MACAU SAR, CHINA Law and Practice Contributed by: João Nuno Riquito, Bruno Almeida, Belmiro Leong and Kimberley Cheong, Riquito Advogados
meeting and how majorities are formed vary for each type of company (Section 225). There are matters for which the law requires a special quorum (rather than simple majority) for passing reso- lutions. The articles of association may also contain any such stipulation. In limited liability companies by quotas, as a general rule, resolutions on changes to the articles of associa- tion and on any merger, demerger, transformation and winding-up of the company require favourable votes corresponding to at least two thirds of the capital. Resolutions with regard to other matters (eg, the exer- cise of pre-emptive rights, the exclusion of sharehold- ers and amortisation of their respective shares) only require favourable votes of the majority of the capital if the general meeting resolves in first call, or the major- ity of the capital present or represented when resolv- ing on second call (Section 382). In limited liability companies by shares, resolutions on changes to the articles of association and on any merger, demerger, transformation and winding-up of the company require the presence of at least a third of the capital (opening quorum) and favourable votes of at least two thirds of the capital present or represented (deliberative quorum). If resolving in a second call, the opening quorum is waived (Section 453). In either type of company, if a resolution is not passed with the minimum quorum required by law or the arti - cles of association, it is deemed as not passed. 2.7 Types of Resolutions and Thresholds The Commercial Code provides for three types of resolution: • resolutions passed at a general meeting, pursuant to the rules on calling, attendance and voting; • written resolutions, whereby each shareholder declares their vote on a written document or on an online platform provided by the public department, without the need to call a general meeting; and • resolutions passed through postal ballot, if the pos- sibility to do so is expressly set forth in the articles of association.
Unless the articles include specific provisions, there are no precise requirements determining which type of resolution must be passed, although the number of votes required differs according to the type of com- pany. Please see 2.6 Quorum, Voting Requirements and Proposal of Resolutions and 2.8 Shareholder Approval for more detail. 2.8 Shareholder Approval Without prejudice to other matters especially attrib- uted by law to be resolved by the shareholders, share - holders can generally resolve on the following issues (Section 216): • the election and removal of directors and of mem- bers of the supervisory board; • the balance, profit and loss account, and the direc- tors’ report; • the supervisory board or the sole supervisor’s report and opinion; • the application of the financial results of the year; • the modification of the articles of association; • the increase and reduction of the company capital; • the demerger, merger and transformation of the company; • the winding-up of the company; and • the issues that other corporate bodies are not competent to approve, according to the law or the articles of association of the company. Shareholders of limited liability companies by quotas are also competent to resolve on other matters, such as the exercise of pre-emptive rights, the exclusion of a shareholder from the company, or the calling for quasi-capital contributions. Contrary to limited liability companies by quotas (in which the shareholders have the right to resolve on matters of management of the company and directors must act in accordance with such resolutions), share- holders of limited liability companies by shares can only resolve on matters of management when they are specifically asked by the directors to do so. In particular, directors of limited liability companies by shares are competent to resolve on the following management matters, among others:
164 CHAMBERS.COM
Powered by FlippingBook