MACAU SAR, CHINA Law and Practice Contributed by: João Nuno Riquito, Nelson de Azevedo, Belmiro Leong and Kimberley Cheong, Riquito Advogados
1.4 Stock Exchange Requirements Developments
Management Body For limited liability companies by quotas, Article 383 of the MCC stipulates that directors manage and represent the company. However, under paragraph 9 of Article 386, shareholders may also adopt bind - ing resolutions in management matters, and directors are obligated to comply with them. In limited liability companies by shares, under Article 465, management belongs to the board of directors, and the company is bound by the acts of a majority of its members, unless the articles of association provide otherwise, under paragraph 1 of Article 468. Shareholders In both limited liability companies by quotas and limit - ed liability companies by shares, shareholders’ exclu - sive powers relate to amendments to the articles of association, quotas and buyback shares, requesting and returning quasi-capital contributions, approving annual accounts and management reports, profit dis - tribution, the appointment and removal of manage - ment and supervisory members, mergers, divisions, transformations, dissolution and the approval of final liquidation accounts. It should be noted that while shareholders must approve the annual accounts, management reports and profit distribution proposals in both types of com - panies, the preparation of these documents remains the responsibility of all directors under Article 254 of the MCC. Regarding the quorum, voting requirements and pro - posal of resolutions, please refer to 4.3 Shareholder Meetings . Supervisory Board or Sole Supervisor Except for the specific industries mentioned in 1.2 Corporate Governance Legislation and Regulation , for which there are additional corporate governance requirements, only limited liability companies by shares are mandated to have a supervisory board or a sole supervisor. The supervisory body has no management power, but it plays an important role in control: contracts entered into directly or through intermediaries between the company and its directors are void unless they receive
Currently, there is no stock exchange in Macau. As a result, the MCC and Law No 13/2023 do not provide a dedicated regime for the operation of a securities exchange, corporate governance of listed compa - nies or the disclosure of shareholder transactions in a listed company context. That said, the Macau Financial Reporting Standards may require disclosure of certain related-party trans - actions and, in specific cases, shareholder identities. These obligations are not equivalent to a listed-com - pany disclosure regime, but they do introduce some transparency requirements in financial reporting. Please refer to 1.3 Companies With Publicly Traded Shares . Under the MCC, the main corporate organs are the shareholders, the management body, the company secretary and, when required, a supervisory board or a sole supervisor. As previously mentioned in 1.2 Corporate Governance Legislation and Regula- tion , under Article 214, paragraph 2 of the MCC, the appointment of a supervisory board or a sole supervi - sor is required only when a company has ten or more shareholders, issues bonds or is incorporated as a limited liability company by shares – or when its capi - tal, balance sheet total or total income exceeds the limits set by law. Regardless of the type of company, the management body is the only body responsible for managing and representing it. Although most of the company’s deci - sions are made by the directors or the board of direc - tors, Article 216 of the MCC still reserves the right of the company’s shareholders to decide on certain matters, such as amendments to the articles of asso - ciation, capital increases or reductions and mergers. Please refer to 2.2 Types of Decisions . 2.2 Types of Decisions The division of decision-making powers between the management body and the shareholders is as follows. 2. Corporate Management 2.1 Principal Bodies or Functions
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