exchanges in the ordinary sense. Consequently, most large enterprises operat - ing in Macau, including casino concessionaires, are listed on the Hong Kong Stock Exchange (HKEX).
must be established, and must comprise at least three members. A Supervisory Board or a Sole Supervisor is also required, and one of its members must be a registered auditor, subject to the terms of Article 214 of the MCC. Protection of Shareholder Rights Shareholders have the right to information, including access to the company’s accounting records, board reports, and supervisory opinions, under article 209 of the MCC. Certain major decisions, such as amend - ments to the articles of association, capital increas - es, mergers, or dissolution, must be approved by the shareholders under Article 216 of the MCC. Minority shareholders are also protected: holders of at least 10% of share capital may request the convening of a general meeting under Article 220, paragraph 3 of the MCC. Protection for Creditors and Financial Transparency Creditor protection is also built into the governance framework. In limited liability companies by quotas, at least 25% of annual net profit must be allocated to the legal reserve until that reserve reaches 50% of the company’s capital under paragraph 4 of Arti - cle 377 of the MCC. In limited liability companies by shares, 10% of annual net profit must be allocated to the legal reserve until it reaches one-quarter of the capital under paragraph 1 of Article 432 of the MCC. These rules restrict excessive dividend distributions and help preserve the company’s long-term financial base. Additional reporting and governance obligations apply to certain taxpayer and regulated sectors. For example, Group A taxpayers for profits tax purposes include, among others, limited liability companies by shares, limited partnerships by shares, compa - nies with a registered capital of at least MOP1 mil - lion, companies with an average taxable profit of at least MOP1 million over the previous three years and ultimate parent entities of multinational groups (para - graph 2 of Article 4 of Law 21/78/M). Group A taxpay - ers must follow financial reporting standards aligned with international practice, which increases disclosure in areas such as related-party transactions, fair value measurement and risk management.
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