MACAU SAR, CHINA Law and Practice Contributed by: João Nuno Riquito, Nelson de Azevedo, Belmiro Leong and Kimberley Cheong, Riquito Advogados
express prior authorisation via a board resolution sup - ported by a favourable opinion from the supervisory body. It also serves a supervisory function for share - holders; according to Article 256 of the MCC, annual accounts, management reports and profit proposals (along with the underlying inventory) must be submit - ted to the supervisory body for an opinion at least 30 days before the annual general meeting. Otherwise, shareholders are barred from passing resolutions on these matters. Company Secretary In companies where a supervisory board or a sole supervisor must be established, a company secretary must also be appointed. Aside from the first company secretary, who should be designated by the share - holders at the time of incorporation, a company sec - retary shall subsequently be appointed and removed by the management body from among its members or company employees by resolution, provided for in Article 237 of the MCC. The functions of the company secretary may also be performed by a lawyer hired by the company for such purpose. Unlike other corporate bodies, the company secretary is subordinated to the management body and does not participate in admin - istrative decision-making. In addition, under Article 238 of MCC, the secretary is legally responsible for managing company books, promoting registration applications and facilitating the exercise of shareholders’ right to information. In addi - tion to other duties conferred by law or the articles of association, the company secretary has the power to: • certify that translations required by law are true to the original, based on the translator’s declaration; • act as the secretary for general meetings of share - holders and meetings of the management body, and sign the minutes; and • certify that copies or transcripts extracted from company books are true, complete and up to date, etc. 2.3 Decision-Making Processes Shareholders The MCC regards shareholders as a collegiate body and provides for three types of resolution under Article 217:
• 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 depending on the type of com - pany. Regarding the operation of the general meeting, please refer to 4.3 Shareholder Meetings . Management Body As described in 2.2 Types of Decisions and 3.1 Board Structure , the management body of limited liability companies by quotas and limited liability companies by shares operates through directors or a board of directors. A board of directors may also be established for limit - ed liability companies by quotas if expressly provided for in the articles of association, under paragraph 3 of Article 386. For limited liability companies by quotas, in cases where no board exists, directors exercise their functions independently, binding the company according to the number of signatories required by law under Article 386 or by the articles of association. In practice, the representation does not prevent direc - tors from discussing before execution by one or more directors. When a board of directors is established, by mandate of the articles or by law, the company is generally bound by the joint representation of a major - ity of its directors. For limited liability companies by shares, the law specifies that ordinary meetings of the board of direc - tors must be convened by the chairperson at least once a month, provided for under paragraph 1 of Arti - cle 467. The voting methods previously mentioned for shareholders’ resolutions also apply to limited liability companies by shares, provided for under paragraph 6 of Article 467.
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