MACAU SAR, CHINA Law and Practice Contributed by: João Nuno Riquito, Nelson de Azevedo, Belmiro Leong and Kimberley Cheong, Riquito Advogados
rules in the articles. Please refer to 3.3 Board Com- position . 3.2 Board Members The MCC does not require that board members be engaged in specific areas of company management. However, it explicitly allows for the establishment of an executive committee to delegate its management in both limited liability companies by quotas (Article 386, paragraph 6) and limited liability companies by shares (Article 466, paragraph 1). In practice, when the board of directors delegates operational management to an executive committee, the board may define the specific scope of responsi - bility for each committee member. 3.3 Board Composition As mentioned in 2.2 Types of Decisions , the opera - tion of the management body differs between limited liability companies by quotas and limited liability com - panies by shares. In limited liability companies by quotas, under Arti - cle 386, the company is managed and represented by one or more directors, who may or may not be shareholders. If there is only one director, that director alone binds the company. If there are two directors, they normally have equal management powers, and the company is liable for acts performed by either one of the directors. However, if the articles of associa - tion require a joint decision of these two directors, the company is only liable for acts performed by both directors together. Thus, the director does not func - tion as a collegial body, but acts through directors unless the articles of association provide the contrary. In limited liability companies by shares, management is entrusted to a board of directors, consisting of at least three directors. Under Article 465, the board manages the company’s business and represents it, unless management powers are delegated to a man - aging director or an executive committee, composed of several directors. Regarding company liability, legal acts entered into or ratified by a majority of the direc - tors bind the company, unless otherwise stipulated in the articles of association (Article 468, paragraph 1).
Regarding the quorum for resolution and requirements for binding the company, please refer to 2.2 Types of Decisions and 3.1 Board Structure . Supervisory Board or Sole Supervisor and Company Secretary The supervisory body does not possess decision- making authority. To ensure the effective exercise of supervisory functions, the law mandates that before the management body makes certain decisions, it must obtain a concurring opinion or a resolution from the supervisory body under Article 460. Please refer to 2.2 Types of Decisions . Additionally, the supervisory body may, under Article 242 of the MCC: • act jointly or individually; • obtain company books, records and documents from the management body or the company secre - tary for inspection and auditing purposes; • obtain information or explanations from the man - agement body or the company secretary regarding any matters within their scope of authority, or any matters in which they have participated or of which they have become aware; • obtain information necessary for a proper under - standing of company activities from third parties who have performed activities on the company’s behalf; and • attend meetings of the management body. As referred in 2.2 Types of Decisions , the company secretary likewise possesses no decision-making power.
3. Directors and Officers 3.1 Board Structure
The management body in Macau companies follows a unitary structure. Directors may act individually or col - lectively, depending on the type of company and the rules in the articles of association. Where a board of directors is established, it acts as the company’s man - agement organ and may make decisions by majority vote, subject to any special quorum or representation
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