Private (alternative) funds enjoy considerable structural flexibility under Investment Fund Law No 11/2025, as they may be organised in any of the three recognised forms: contractual funds, corporate funds (known as collective investment companies; sociedades de investimento coletivo, or SICs), or limited partnership funds (fundos de parceria limitada; FPLs). This broad choice – unique to private funds, since public funds are restricted to contractual or corporate structures – aligns Macau closely with established international practices, particularly in private equity and venture capital.

• Contractual funds establish a segregated pool of assets without creating a separate legal personality. They are governed primarily by a fund management regulation or trust deed, delivering high flexibility and relatively swift setup. Day-to-day execution and asset safekeeping, however, depend heavily on the appointed management entity and, where designated, a custodian.
• Corporate funds (collective investment companies) are constituted as limited liability joint stock companies under the Macau Commercial Code (with modifications introduced by the new law). Investors hold shares that, for protection purposes, are treated similarly to fund units. This form offers robust corporate governance mechanisms but involves greater formalities and procedural requirements.
• Limited partnership funds, reserved exclusively for private funds, mirror classic private equity and venture capital vehicles. A general partner (GP) assumes management responsibility and unlimited liability towards third parties, while limited partners (LPs) benefit from liability protection provided they refrain from involvement in day-to-day management.

Each form has advantages and constraints that align to strategy and investor expectations. Contractual funds are administratively efficient for open-ended public offerings and allow clear segregation of the management and custody roles, with participants holding fungible units. Corporate funds can be attractive for listed or closed-ended strategies and permit self-management subject to specific conditions or appointment of an external management entity under a written management agreement. The limited partnership fund, confined to private fund use, is designed for private equity, venture capital, real assets and other alternative strategies, with flexible capital commitments, GP LP governance, carried interest arrangements, and tailored transfer and default mechanics typical of the asset class.

The law harmonises investor protections across structures by referring to participants’ interests uniformly as “fund units” in contractual funds and “shares” in corporate funds, with express provisions assimilating unit-holder rights to those of shareholders where appropriate.

Management of private funds may be performed by authorised entities – typically investment fund management companies (joint stock company meeting capital, governance and authorisation conditions), banks, financial companies or other entities expressly authorised to manage funds.

Corporate funds may, subject to conditions to be set out in an AMCM circular, operate on a self-managed basis or appoint an external management entity. The law also codifies comprehensive outsourcing rules permitting the appointment of external investment managers for portfolio management, provided they are AMCM-licensed or recognised as prudentially supervised by a foreign competent authority.

Private funds benefit from a filing regime rather than the more rigorous authorisation process required for public funds. This proportionate approach significantly reduces time-to-market and setup costs while maintaining appropriate regulatory oversight.

Under the new framework, the management entity must submit a comprehensive filing to the AMCM at least 15 business days before commencing any fundraising activities. The filing package typically includes:

• the establishment and operating plan;
• draft constitutive documents (eg, management regulation, trust deed, partnership agreement or articles of association, as applicable);
• identification and credentials of the management entity;
• details of any appointed external investment manager;
• details of any designated custodian (where applicable); and
• and any other information that the AMCM may reasonably request.

Once the complete filing is received, the AMCM has 15 business days to raise objections or request additional materials. In the absence of any such communication within this period, the filing is deemed complete, and the private fund may commence fundraising. Even after deemed approval, AMCM retains the right to conduct subsequent spot checks, request supplementary information or take enforcement action if issues are identified.

Investor liability is limited in all recognised private fund forms. Unit-holders in contractual funds and shareholders in collective investment companies are liable only up to their commitments, with statutory segregation of fund assets from the assets of investors, the management entity and the custodian. In limited partnership funds, LPs’ liability is limited to their commitments, whereas the GP bears unlimited joint liability for the fund’s obligations and is responsible for management.

The law’s asset segregation and property independence rules ensure that fund assets remain separate from those of the management entity, custodian and participants.

Private fund management entities must honour tailored disclosure covenants in their constitutive document and provide adequate risk information during fundraising, ensuring investors understand and make autonomous decisions, and must deliver at least an annual audited report to investors and the AMCM within four months of the fund’s financial year end, prepared under the Macau Financial Reporting Standards or the International Financial Reporting Standards (IFRS).

Material events must be notified in advance to investors and the AMCM, including material amendments to constitutive documents, mergers, splits or liquidations, changes of management entity, custodian or auditor, and appointments or changes of external investment manager.

Private funds can be offered only to “professional investors” under the AMCM circular, namely:

• institutional professional investors (governments and public entities, international organisations, licensed financial institutions and comparable foreign institutions, funds and pension funds);
• individual professional investors with an investment portfolio of at least MOP8 million (including joint accounts with affiliates); and
• corporate professional investors with an investment portfolio of at least MOP8 million or total assets of at least MOP40 million.

Policy drivers include establishing government guidance funds and attracting high-quality foreign managers to Macau, supporting institutional participation in private funds.

Alternative fund managers generally operate through licensed investment fund management companies incorporated as joint stock companies. Banks, financial companies and other entities specifically authorised to manage funds may also act as management entities.

The licensing regime for investment fund management companies requires minimum capital (MOP3 million, or MOP5 million if also conducting other asset management business), qualified governance and risk, resource adequacy and own funds at least equal to an operational risk reserve calculated as 15% of the average gross income over the preceding three years, with quarterly reporting.

External investment managers may be appointed if AMCM-licensed or prudentially supervised by a recognised foreign authority, while the management entity remains fully responsible for selection, oversight and access to records.

Offerings must be strictly non-public and limited to professional investors (see 2.2.1 Types of Investors in Alternative Funds), and in Macau the number of offerees/investors for private offerings is capped at 200.

Public communications to non-specific targets via mass media or equivalent indirect channels are prohibited; financial institutions must verify and retain records of investor qualification before distributing private products.

Private funds are governed by the Investment Fund Law’s private fund chapter and the AMCM’s private fund circular, which set fundraising, investor qualification, filing, operations, disclosure and sales rules.

Custody for private funds is optional; if a custodian is appointed, it must be qualified, and the management entity must oversee it; if not, the manager must adopt adequate asset-protection measures.

Non-local custodians may be appointed if prudentially and effectively supervised by a competent foreign authority, and they must comply with Macau investor protection standards, provide information to the AMCM on request and follow AMCM instructions where necessary.

External investment managers may be foreign licensed institutions recognised by the AMCM; outsourcing must preserve the AMCM’s supervisory access and the manager’s responsibility and oversight.

A non-local manager cannot act as the “management entity” of a Macau-domiciled fund without obtaining local authorisation as an investment fund management company, bank, financial company or other entity specifically authorised to manage funds.

Non-local institutions can serve as external investment managers or custodians if they meet the AMCM recognition criteria; offshore private funds marketed in Macau must be sold privately through licensed sales entities to professional investors with appropriate risk disclosures.

See 2.1.2 Common Process for Setting Up Investment Funds.

Macau law does not separately define “pre-marketing” for private funds. The boundary is the prohibition on public communications to non-specific targets. Targeted, non-public discussions with identifiable professional investors are generally permissible if compliant with investor qualification and record-keeping.

Marketing can be conducted by the management entity or through licensed sales entities under a written agreement and must be fair, objective and non-misleading, with clear risk disclosures.

See 2.2.1 Types of Investors in Alternative Funds and 2.2.3 Restrictions on Investors.

Private marketing of Macau domiciled private funds requires completion of the advance filing before fundraising begins; offshore private fund marketing does not require prior authorisation but must be conducted by a sales entity to professional investors with adequate risk disclosures.

Private funds must provide audited annual reports to investors and the AMCM within four months of year end and must notify investors and the AMCM of major matters in advance. Sales entities for offshore private funds may be required to file periodic sales reports and information on Macau marketing activities at the AMCM’s request.

Investor protection is grounded in statutory asset segregation, management entity duties of prudence and diligence, suitability and fair marketing obligations, audited annual reporting and material event disclosure to investors and the AMCM.

The manager must maintain unit registers and robust internal control and risk management; related-party transactions face strict policy and disclosure controls.

The AMCM encourages early engagement. Both the public and private fund guides invite pre-filing/pre-application consultations to surface and resolve issues.

Retail (public) funds may be organised as contractual funds or corporate funds (collective investment companies), with umbrella and other structures supported; in all cases, assets are segregated and participants’ liability is limited to commitments. Contractual funds are well suited to open-ended public offerings and embed clear separation between the management entity and the custodian, with participants holding units redeemable at NAV.

Collective investment companies permit either open-ended operation with variable capital equal to NAV, or closed-ended operation with fixed capital; governance follows an adapted joint stock company model with a board and, where applicable, a supervisory body, and with the possibility of self-management if AMCM conditions are met, or an external management entity is appointed, pursuant to a written management agreement. They are governed by the company law adapted for fund features, with specific provisions on formation documents, governance organs and self-management modalities.

Units in contractual funds and shares in collective investment companies are treated uniformly as fund units for the purposes of the fund law unless a specific provision states otherwise.

Public sub-fund structures are expressly contemplated, with segregation of assets and liabilities at the sub-fund level.

Public funds require prior AMCM authorisation, covering the constitutive documents, management entity and custodian designations, and sales authorisation.

Applications must include a formation and operations plan addressing:

• target investors and expected fundraising scale;
• the fund’s design and investment scope, operational workflows, governance and exit mechanisms;
• constitutive document drafts (fund rules or trust deed, or corporate charter);
• the management custody agreement draft;
• the prospectus and key information document drafts; and
• acceptances by the management entity, custodian and any external service providers.

The AMCM may request further information or modifications, and upon approval publishes the authorisation and lists the fund on its website.

Following authorisation, the management entity must commence the public subscription process within six months, and the fund is established upon reaching any stipulated minimum investor number or minimum subscription by the set deadline – or upon first receipt of subscriptions or asset transfer where no minimum is set. For corporate funds, commercial registration aligns with these establishment mechanics.

The AMCM may reject on grounds of incomplete filings, unqualified management entities or custodians, or inadequate investor protection given complexity, liquidity and risk.

Public fund unit-holders and shareholders are liable only up to their contributions, with statutory asset segregation that protects fund assets from claims of the manager, custodian or other service providers.

Public funds must produce a prospectus and a key information summary covering structure, operation, investment policy and limits, risk factors and warnings, fees, distributions and investor rights. Ongoing obligations include publishing unit values per the disclosed cycle, interim and annual reports, and prompt disclosure of suspensions, material changes and judicial or arbitral proceedings involving fund assets.

The AMCM may prescribe content, format and frequency by circular. An AMCM valuation circular sets standards for valuation, defines NAV error thresholds and remediation, and requires reporting to the AMCM within 30 days of discovery and investor compensation procedures where applicable.

Retail funds may be offered to the general public subject to sales conduct, risk classification and suitability frameworks. Investor profiles include mass market and affluent retail investors accessing open-ended securities funds, as well as institutions and high net worth individuals investing in listed or closed-ended public funds such as real estate funds or index funds.

Specialised public fund types (eg, money market and index funds) must meet product-specific rules.

Retail fund typically operate through licensed investment fund management companies, with banks, financial companies and other entities specifically authorised to manage funds also eligible to act as management entities. Investment fund management company licensing entails minimum capital, governance and resource requirements and own-funds/operational risk reserve compliance.

Corporate public funds may be self-managed under conditions to be set out in an AMCM circular.

There are no categorical restrictions on investor types beyond sales conduct and suitability obligations for retail offerings; the AMCM may impose product-specific limitations by circular – eg, money market fund (MMF)/index.

The Investment Fund Law provides the core framework for retail funds. The AMCM has issued specific circulars for MMFs and index funds:

• MMFs must invest in short-term, high-quality instruments, are prohibited from investing in shares, convertibles, subordinated bonds or equity-linked securities, and must comply with maturity, liquidity and concentration requirements; and
• index funds must track a recognised index with a transparent methodology and maintain tracking disclosures and contingency plans.

See 2.3.2 Requirements for Non-Local Service Providers.

See 2.3.3 Local Regulatory Requirements for Non-Local Managers.

The AMCM reviews completeness, the feasibility of the plan, compliance of documentation, suitability of the management entity and custodian, and investor protection arrangements; external checks on foreign service providers may be conducted. There is no fixed statutory timetable and early engagement is encouraged. See also 3.1.2 Common Process for Setting Up Investment Funds.

There is no separate concept of “pre-marketing” for retail funds. Any public offering activity requires prior AMCM authorisation. Public communications testing investor interest without authorisation risk constituting an unauthorised public offer.

Marketing can be performed by the management entity or through a sales entity under a written agreement. It must be fair, objective and not misleading, and must include prominent risk warnings and clear disclosures of fees and investor rights. The key information summary must be readily available and referenced in marketing materials.

Offshore public fund marketing requires AMCM authorisation through a sales entity with specified disclosures and clear identification that the fund is not established in Macau and may be subject to different regulatory standards.

See 3.2.3 Restrictions on Investors and 3.3.6 Rules Concerning Marketing of Retail Funds.

Marketing authorisation is integrated into the public fund authorisation process for Macau domiciled retail funds. See also 3.3.6 Rules Concerning Marketing of Retail Funds.

Post-marketing obligations for public funds include ongoing publication of NAVs, portfolio data, prices, suspensions, liquidation notices, periodic reports and participants’ meeting resolutions. Material events must be disclosed promptly, and material changes require prior AMCM approval and investor notice with a right to redemption without fees. The AMCM may require sales entities for foreign retail funds to submit periodic sales reports and information on marketing activity in Macau.

Public funds feature robust protections, including:

• functional separation of management and custody;
• custodian verification of asset entitlements, monitoring of operations and compliance with limits, and notification to the AMCM of breaches; and
• participant rights to information and to participate in meetings, and the possible availability of fee-free redemption rights where material changes are authorised.

The AMCM’s specialised product rules for money market and index funds enhance liquidity, credit quality, tracking transparency and contingency planning to protect retail investors.

See 2.3.11 Approach of the Regulator.