MACAU SAR, CHINA Law and Practice Contributed by: João Nuno Riquito, Bruno Almeida, Belmiro Leong and Kimberley Cheong, Riquito Advogados
• the sale, purchase and charge of assets; • the provision of corporate and real securities by the company; • the opening and closure of business enterprises; and • major changes in the company’s activity. Please see 2.6 Quorum, Voting Requirements and Proposal of Resolutions regarding the percentage of votes necessary for the approval of resolution. 2.9 Voting Requirements Shareholders may be represented at a general meet- ing by one of their peers, by their spouse or by a descendant or ascendant, for the purpose of which a letter will have to be sent to the chair. Shareholders may also be represented by individuals or entities to which they grant a proxy letter. In limited liability companies by shares, rather than following the Commercial Code’s rule of granting one vote for each share, the articles of association may provide that only a certain number of shares will entitle their holder to that right. Shareholders whose individu- al number of shares does not reach that number may form a group, choose a representative from among them and cast a vote. In order to vote on the online platform, the identity of the shareholder has to be verified by means of an electronic identification system. 2.10 Shareholders’ Rights Relating to the Business of a Meeting Please refer to 2.8 Shareholder Approval regarding the matters to be included in the agenda and to be resolved by the shareholders. 2.11 Challenging a Resolution Unlawful resolutions may be challenged, and may be either declared null and void or annulled. Annulment applies to procedural or substantive irregularities, as specified by law. As a general rule, a declaration of nullity may be pur- sued by all shareholders, whilst irregularities sanc- tioned with annulment may only be argued before a court by shareholders who:
• participated in the general meeting and voted with- out the winning majority in an unlawful resolution; • were illegally prevented from participating in the meeting; or • failed to participate because the meeting was not properly convened. Annulment proceedings shall be started within 20 days from the date on which the resolution is passed or the date on which the shareholder had knowledge of the resolution if they have been irregularly prevented from participating in the meeting (Section 229, paragraphs 1 and 3). Alternatively, an action shall be filed up to five years after the date of registration of the respec- tive resolution for those situations the law sanctions with nullity (Section 228, paragraph 3). 2.12 Institutional Shareholder Groups There are no specific instruments through which insti- tutional investors or shareholder groups can influ- ence or monitor the company’s actions; the only way to achieve such purpose is through the exercise of shareholders’ rights. Please see 1.3 Types or Classes of Shares and General Shareholders’ Rights for more detail. 2.13 Holding Through a Nominee In the Macau SAR jurisdiction, there are no special regulations on holding shares through a nominee. The nominal ownership of shares implies the effec- tive ownership of the rights inherent to the shares; consequently, the nominee shareholder is legally empowered to fully and independently exercise all the shareholder rights. If the shareholder wants to hold the shares through a third party, there are no corpo- rate law mechanisms to control the behaviour of the nominee. 2.14 Written Resolutions Please refer to 2.7 Types of Resolutions and Thresh- olds .
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