MACAU SAR, CHINA Law and Practice Contributed by: João Nuno Riquito, Nelson de Azevedo, Belmiro Leong and Kimberley Cheong, Riquito Advogados
management matters, such as signing a specific commercial contract (Article 449). Aside from the aforementioned measures, sharehold- ers can influence management through the appoint - ment and removal of directors and the approval of annual reports. 4.3 Shareholder Meetings It is mandatory to hold an annual general meeting within the first three months after the end of the busi - ness year in order to resolve the following matters: • approval of the balance and of the profit and loss account; • approval of the directors’ report; • allocation of annual results; and • election of directors and, where applicable, the supervisory body. The notice convening the meeting must state that the relevant documents are available at the company’s registered office or, when it is permitted by the arti - cles of association, on the company’s website for the shareholders to check (Article 222 of the MCC, para - graph 2). In limited liability companies by quotas, the calling notice must be sent to the shareholders at least 15 days before the actual date of the meeting. The arti - cles of association may shorten the notice period to a minimum of seven days. In a limited liability company by shares, the notice must also be sent at least 15 days before the actual date of the meeting, but the law does not provide for the possibility of shortening that period. If there are any issues that, by law, are subject to the resolution of the shareholders after the annual general meeting of shareholders, shareholders holding 10% of the share capital can call an EGM. If such issues may imply any influence on the company’s interests and are subject to the resolution of shareholders, the directors, the chair or the supervisory body should call an extraordinary meeting (Article 220, paragraph 3). Shareholders can also call EGMs. The requirements for calling EGMs, the mandatory contents of the call -
ing notice and the notice period are the same as for annual general meetings. In limited liability companies by quotas, as a general rule, resolutions on changes to the articles of associa - tion – and on any merger, demerger, transformation or winding-up of the company – require favourable votes corresponding to at least two-thirds of the capi - tal. Resolutions with regard to other matters (eg, the exercise of pre-emptive rights, the exclusion of share - holders and amortisation of their shares) only require favourable votes of the majority of the capital if the general meeting resolves in first call, or by the majority of the capital present or represented on second call (Article 382). In limited liability companies by shares, resolutions on changes to the articles of association – and on any merger, demerger, transformation or winding up of the company – require the presence of at least a third of the capital (opening quorum) and favourable votes of at least two-thirds of the capital present or repre - sented (deliberative quorum). If resolving in a second call, the opening quorum is waived (Article 453). In either type of company, if a resolution is not passed with the minimum quorum required by law or the arti- cles of association, it is deemed as not passed. 4.4 Shareholder Claims Please refer to 3.8 Breach of Directors’ Duties and 3.9 Other Claims/Enforcement Against Directors/ Officers . 4.5 Shareholders in Publicly Traded Companies Currently, Macau does not have a domestic stock exchange or a developed listed-company regime, so there is no Macau-specific public-company disclo - sure framework comparable to that of major securities market. Please refer to 1.3 Companies With Publicly Traded Shares .
454 CHAMBERS.COM
Powered by FlippingBook