MACAU SAR, CHINA Law and Practice Contributed by: João Nuno Riquito, Bruno Almeida, Belmiro Leong and Kimberley Cheong, Riquito Advogados
Riquito Advogados Suite 1104 AIA Tower 251A-301, Avenida Comercial de Macau Macau SAR
Tel: +853 2838 9918 Fax: +853 2838 9919 Email: jnr@riquito.com Web: www.riquito.com
In a limited liability company by quotas, the capital is divided into shares designated as “quotas” and eve- ry shareholder is jointly liable for the payment of the other shareholders’ shares (Section 356). The maxi- mum number of shareholders is 30 (Section 358). The share capital of this type of company shall correspond to the sum of the nominal value of all quotas, with a minimum of MOP25,000 (Section 359). In a limited liability company by shares, the minimum number of shareholders is three (individuals and/or entities), while the registered share capital cannot be less than MOP1 million. The share capital is split into shares, all with the same nominal value, each of which cannot be lower than MOP100. Shareholders are only liable for the payment of the value of their subscribed shares (Section 393). 1.2 Types of Company Used by Foreign Investors Before incorporating a new company, investors gener- ally assess which type best suits their goals and needs by taking into account determining factors such as the number of shareholders, the minimum amount of share capital, shareholders’ rights, etc. Limited liability companies by quotas and limited liability companies by shares are the options most commonly chosen by foreign investors in the Macau SAR due to the fact that they provide the most protection against personal responsibility for the company’s debts or liabilities. Please refer to 1.1 Types of Company for the charac- teristics of each type of company and 1.6 Minimum Number of Shareholders for the nationality or resi - dence requirements for investors.
1. Types of Company, Share Classes and Shareholdings 1.1 Types of Company Commercial companies can only be incorporated in the Macau SAR by adopting one of the following forms set forth in the Commercial Code: • 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 ) (Section 174 of the Macau Commercial Code, or MCC). In general partnerships, each partner is subsidiarily liable with the company and jointly liable with other partners for the company’s debts, even with regard to debts constituted before the individual/entity took a shareholding position (Section 331). The partners can contribute with capital or with industry (Section 332), and the articles of association shall value the con- tributions in industry to determine the profit-sharing structure (Section 333). Limited partnerships can be created in the form of simple limited partnerships ( comandita simples ), or in the form of limited partnerships by shares ( comandita por acções ) when the shareholding of the partners with limited liability ( sócios comanditários ) is repre- sented by shares ( acções ).
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