MACAU SAR, CHINA Law and Practice Contributed by: João Nuno Riquito, Bruno Almeida, Belmiro Leong and Kimberley Cheong, Riquito Advogados
1.3 Types or Classes of Shares and General Shareholders’ Rights Only limited liability companies by shares can issue shares (Sections 393/2 and 416). The shares can be ordinary or preferred: ordinary shares grant voting rights as well as the right to receive a dividend out of the distributable profits, whilst preferred shares do not grant a voting right, but rather a right to a priority dividend and priority repayment upon the liquidation of the company (Section 408). Regardless of the type of company incorporated, shareholders are generally entitled to: • receive a share of the profits; • elect the board of directors and the supervisory body, receive accounts and reports from them, and start liability actions against them; • obtain information on the company’s activity; and • attend and vote in the company’s general meetings (Section 195). Besides the general rights set out in the Commercial Code, shareholders may create other general or spe- cial rights by means of stipulation in the articles of association. Please see 1.4 Variation of Shareholders’ Rights regarding the creation and removal of special rights. 1.4 Variation of Shareholders’ Rights Special rights may be created, but only through stipu- lation in the articles of association. However, such a provision shall neither determine a fixed share remu- neration to shareholders nor grant certain sharehold- ers a special right to obtain information on the activity of the company (Section 195). Suppression or varia- tion of a special right requires the agreement of its respective beneficiary/holder, unless expressly pro- vided otherwise in the articles of association (Section 184). Rights such as that to receive profits pro rata to the share in the capital and to be appointed or to appoint members of the corporate bodies, or limitations of the right to participate in general meetings, may be cus- tomised in the company’s articles of association and/ or resolved by the shareholders, as applicable. The right to receive profits cannot be changed in such a
manner that a shareholder is prevented from receiving any profits at all. Changes to the articles of association are subject to mandatory registration with the Commercial and Movables Registry Office and are hence available for public consultation. Changes to those rights by means of a shareholders’ agreement are subject to the limitations on scope and enforceability vis-à-vis the company, as referred to in 1.7 Shareholders’ Agreements/Joint Venture Agree- ments . 1.5 Minimum Share Capital Requirements There is no minimum share capital requirement for general partnerships and simple limited partnerships. For limited partnerships by shares, the registered share capital cannot be less than MOP1 million. Please refer to 1.1 Types of Company for minimum share capital requirements in a limited liability company by quotas and in a limited liability company by shares. 1.6 Minimum Number of Shareholders The minimum number of shareholders in each differ- ent type of company is as follows: • general partnerships: two; • simple limited partnerships: two (one shareholder with limited liability and one with unlimited liability); • limited partnerships by shares: four (three share- holders with limited liability and one with unlimited liability); • limited liability companies by quotas: one; and • limited liability companies by shares: three. The shareholders can be individuals and/or entities. People interested in investing in the Macau SAR are welcome to do so via the incorporation of local enti- ties, regardless of their (ie, the investor’s) nationality or residence. However, the investor’s suitability may have to be verified by regulatory authorities prior to their entry in the capital of companies acting in regu- lated sectors such as gaming or financial.
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