MACAU SAR, CHINA Law and Practice Contributed by: João Nuno Riquito, Bruno Almeida, Belmiro Leong and Kimberley Cheong, Riquito Advogados
2.4 Information and Documents Relating to the Meeting All shareholders who are able to take part in a general meeting are entitled to receive a calling notice. If the calling notice is not sent, or if any of the mandatory information is missing, the shareholder illegally pre- vented from taking part in the meeting may invoke the invalidity of the resolutions. Section 209 of the MCC sets the general rule with regard to accessing the company’s documents and information, stating that shareholders have the right to: • check the meeting minutes and books of the gen- eral meeting and the supervisory body; • check the charges and securities book; • check all the documents that should be made available to shareholders before general meet- ings in accordance with the law and the articles of association (such as the documents in respect of the annual accounts, or the proposals submitted to the board of the general meeting in respect of any item on the agenda); • request anything related to the matters on the agenda of the general meeting before voting, from the directors, the sole supervisor or supervisory board and the company secretary, when reason- ably necessary for the informed exercise of the right to vote; • request the directors to provide information in writ- ing regarding the management of the company, particularly in respect of certain transactions or specific business; and • request copies of resolutions or records mentioned in the first four points above. • check the shares registration book; • check the attendance lists, if any; The scope of information the shareholders may access pursuant to requesting the directors to provide information in writing regarding the management of the company can be limited in the articles of associa- tion. Such shareholders with limited liability may be restricted in the exercise of such right if their share- holding is less than 5%.
will be deemed as not having been called and any res- olution passed therein will be deemed null and void. In general partnerships, limited partnerships and lim- ited 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 associa- tion may shorten the notice period up to a minimum of seven days. In limited partnerships by shares and limited liability companies 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 extraordinary general meeting (EGM). If such issues may imply any influ- ence 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 (Section 220, paragraph 3). 2.2 Notice of Shareholders’ Meetings Shareholders can also call EGMs. The requirements for calling EGMs, the mandatory contents of the call- ing notice and the notice period are the same as for annual general meetings; please see 2.1 Types of Meetings, Notice and Calling a Meeting . 2.3 Procedure and Criteria for Calling a General Meeting Shareholders’ general meetings are generally called by the chair of the respective board, with the excep- tion of the first general meeting after incorporation, which shall be called by the shareholders (Section 221). The chair of the board of the general meeting is elected by the shareholders; in their absence, the duty shall be undertaken by any of the directors (Sec- tion 223). If the chair of the board fails to call a general meet- ing when they should have done so, the directors, the supervisory body or the shareholders who have requested the general meeting to be convened can by law call it directly (Section 221).
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