MACAU SAR, CHINA Law and Practice Contributed by: João Nuno Riquito, Bruno Almeida, Belmiro Leong and Kimberley Cheong, Riquito Advogados
3. Share Issues, Share Transfers and Disclosure of Shareholders’ Interests 3.1 Share Issues If there is an issue of new shares by new contributions, in a limited liability company by quotas, the existing shareholders are entitled to the pre-emptive right to subscribe the new quotas (Section 363). In a limited liability company by shares, the existing shareholders are entitled to the pre-emptive right to subscribe the new shares, in proportion to the number of shares they owned. This pre-emptive right can be restricted by a resolution of the shareholders (Section 469). 3.2 Share Transfers Limitations on the disposal of shares vary depending on the type of company in question, without prejudice to the limitations that may be agreed upon in the arti- cles of association (within the limits of the law). In general partnerships, any shareholder who wishes to transfer their share (the transferor) must obtain prior unanimous consent from the other shareholders to complete an inter vivos transfer of the shares (Sec- tion 337). In limited partnerships, the transfer (inter vivos or mor- tis causa) of shares of unlimited liability sharehold- ers requires unanimous consent from the remaining unlimited liability shareholders as well as a resolution passed by the majority of the limited liability sharehold- ers; on the other hand, inter vivos transfers of shares by limited liability shareholders require a favourable resolution by the majority of all the remaining share- holders (Section 354). In limited liability companies by quotas, there are no restrictions for the inter vivos transfer of a quota, unless there is a stipulation to the contrary in the arti- cles of association (Section 367). The transfer shall be documented in writing, with certification of signa- ture by a notary and further registration. However, the transfer is only effective vis-à-vis the company after being communicated in writing (Section 366).
Transfers of shares of limited liability companies by shares incorporated by means of public subscription shall be unrestricted, except in respect of those shares that shall be subscribed and paid by the underwriter (Section 407). Transfers of shares of limited liability companies by shares are generally only subject to the limitations expressly set forth in the articles of asso- ciation (eg, pre-emptive right of the existing share- holders). Such limitations shall be expressly referred to in the shares’ scripts. 3.3 Security Over Shares Shareholders are entitled to constitute liens or charges over their shares in a company’s capital, within the limitations set forth in the law and in the articles of association (where applicable). The constitution of liens or charges over shares of gaming concession- aires is subject to prior authorisation from the govern- ment, as per Article 17, paragraph 7 of Law 16/2001. 3.4 Disclosure of Interests In general terms, companies’ books, correspondence and documents are confidential and shall only be dis- closed by a court and in the limited cases prescribed in the law. The identity of companies’ shareholders, however, is available for public consultation at the Commercial and Movables Registry Office in respect of general partnerships, simple limited partnerships and lim- ited liability companies by quotas. The identity of the shareholders of both limited partnerships by shares and limited liability companies by shares is not pub- licly available at the Commercial and Movables Reg- istry Office. However, in limited liability companies by shares, the identity of the dominant shareholder has to be disclosed in the published annual report (Article 472). In certain situations expressly set forth in the law, the company may be obliged to report the identity of its shareholders and any changes in its respective share- holding structure, to a certain extent. For example, gaming concessionaires are obliged to publish a list of their qualified shareholders (holding shares represent- ing 5% or more of the respective share capital) every year, as per Section 31, paragraph 1, subparagraph 1 of Law 16/2001; credit institutions must also publish a
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