Corporate Structures

Business activities in Macau may be carried out through several routes:

• operating as an individual entrepreneur;
• incorporating a Macau company;
• establishing a branch or representative office of a foreign company; or
• forming a joint venture between individuals or entities.

Incorporating a local company is the most common option because a company is a legal entity separate from its shareholders. As a result, shareholders are generally not personally liable for the company’s debts, except in cases provided by law.

Under Article 174 of the Macau Commercial Code (MCC), local companies are classified as general partnerships (sociedades em nome colectivo), limited partnerships (sociedades em comandita), limited liability companies by quotas (sociedades por quotas) or limited liability companies by shares (sociedades anónimas). In practice, the last two forms are the most common because they offer the greatest protection against personal liability for corporate obligations.

Although many investors incorporate a local company, foreign enterprises often choose to operate through a branch or representative office in Macau. This may reflect accounting considerations at the parent-company level, regulatory or tax factors, or the limited scope of activity involved, which does not justify the resources required to set up a headquarters. Many well-known international financial institutions establish branches or representative offices in Macau to conduct financial activities.

In some sectors, for specific commercial or regulatory reasons, business is also carried out by individual natural persons. A notable example is gaming collaborators, commonly known as “sub-junkets”, which require special authorisation from the Gaming Inspection and Coordination Bureau (Direcção de Inspecção e Coordenação de Jogos – DICJ) under Article 21 of Law 16/2022 Legal Regime for Operating Games of Chance in Casinos, because the collaborators are personally liable for the gambling debts of their client, vis-à-vis the promoters with whom they collaborate.

For certain large-scale infrastructure projects, such as the light rapid transit (LRT) and cross-sea bridge construction, many companies choose to operate in the form of a joint venture during the procurement or construction phases, particularly where the technical complexity and capital requirements are substantial. This structure allows the parties to divide responsibilities and spread risk.

Corporate Governance Requirements

Macau has not adopted a unified Corporate Governance Code applicable to all companies. Corporate governance in Macau is primarily established on the legal foundation of the MCC. All entities registered in Macau must comply with the MCC, which stipulates directors’ liabilities, shareholders’ rights and the fundamental operational structure of a company. In regulated sectors such as gaming and finance, additional governance obligations apply under sector-specific legislation and regulatory guidance. Further details are set out in 1.2 Corporate Governance Legislation and Regulation, 1.3 Companies With Publicly Traded Shares and 1.4 Stock Exchange Requirements Developments.

The principal source of corporate governance in Macao is the MCC, which applies to commercial entities registered in Macau. Its rules cover four main areas: management structure, directors’ responsibilities, shareholders’ rights and creditor protection.

Management Structure

The mandatory corporate organs depend on the type of company. In limited liability companies by quotas, the management body may consist of one or more directors, while a supervisory body is not mandatory unless the company has more than ten shareholders or its assets exceed the relevant threshold. In limited liability companies by shares, a Board of Directors 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 amendments to the articles of association, capital increases, 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 Article 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, companies with a registered capital of at least MOP1 million, companies with an average taxable profit of at least MOP1 million over the previous three years and ultimate parent entities of multinational groups (paragraph 2 of Article 4 of Law 21/78/M). Group A taxpayers 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.

Corporate Governance Framework in Specific Industries

Aside from regulations from the MCC and general 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 entities of public interest, including finance and gaming, audited financial statements must be published in the Official Gazette, ensuring the public’s right to information.

Macau does not have a stock exchange, and there is no general regime for listed companies comparable to those in jurisdictions with a domestic securities market. According to Law No 13/2023 Legal Framework 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 platforms 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 operating in Macau, including casino concessionaires, are listed on the Hong Kong Stock Exchange (HKEX).

Currently, there is no stock exchange in Macau. As a result, the MCC and Law No 13/2023 do not provide a dedicated regime for the operation of a securities exchange, corporate governance of listed companies or the disclosure of shareholder transactions in a listed company context.

That said, the Macau Financial Reporting Standards may require disclosure of certain related-party transactions and, in specific cases, shareholder identities. These obligations are not equivalent to a listed-company disclosure regime, but they do introduce some transparency requirements in financial reporting. Please refer to 1.3 Companies With Publicly Traded Shares.

Under the MCC, the main corporate organs are the shareholders, the management body, the company secretary and, when required, a supervisory board or a sole supervisor. As previously mentioned in 1.2 Corporate Governance Legislation and Regulation, under Article 214, paragraph 2 of the MCC, the appointment of a supervisory board or a sole supervisor is required only when a company has ten or more shareholders, issues bonds or is incorporated as a limited liability company by shares – or when its capital, balance sheet total or total income exceeds the limits set by law.

Regardless of the type of company, the management body is the only body responsible for managing and representing it. Although most of the company’s decisions are made by the directors or the board of directors, Article 216 of the MCC still reserves the right of the company’s shareholders to decide on certain matters, such as amendments to the articles of association, capital increases or reductions and mergers. Please refer to 2.2 Types of Decisions.

The division of decision-making powers between the management body and the shareholders is as follows.

Management Body

For limited liability companies by quotas, Article 383 of the MCC stipulates that directors manage and represent the company. However, under paragraph 9 of Article 386, shareholders may also adopt binding resolutions in management matters, and directors are obligated to comply with them. In limited liability companies by shares, under Article 465, management belongs to the board of directors, and the company is bound by the acts of a majority of its members, unless the articles of association provide otherwise, under paragraph 1 of Article 468.

Shareholders

In both limited liability companies by quotas and limited liability companies by shares, shareholders’ exclusive powers relate to amendments to the articles of association, quotas and buyback shares, requesting and returning quasi-capital contributions, approving annual accounts and management reports, profit distribution, the appointment and removal of management and supervisory members, mergers, divisions, transformations, dissolution and the approval of final liquidation accounts.

It should be noted that while shareholders must approve the annual accounts, management reports and profit distribution proposals in both types of companies, the preparation of these documents remains the responsibility of all directors under Article 254 of the MCC.

Regarding the quorum, voting requirements and proposal of resolutions, please refer to 4.3 Shareholder Meetings.

Supervisory Board or Sole Supervisor

Except for the specific industries mentioned in 1.2 Corporate Governance Legislation and Regulation, for which there are additional corporate governance requirements, only limited liability companies by shares are mandated to have a supervisory board or a sole supervisor.

The supervisory body has no management power, but it plays an important role in control: contracts entered into directly or through intermediaries between the company and its directors are void unless they receive express prior authorisation via a board resolution supported by a favourable opinion from the supervisory body. It also serves a supervisory function for shareholders; according to Article 256 of the MCC, annual accounts, management reports and profit proposals (along with the underlying inventory) must be submitted to the supervisory body for an opinion at least 30 days before the annual general meeting. Otherwise, shareholders are barred from passing resolutions on these matters.

Company Secretary

In companies where a supervisory board or a sole supervisor must be established, a company secretary must also be appointed. Aside from the first company secretary, who should be designated by the shareholders at the time of incorporation, a company secretary shall subsequently be appointed and removed by the management body from among its members or company employees by resolution, provided for in Article 237 of the MCC. The functions of the company secretary may also be performed by a lawyer hired by the company for such purpose. Unlike other corporate bodies, the company secretary is subordinated to the management body and does not participate in administrative decision-making.

In addition, under Article 238 of MCC, the secretary is legally responsible for managing company books, promoting registration applications and facilitating the exercise of shareholders’ right to information. In addition to other duties conferred by law or the articles of association, the company secretary has the power to:

• certify that translations required by law are true to the original, based on the translator’s declaration;
• act as the secretary for general meetings of shareholders and meetings of the management body, and sign the minutes; and
• certify that copies or transcripts extracted from company books are true, complete and up to date, etc.

Shareholders

The MCC regards shareholders as a collegiate body and provides for three types of resolution under Article 217:

• resolutions passed at a general meeting, pursuant to the rules on calling, attendance and voting;
• written resolutions, whereby each shareholder declares their vote on a written document or on an online platform provided by the public department, without the need to call a general meeting; and
• resolutions passed through postal ballot, if the possibility to do so is expressly set forth in the articles of association.

Unless the articles include specific provisions, there are no precise requirements determining which type of resolution must be passed, although the number of votes required differs depending on the type of company. Regarding the operation of the general meeting, please refer to 4.3 Shareholder Meetings.

Management Body

As described in 2.2 Types of Decisions and 3.1 Board Structure, the management body of limited liability companies by quotas and limited liability companies by shares operates through directors or a board of directors.

A board of directors may also be established for limited liability companies by quotas if expressly provided for in the articles of association, under paragraph 3 of Article 386. For limited liability companies by quotas, in cases where no board exists, directors exercise their functions independently, binding the company according to the number of signatories required by law under Article 386 or by the articles of association. In practice, the representation does not prevent directors from discussing before execution by one or more directors. When a board of directors is established, by mandate of the articles or by law, the company is generally bound by the joint representation of a majority of its directors.

For limited liability companies by shares, the law specifies that ordinary meetings of the board of directors must be convened by the chairperson at least once a month, provided for under paragraph 1 of Article 467. The voting methods previously mentioned for shareholders’ resolutions also apply to limited liability companies by shares, provided for under paragraph 6 of Article 467.

Regarding the quorum for resolution and requirements for binding the company, please refer to 2.2 Types of Decisions and 3.1 Board Structure.

Supervisory Board or Sole Supervisor and Company Secretary

The supervisory body does not possess decision-making authority. To ensure the effective exercise of supervisory functions, the law mandates that before the management body makes certain decisions, it must obtain a concurring opinion or a resolution from the supervisory body under Article 460. Please refer to 2.2 Types of Decisions.

Additionally, the supervisory body may, under Article 242 of the MCC:

• act jointly or individually;
• obtain company books, records and documents from the management body or the company secretary for inspection and auditing purposes;
• obtain information or explanations from the management body or the company secretary regarding any matters within their scope of authority, or any matters in which they have participated or of which they have become aware;
• obtain information necessary for a proper understanding of company activities from third parties who have performed activities on the company’s behalf; and
• attend meetings of the management body.

As referred in 2.2 Types of Decisions, the company secretary likewise possesses no decision-making power.

The management body in Macau companies follows a unitary structure. Directors may act individually or collectively, depending on the type of company and the rules in the articles of association. Where a board of directors is established, it acts as the company’s management organ and may make decisions by majority vote, subject to any special quorum or representation rules in the articles. Please refer to 3.3 Board Composition.

The MCC does not require that board members be engaged in specific areas of company management. However, it explicitly allows for the establishment of an executive committee to delegate its management in both limited liability companies by quotas (Article 386, paragraph 6) and limited liability companies by shares (Article 466, paragraph 1).

In practice, when the board of directors delegates operational management to an executive committee, the board may define the specific scope of responsibility for each committee member.

As mentioned in 2.2 Types of Decisions, the operation of the management body differs between limited liability companies by quotas and limited liability companies by shares.

In limited liability companies by quotas, under Article 386, the company is managed and represented by one or more directors, who may or may not be shareholders. If there is only one director, that director alone binds the company. If there are two directors, they normally have equal management powers, and the company is liable for acts performed by either one of the directors. However, if the articles of association require a joint decision of these two directors, the company is only liable for acts performed by both directors together. Thus, the director does not function as a collegial body, but acts through directors unless the articles of association provide the contrary.

In limited liability companies by shares, management is entrusted to a board of directors, consisting of at least three directors. Under Article 465, the board manages the company’s business and represents it, unless management powers are delegated to a managing director or an executive committee, composed of several directors. Regarding company liability, legal acts entered into or ratified by a majority of the directors bind the company, unless otherwise stipulated in the articles of association (Article 468, paragraph 1).

A director’s mandate may be terminated at any time by a shareholders’ resolution, without prejudice to any compensation rights that may arise, particularly if terminated without cause. Shareholders holding at least 10% of the capital may also apply to the court for the removal of a director for cause (Article 463).

Directors are elected by shareholders during the annual general meeting (Article 220 of the MCC, paragraph 1c). If a director dies, is removed or resigns during the term, shareholders may conduct an election at an extraordinary general meeting (EGM) to fill the vacancy (Article 220, paragraph 3).

Shareholders may remove directors at any time, even if removal is not on the agenda of the general meeting (Article 220 of the MCC, paragraph 2; Article 389, paragraph 1; and Article 463, paragraph 1). The articles of association can establish that the removal of one or more directors has to be resolved by a qualified majority (Article 389, paragraph 2). Where a shareholder has to be granted a special right to manage the company and that right is set out in the articles of association, that shareholder may only be removed by court decision, not by a shareholders’ resolution (Article 389, paragraphs 3 and 4).

A director may also be removed for cause, by court decision, on the application of a shareholder or another director (Article 389 of the MCC, paragraph 5; and Article 463). It is qualified as a justified cause when there is a material or continuous breach of the directors’ duties, understood as:

• the failure or undue delay to register facts or acts that must be registered;
• the failure to maintain the company’s books in proper order and to keep them updated; and
• the exercise of competing activities by the director (Articles 389 and 463).

For matters regarding quorum, voting requirements and the proposal of resolutions, please refer to 4.3 Shareholder Meetings and 3.8 Breach of Directors’ Duties.

Although the MCC does not explicitly adapt the term “independence”, Article 235 of the MCC stipulates that members of a company’s management body must always act in the company’s best interests and with the care of a reasonable business person (bonus pater familias). The independence of directors in corporate governance is implicitly integrated into this concept of a reasonable business person. This is an objective standard, requiring directors to possess the knowledge, technical skills and diligence appropriate to their position. This duty includes a duty of loyalty, which mandates that directors must prioritise the company’s best interests and must not allow personal interests to conflict with their professional duties.

As the law employs an indeterminate concept, it requires judicial interpretation by the courts to elaborate on the meaning of a reasonable business person; thus, its application depends on the specific circumstances of each company.

Regarding the regime for limited liability companies by shares, the MCC contains two express provisions addressing conflicts of interest:

• in relation to related-party transactions, it is stipulated that contracts between the company and its directors typically require prior approval by the board of directors or the supervisory board – otherwise, such contracts may be rendered invalid under Article 460; and
• in board resolutions, if a board member has a conflict of interest regarding the matter under resolution, that member is prohibited from voting on the resolution (Article 467, paragraph 6).

Although the aforementioned provisions are categorised for limited liability companies by shares, the corresponding rules can be derived from the fundamental principle imposed upon a “reasonable business person” and should likewise apply to other types of companies, including limited liability companies by quotas.

Please also refer to 3.6 Legal Duties of Directors/Officers and 3.7 Responsibility/Accountability of Directors.

In addition to the requirements mentioned in 3.5 Independence of Directors, the MCC stipulates other significant duties for directors.

• Under Article 206, if the annual accounts shows that the company’s net asset value has fallen below half of its share capital, the management body must propose the following: if shareholders do not contribute the cash required to restore the company’s assets to the level of its share capital within 60 days of the approval of the annual accounts, the company shall be dissolved, or its capital reduced.
• Furthermore, under Article 254, at the end of each financial year, the management body must prepare the annual accounts, the annual report and a proposal for the application of profits. However, if all shareholders are also members of the management body and the company has no supervisory board or sole supervisor, the annual report and the profit application proposal may not be required.
• Additionally, Article 194 stipulates that the company must ensure equal treatment of shareholders. The fulfilment of this duty relies entirely on the directors, as the management body represents the company and is accountable to the shareholders. This duty is reflected in the shareholders’ right to information stipulated in Article 209, as in most cases, the scope of this right does not depend on the shareholder’s percentage of shareholding. Whether shareholders can effectively exercise this right depends on whether the directors have fulfilled their duty to ensure equal treatment.

In special laws, the legal framework can also establish specific duties of directors.

Please also refer to 3.7 Responsibility/Accountability of Directors.

Under the legal framework of Macau, directors’ duties are primarily owed to the company. Directors are regarded as the company’s representatives as the primary legal liability is towards the company as a legal entity, rather than individual shareholders. Although the duty is owed to the company, directors must be accountable to the shareholders as a whole during the general meeting. This is reflected in the directors’ obligation to ensure equal treatment of shareholders and to respect their right to information.

When discharging their duties, in addition to considering the best interests of the company, directors must also take into account the interests of the following groups.

• Creditors: When the company’s net asset value falls below half of its share capital, under Article 206, directors have a legal obligation to propose that shareholders inject new fund for capital, reduce capital or dissolve the company. One of the core purposes of this regulation is to protect creditors by preventing the company from continuing operations under conditions of insufficient assets. If a director violates the law or the articles of association, causing damage to company assets that affects the creditors’ recovery, creditors may hold the director liable, under specific conditions.
• Employees: Although the definition of a “reasonable business person” in the Commercial Code is relatively abstract, in practice and legal theory, directors must also comply with the Macau Labor Relations Law while pursuing company interests to ensure that the legitimate rights and interests of employees, such as wage payments and a safe environment, are implemented.
• Public and social interests: For specific types of companies, such as regulated financial institutions, the law requires directors to consider social public interests or market stability during decision-making.

Under the MCC, the mechanisms for enforcing directors for breaching their duties are various, with legal consequences covering both civil and criminal aspects.

• The company may bring a damages claim against a director. This requires a resolution passed by the general meeting of shareholders, provided for by Article 247. If the general meeting refuses to act, minority shareholders fulfilling the statutory shareholding threshold as prescribed by Article 248 may bring the claim on the company’s behalf.
• If a director’s conduct directly harms the individual rights of a shareholder, such as by violating the right to information or profit distribution, that shareholder may sue in their own name under Article 250. Likewise, where the company’s assets are insufficient to satisfy its debts because of a director’s breach – for example, failing to take action when net assets fall below half of the share capital – creditors may bring a claim against the director.
• When a director breaches their duties repeatedly, constituting a just cause for removal, the general meeting may remove the director from the management body (Article 389, paragraph 4; and Article 463, paragraph 1). If the general meeting fails to act, or if the director is also a controlling shareholder, one or more shareholders holding at least 10% of the company’s capital may petition the court for judicial removal (Article 463, paragraph 2).
• Furthermore, a controlling shareholder who exercises control, either individually or through others, to the detriment of the company or other shareholders shall be liable for the resulting damages. Directors shall be held jointly and severally liable with the controlling shareholder if they perform any act, or enter into a contract with a company in which they are a controlling shareholder on unequal terms, for their own benefit or that of a third party, or when they fail to prevent such acts or contracts despite having the power to do so (Article 212, paragraph 4).

In cases involving public interest, or where a director’s conduct constitutes a criminal offence, the public prosecutors may ex officio conduct a criminal investigation to pursue criminal liability.

In addition to resolutions by the general meeting to initiate lawsuits, and lawsuits filed by shareholders meeting the threshold when the company does not execute such resolutions, the following remedies also exist.

• Judicial inspection: If shareholders have sufficient reason to suspect serious irregularities in the company’s operations, they may apply to the court for a judicial inspection. The court can appoint an auditor to investigate and clarify the facts, serving as a basis for subsequent accountability (Article 211).
• Creditor’s subrogation rights: When a company’s assets are insufficient to settle its debts and the company itself fails to exercise its right to claim damages from directors, creditors may exercise this right on the company’s behalf, by subrogation to demand that directors fulfil their liability to the company and subsequently to the creditors (Article 249, paragraph 2).
• Administrative liability in regulated sectors: In specific industries such as finance or gaming, if a company faces administrative fines from regulatory bodies, such as the Monetary Authority of Macao (Autoridade Monetária de Macau – AMCM) or DICJ, for violating specific regulatory laws, directors may be held jointly and severally liable for these fines. For example, a director of a financial institution who violates management regulations could face fines ranging from MOP20,000 to MOP3 million (Article 121 of Law 13/2023 Legal Framework for the Financial System).

Regarding the civil liability of directors, it should be noted that while the MCC does not detail this specific rule in practice, if a director can prove that their decision was based on sufficient information and made in good faith, and that they acted as a reasonable business person, they are generally not considered negligent and are exempt from compensation, even if the decision ultimately resulted in a loss for the company.

Furthermore, whether a director’s civil liability can be limited through the articles of association is a subject of debate. In practice, there are two common methods to limit director liability.

• Directors and officers insurance: The company can maintain insurance for its directors. This is the most effective way to transfer legal fees or damages arising from management negligence within the scope permitted by law.
• Indemnification clauses: The company may stipulate that it will indemnify directors for civil liabilities incurred by third parties while performing their duties, provided such liabilities were not caused by voluntary misconduct or gross negligence.

Unless the articles of association specify a fixed amount or a specific calculation formula, the remuneration of directors must be determined by a resolution at a general meeting of shareholders (Article 387, paragraph 1 of the MCC; and Article 459, paragraph 2). All remuneration must be reported to the tax authority for professional tax purposes. Payments made without proper shareholder resolution may be deemed null and void, and the company can demand a full refund of the unauthorised earnings.

Directors who approve or receive excessive or unauthorised remuneration may be liable for damages to the company for breach of their duty of diligence and loyalty, apart from criminal liability. Shareholders fulfilling legal threshold may initiate a civil claim to recover misspent corporate funds if the company fails to act.

Details of remuneration and benefits must be disclosed to shareholders during the annual general meeting as part of the annual report or financial statements. Companies in which the Macau government is a shareholder are subject to stricter regulations and must disclose more detailed operational and financial data to the public. Please refer to 1.2 Corporate Governance Legislation and Regulation.

The MCC governs the relationship between a company and its shareholders. The company is an independent legal entity that is separate from the identity of its shareholders. The fundamental obligation of a shareholder is to contribute capital to the company, while they also have the right to share in the company’s dividends. Shareholders exercise their rights by participating in the general meeting, where they decide on major corporate matters such as amending the articles of association, approving annual reports and appointing directors. Regarding shareholder rights, it is essential to note that the company has a legal obligation to treat all shareholders equally. Please refer to 3.6 Legal Duties of Directors/Officers.

The general public can access company records, depending on the type of company.

• Limited liability companies by quotas: Anyone can apply for a company search at the Commercial and Movable Property Registry to view the most up-to-date list of shareholders and check their names, addresses and the specific amount of capital (quotas) held by each shareholder (Article 69 of Commercial Registration Code).
• Limited liability companies by shares: Except for the founding shareholders at the time of incorporation, subsequent changes in shareholding are generally not disclosed to the public. The identities of shareholders are recorded in the company’s internal “Share Register”, and the public cannot access details regarding these subsequent shareholders through the official registry.

Generally, the MCC follows the principle of separation of ownership and management. The board of directors is responsible for daily operations, while shareholders exercise authority through resolutions. However, the involvement of shareholders in a company’s management is possible, depending on the legal type of the company.

• Mandatory resolutions: For matters that fall under the exclusive competence of the shareholders by law, such as amending the articles of association, capital increases, mergers, dissolution or approval of annual accounts, shareholder resolutions are binding. Management must execute these resolutions taken by general meeting; otherwise, the actions lack legal validity.
• Limited companies by quotas: Shareholders exert stronger control over management. The law allows the general meeting to issue specific instructions to the directors, though directors must still adhere to their duties of acting as reasonable businesspeople.
• Limited companies by shares: Unless invited by the board of directors, the general meeting cannot issue specific directives to the board regarding management matters, such as signing a specific commercial contract (Article 449).

Aside from the aforementioned measures, shareholders can influence management through the appointment and removal of directors and the approval of annual reports.

It is mandatory to hold an annual general meeting within the first three months after the end of the business year in order to resolve the following matters:

• approval of the balance and of the profit and loss account;
• approval of the directors’ report;
• allocation of annual results; and
• election of directors and, where applicable, the supervisory body.

The notice convening the meeting must state that the relevant documents are available at the company’s registered office or, when it is permitted by the articles of association, on the company’s website for the shareholders to check (Article 222 of the MCC, paragraph 2).

In limited liability companies by quotas, the calling notice must be sent to the shareholders at least 15 days before the actual date of the meeting. The articles of association may shorten the notice period to a minimum of seven days. In a limited liability company by shares, the notice must also be sent at least 15 days before the actual date of the meeting, but the law does not provide for the possibility of shortening that period.

If there are any issues that, by law, are subject to the resolution of the shareholders after the annual general meeting of shareholders, shareholders holding 10% of the share capital can call an EGM. If such issues may imply any influence on the company’s interests and are subject to the resolution of shareholders, the directors, the chair or the supervisory body should call an extraordinary meeting (Article 220, paragraph 3). Shareholders can also call EGMs. The requirements for calling EGMs, the mandatory contents of the calling notice and the notice period are the same as for annual general meetings.

In limited liability companies by quotas, as a general rule, resolutions on changes to the articles of association – and on any merger, demerger, transformation or winding-up of the company – require favourable votes corresponding to at least two-thirds of the capital. Resolutions with regard to other matters (eg, the exercise of pre-emptive rights, the exclusion of shareholders and amortisation of their shares) only require favourable votes of the majority of the capital if the general meeting resolves in first call, or by the majority of the capital present or represented on second call (Article 382).

In limited liability companies by shares, resolutions on changes to the articles of association – and on any merger, demerger, transformation or winding up of the company – require the presence of at least a third of the capital (opening quorum) and favourable votes of at least two-thirds of the capital present or represented (deliberative quorum). If resolving in a second call, the opening quorum is waived (Article 453).

In either type of company, if a resolution is not passed with the minimum quorum required by law or the articles of association, it is deemed as not passed.

Please refer to 3.8 Breach of Directors’ Duties and 3.9 Other Claims/Enforcement Against Directors/Officers.

Currently, Macau does not have a domestic stock exchange or a developed listed-company regime, so there is no Macau-specific public-company disclosure framework comparable to that of major securities market. Please refer to 1.3 Companies With Publicly Traded Shares.

All companies in Macau must comply with annual financial reporting obligations. The management body must prepare the annual accounts and management report for the preceding financial year within three months of the financial year-end, which is usually March 31st. These documents must then be submitted to the general meeting for approval (Article 220, paragraph 1a).

Certain companies must have their accounts audited. In particular, limited liability companies by shares and limited liability companies by quotas with a share capital of MOP1 million or more, and those where the total assets or turnover exceed the relevant thresholds, must appoint a supervisory board or auditor to audit the accounts and issue an opinion.

Macau law generally does not require private companies to submit quarterly or semi-annual reports. However, in regulated industries, such as banking, insurance and gaming concessions, these companies are bound by specific regulatory bodies, such as the AMCM or DICJ, and must periodically, usually on a quarterly basis, submit detailed financial statements and operational data to the official bureaus.

All companies must also submit an annual income declaration to the Financial Services Bureau (Direcção dos Serviços de Finanças – DSF) between February and June each year for complementary tax purposes.

Macau law does not impose a general requirement for companies to disclose their corporate governance arrangements publicly. Currently, the regulatory focus is on internal disclosure, while only specific types of enterprises require public disclosure. For general private companies, disclosure requirements regarding governance are relatively simplified. The board of directors must mention the company’s management and operations in the annual report as the law does not mandate detailed disclosure.

Legal and regulatory bodies impose stricter requirements on certain sectors. In the insurance industry, the AMCM has established specific corporate governance guidelines. These insurance companies must disclose their governance structure, functions of various committees, internal control systems and remuneration policies in their annual reports. Gaming concessionaires are required to submit detailed reports to the DICJ regarding changes in key positions and financial structures to ensure their continued suitability for operation (Law 16/2022 Legal Regime for Operating Games of Chance in Casinos, Article 29, paragraph 2).

Public capital enterprises that are governed by Law 16/2023 Legal Framework for Publicly Owned Enterprises must publish governance details online, including their organisational structure, membership lists, operational goals, performance, and procedures for major asset disposals and procurement (Article 29).

Companies must be registered with the Commercial and Movable Property Registry. The Registry is responsible for conducting formal and substantive legality reviews of submitted registration requests to ensure that corporate actions comply with the Macau Commercial Registration Code and the MCC. The Registry is responsible for maintaining the commercial credit database of all companies in Macau and providing official certificates to ensure the security of commercial transactions.

Companies are required to submit a series of documents to the Registry, most of which are publicly available. These include the act of incorporation, the articles of association, a list of members of the management body, a list of shareholders and their capital contributions, the registered office address and the declarations of acceptance of office (Articles 5 and 35 of the Commercial Registration Code). Companies have to request registration within 15 days from the date of incorporation (Article 187 of MCC).

Additionally, all companies must complete tax registration with the DSF before commencing business operations. Failure to submit tax filings on time may result in administrative fines ranging from MOP200 to MOP100,000, depending on the nature of the violation (Article 37 of Law 15/77/M Business Tax).

Under the legal framework of Macau, a company’s obligations regarding AML are governed by Law No 2/2006 Prevention and Suppression of the Crime of Money Laundering and its supporting regulations (eg, Administrative Regulation No 7/2006, Instruction No 2/2006, issued by DICJ).

• Suspicious transaction reporting: If a company, financial institution, gaming operator or designated non-financial professional identifies any signs that assets may originate from criminal activity, they must submit a suspicious transaction report to the Financial Intelligence Office (Gabinete de Informação Financeira – GIF).
• Beneficiary identification: Companies must identify and verify the identity of their customers and ultimate beneficial owners (UBOs). They must also maintain these records, typically for five years, for inspection by regulatory authorities.
• Large cash transaction reporting: Some profressionals, such as jewellers and real estate agents, must comply with specific record-keeping and reporting obligations for cash transactions exceeding the threshold, which is usually MOP120,000.

Beyond the company’s obligations as a legal entity, members of the administrative body, the directors or the company secretary must also fulfil these duties when preparing or executing activities for a client within their scope of businesses. The company’s liability does not exclude the personal liability of individuals. Directors may face both criminal sanctions and administrative fines in relation to personal responsibility.

In addition to the requirements mentioned in 1.2 Corporate Governance Legislation and Regulation, where a company must appoint an independent auditor if it is a requirement to have a supervisory body or if the company is classified as a Group A taxpayer for complementary tax, it is not normally a requirement to contract an external auditor to audit the company’s financial statements.

However, in regulated sectors such as banking, insurance and gaming concessions, annual external audits are legally mandatory regardless of the company’s size or capital.

Under the current legal system in Macau, there is a close relationship between geopolitical risk, national security and the implementation of international sanctions. The national security framework in Macau has expanded from traditional military and political security to non-traditional fields such as economics, culture and finance to address external interference triggered by geopolitical factors.

In terms of corporate governance, the board of directors must ensure that the company does not participate in any activities that endanger national security. According to Law 2/2009 Law on Safeguarding National Security, under Article 16, if a company is suspected of national security crimes, it may face not only fines but, in the most severe cases, compulsory dissolution by court order. Therefore, directors are expected to supervise the implementation of strict compliance procedures and ensure rigorous identification of UBOs to prevent the company from being exploited for money laundering or financing activities that endanger national security.

In specific regulated industries like gaming, the director of the DICJ has officially joined the Committee for Safeguarding National Security, as established by Law 2/2026. This has strengthened national security review and supervision within the gaming industry. Furthermore, after hearing the opinion of the Gaming Commission, the chief executive may terminate a gaming concession based on threats to the security of China or Macau SAR.

Regarding the enforcement of international sanctions, Law No 6/2016 Asset Freezing Regime serves as the foundation for Macau’s implementation of international sanctions, where the government can implement immediate asset freezing of individuals or entities involved in terrorism or the financing of the proliferation of weapons of mass destruction, in accordance with United Nations Security Council resolutions (Article 1).

The entities identified in 5.4 Global Anti-Money Laundering, particularly financial institutions, gaming operators and designated non-financial professionals – including their boards of directors – have to comply with strict compliance and supervisory obligations. They are prohibited from directly or indirectly providing assets to, or utilising assets for the benefit of, persons designated in UN decisions, and they have an obligation to provide information – for example, if it is discovered that the company holds or manages property belonging to a designated person, the board must ensure that a report is submitted to the Asset Freezing Coordination Commission within two working days (Article 16, paragraphs 1 and 2). The board of directors must approve and periodically review the company’s sanctions compliance manuals and policies. They must ensure that the compliance department receives adequate technical support and professional manpower, and verify that employees receive relevant training to understand the importance of these legal requirements.

Under Macau law, the MCC does not explicitly adopt the term “environmental, social and governance”. However, the annual report prepared by the board of directors is required to explain the development of the company’s business. While these reports traditionally focused on financial aspects, modern governance trends necessitate the inclusion of risks that significantly impact the company’s continuity, which indirectly covers environmental and social risks. Furthermore, regulations regarding labour laws and social security require companies to record and report data on occupational safety, employee training and equal opportunity.

Regarding gaming concessions, following the amendment of the Gaming Law in 2022 and the strengthening of the national security and governance framework in 2026, concessionaires have to bear the responsibility and submit reports to the government detailing specific progress in areas such as support for SMEs, environmental protection, the mobility of local employees and fulfilment of criteria for responsible gaming. The government conducts a review of concessionaires every three years, where contributions to industrial diversification and social welfare serve as key indicators for evaluating their eligibility to operate (Article 16 of Law 16/2001 Legal Regime for the Operation of Gaming in Casinos). These reporting requirements for gaming concessionaires have become a core element of the operational compliance of ESG.

In Macau, there have been no significant legislative changes or material shifts regarding ESG reporting. The current requirements continue to rely on the general disclosure principles of the MCC and sector-specific regulations, such as for gaming, without new ESG-specific requirements being introduced at this stage.

Under the current legal framework of Macau, there is no single statute or specialised regulation specifically targeting board oversight of artificial intelligence (AI). However, the board’s supervisory duties regarding AI are scattered across existing commercial, cybersecurity and industry-specific regulatory requirements. Currently, these requirements focus on risk and control rather than issues concerning board composition or specific committee mandates related to AI.

Regarding general corporate provisions, according to the MCC, directors have to act diligently towards the company. When a company introduces AI technologies, such as automated approvals, algorithmic trading or data mining, the board is expected to ensure that the application of AI does not cause the company to violate existing laws, especially Law No 8/2005 Law for Personal Data Protection.

In the regulated banking sector, the AMCM issued the revised Guideline on Management of Risk in Electronic Banking (Circular No 005/B/2023-DSB/AMCM) in 2023. This guideline clarifies the principles for managing key risks and provides guidance for authorised institutions to identify, assess and manage risks associated with electronic banking from both technical and operational perspectives. These revisions include enhancing security measures for providing financial products and services to customers via online banking, self-service terminals and telephone banking channels, as well as adding requirements for establishing fraud monitoring mechanisms to identify, mitigate and reduce risks brought about by fraud.

There are no specialised AI governance frameworks or specific developments in this area in Macau. AI-related strategy and risk oversight are generally managed by the board under existing commercial and data protection laws, as currently there is no governance framework for AI-specific functions, aside from the standard regulation for the banking industry.

Under the Macau legal framework, although there is currently no specialised legislation specifically targeting AI, similar to the EU’s AI Act, the legal liabilities faced by directors and officers arising from the use of AI stem from the duty of diligence under the Commercial Code. Please refer to 3.6 Legal Duties of Directors/Officers.

There is currently no specialised law that requires companies to provide specific disclosures regarding their AI strategy, governance or risks in annual reports or prospectuses.