MACAU SAR, CHINA Law and Practice Contributed by: João Nuno Riquito, Bruno Almeida, Belmiro Leong and Kimberley Cheong, Riquito Advogados
If the shareholders are denied access to the informa- tion, they can start legal action to enforce such right. If the court finds that access to the information should have been granted, the relevant director(s) may be liable to compensate the shareholder for the damages caused and reimburse them for the expenses they have reasonably incurred. If the shareholder receives false, incomplete or unclear information in respect of the management, they have the right to seek a court order for the judicial examina- tion of the company, which, following the report of the management, is conducted by a registered auditor. The court may order several remedies on account of discrepancies or irregularities found by the auditor, including the winding-up of the company. The appli- cant shareholder may, however, be called to provide a bond before the examination. On the other hand, the misuse of information obtained by a shareholder renders the latter liable for the dam - ages caused to the company, even if access to the information was valid. In general partnerships, further to the rights men- tioned above, all the shareholders who are not direc- tors have the right to be informed about the status of the company’s businesses and its patrimonial situ- ation. The directors shall also let the shareholders inspect the company’s assets and check the com- pany’s accounts, books and documents. While doing so, the shareholder can be accompanied by profes- sionals. Furthermore, the shareholders have the right to check the relevant information and documents before the general meeting. After the date when the calling notice is sent and published, such access shall take place during office hours and at the registered office of the company, and the following can be checked (Section 430): • all documents that are essential to consider before making a resolution in respect of any items includ- ed in the meeting agenda; • the text of the proposal that the board of directors, the supervisory board or the sole supervisor has decided to submit to the general meeting;
• the text of the proposal that any shareholder has submitted to the company, particularly when such shareholder has requested the meeting to be con- vened; and • the complete identification and curricula vitae of people that the board of directors has proposed to take up the company’s corporate positions. Consultation of the elements mentioned above can be done by the shareholder or by anyone who can rep- resent them in the general meeting. The shareholder or their representative can also obtain a copy of these elements and choose to be accompanied by auditors or professionals when consulting them. The articles of association may allow for all such information to be made available on the company’s website, starting from the day when the calling notice is issued. 2.5 Format of Meeting Pursuant to Section 222, paragraph 3 of the MCC, the general meeting can take place at: • the company’s registered office or, if the chair deems it more convenient, at any other place within the Macau SAR; or • a location outside the Macau SAR, subject to the unanimous agreement of the shareholders. If the articles of association allow it and regulate its respective terms and procedure, the general meeting can take place virtually, by telematics, subject to the assurance of the authenticity and security of the com- munications by the company. 2.6 Quorum, Voting Requirements and Proposal of Resolutions Unless otherwise is validly stipulated in the articles of association, all shareholders have the right to partici- pate at the general meeting and to discuss, make pro- posals and vote on any items in the agenda (Section 218). When a conflict of interests arises, the share- holder in question shall not vote, neither by them - selves nor through a representative (Section 219). The rules concerning the manner in which the vot- ing rights are attributed to shareholders, when special quorums are required for resolutions by the general
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