Incorporation of a Financial Leasing Company
Licensing regime and basic requirements
- A financial leasing company (hereinafter referred to as “proposed institution”) refers to an institution specialising in financial leasing and related businesses. Financial leasing related business activities include:
- Transfer and acquisition of leased property
- Management of leased property
- Foreign exchange transactions, interest rate swaps and currency swaps required for business operations
- Other business activities approved by AMCM
- The proposed institution must be incorporated as a public company or limited company with a minimum capital of MOP 10 million. The institution’s management staff must be sufficiently capable, qualified and experienced to perform their duties, and at least one of them must be a Macao permanent resident with sufficient power to effectively manage the business of the institution.
- Entities planning to submit licence application should contact the Banking Supervision Department of AMCM as early as possible to discuss the relevant plan and approval criteria before the submission, thereby identifying potential issues that may exert significant impact on the application.
- Documents to be submitted to AMCM for the application include:
- An application letter stating the grounds for application, background information of the proposed institution, economic and financial grounds for the relevant business and the future business development plan of the proposed institution.
- A completed “Licensing Application Questionnaire” together with the following documents and information:
- A draft of the articles of association of the proposed institution and the Certificate of Admissibility of Trade Name issued by the Commerce and Movable Property Registry.
- Shareholder information
(a) An organisational chart showing the structure of the group to which the proposed institution affiliates to, and the ownership hierarchy from shareholders with a holding equal to or greater than 5% of the share capital of the proposed institution to the ultimate shareholder(b) Information related to all direct and indirect shareholders.
For each direct or indirect shareholder that is a company:
- A company search report issued by the registration authority where the entity is incorporated, with the issuance date not earlier than three months ago
- A copy of the institution’s articles of association
- The institution’s annual reports and audited accounts (with the latest interim reports, if available) for the preceding three years, containing the personal and professional identification information of its board of directors
- A list and background information of other companies where the company contributes to 10% or more of the capital.
For each direct or indirect shareholder that is an individual:
- Personal and professional identification information
- Financial information, including certification from the bank or audited financial statements of their main business activities;
- A Certificate of No Criminal Conviction;
- A list and background information of other companies where the individual shareholder contributes to 10% or more of the capital.
- If a direct substantial shareholder of the proposed institution is a company, a copy of the resolution of the company’s general meeting on endorsing the relevant application, or a proof of approval by legitimate representatives of the company must be submitted. If the proposed institution is a subsidiary of an overseas institution which is under supervision in its state or territory of origin, a document issued by the supervisory authority in the said state or territory of origin is required, proving that the overseas institution is legally constituted and authorised to establish an institution to run financial leasing business in Macao.
- A comprehensive business plan for at least the first three years describing the following aspects of the proposed institution:(a) Scope and scale of the financial leasing business
(b) Business location, service target (target customers), business operational procedures, management framework and future development plans
(c) Details of the financial, technical and human resources allocation
(d) Detailed feasibility study on the business
- Risk assessment and analysis on the business of the proposed institution and the corresponding risk management measures, internal control system and corporate governance
- Financial projections for at least the first three years of operation, including but not limited to the projected profit and loss account as well as the balance sheet, together with the underlying hypothetical assumptions and detailed description of the rationale of such assumptions
- If the proposed institution is a subsidiary of another institution, a description of the parent institution’s monitoring / reporting channel for the proposed institution
- Personal and professional identification documents, curriculum vitae and Certificate of No Criminal Conviction of the proposed management staff. If the proposed institution is a limited company, information of members of the supervisory board is required.
- Information of the external auditors of the proposed institution.
- Other documents/information which AMCM deems necessary to allow a full analysis of the application.
- Application processing procedure
- After receiving an application, AMCM will first check whether all the required documents/information have been submitted, and will notify the applicant or their representative to submit missing/additional information within the designated time if necessary.
- AMCM’s application processing procedure includes a detailed analysis of the submitted documents and information, as well as external reviews on the background of people involved in the application (such as shareholders and managerial staff), including whether there are any bad records and whether they are engaged in high-risk industries.
- AMCM’s considerations throughout the application assessment include:
- Conformity of the institution’s objective with the economic and financial policies implemented by the SAR Government
- Appropriateness of direct and indirect substantial shareholders and management staff
- Soundness and feasibility of the business plan
- Allocation of resources, including the sufficiency of human, financial and technical resources
- Adequacy of risk management measures, internal control system (including anti-money laundering and counter-terrorism financing mechanisms) and corporate governance
- Structure and characteristics of the group to which the institution belongs;
- Whether the application is in the best interest of Macao’s financial system and whether it involves issues under the attention of other supervisory authorities.
When applicable, the supervision level of the overseas supervision authority will also be taken into consideration, including its supervisory capability and activeness in co-operating with AMCM.
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