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Laws of Macau |
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(Payment in money)
In companies created through public subscription, capital can only be paid in money.
(Incomplete subscription)
1. A company can only be created if at least 75% of the shares offered to the public are subscribed and if that possibility is foreseen in the project in accordance with subparagraph h) of paragraph 1 of article 397.
2. If the company cannot be created because the shares made available to the public were not subscribed in a sufficient percentage, the promoters shall, within the five business days following the end of the time limit for subscription mentioned in the project, publish notices in which they inform the subscribers of such fact, and also cancel the registration of the project.
3. The same notices shall inform the subscribers that the company shall not be created, and that the capital paid by each of them is available at the credit institution at which the subscription was done; the notices shall be repeated a month later.
(Incorporation meeting)
1. After the time limit for subscription has expired, and if the company can be created, the promoters shall, within the following five business days, call a meeting of all subscribers.
2. Such call, which shall have two dates so that the meeting can take place, if necessary, on a second call, shall comply with the provisions on general meetings of public companies; the meeting shall be chaired by one of the promoters and a lawyer shall act as secretary.
3. Lists of attendance and minutes of the meeting shall be prepared in accordance with paragraph 2 of article 233.
4. All documents related to the subscription and, generally, to the creation of the company shall be made available to the subscribers from the moment of the publication of the call, which shall mention such fact, indicating the place where they can be consulted.
5. On the first date set, the meeting can only function if the promoters are present or represented, as well as subscribers holding or representing three-quarters of the capital subscribed by the public; in such case, resolutions shall be passed by a majority of the votes corresponding to the company capital, each subscribed share having one vote.
6. If, on the second date set, the promoters and subscribers holding or representing half of the capital subscribed by the public are not present or represented, resolutions shall be passed by two-thirds of the votes, each subscribed share having one vote.
7. If the meeting cannot take decisions, in accordance with the previous paragraphs, on any of the dates stated in the call, the company cannot be created; paragraphs 2 and 3 of the previous article shall apply.
8. If the company is not created, all expenses incurred with a view to its incorporation shall be paid by the promoters.
(Resolutions)
1. At the meeting, the promoters shall make a declaration equivalent to that mentioned in paragraph 1 of article 277 and, if a relevant change has taken place, the meeting shall pass a resolution in accordance with paragraph 2 of the same article.
2. If there was no relevant change or if a decision was taken that it is not necessary to reformulate the project, the incorporating meeting shall decide on the creation of the company and on the appointment of the first holders of positions in the company organs.
3. If creation is decided in spite of the fact that the capital was not fully subscribed, the capital shall be lowered to the amount subscribed.
4. If it is decided to reformulate the project or to not incorporate, paragraphs 2 and 3 of article 402 shall apply, with the necessary adaptations.
5. The minutes, which shall be published if the creation of the company is decided, shall have attached a list of attendance of the subscribers, indicating which voted in favor of the creation of the company; the attached list does not have to be published.
6. The rules on nullity, voidability and suspension of resolutions of the general meetings of shareholders shall apply to the resolutions of the incorporation meeting.
7. Such resolutions can also be voided on the basis of a relevant falsehood in the study mentioned in subparagraph f) of paragraph 1 of article 397, but annulment cannot be requested after six months from the registration of the creation of the company, even if the subscriber only gained knowledge of it at a later date.
8. The previous paragraph does not prejudice the civil and criminal liability of the promoters.
(Registration of incorporation)
For the purpose of registration, the act of incorporation consists of the minutes of the incorporation meeting and the respective list of attendance.
(Indirect subscription)
1. A subscription is public even if it is indirectly done by credit institutions authorized by the law to intervene in such operations.
2. In such case, the intervening institutions shall subscribe all capital reserved for public subscription, undertaking the obligation to offer the shares to the public at the price and conditions mentioned in the project.
(Transferability of shares)
Shares of companies created by a public offer are always freely transferable, with the exception of the case mentioned in paragraph 2 of article 396.
RELATIONS OF SHAREHOLDERS WITH THE COMPANY
SHARES AND THEIR PAYMENT
(Types and categories of shares)
1. Shares can be ordinary or preference; ordinary shares grant the right to vote and to a dividend from the distributable profits; preference shares do not grant the right to vote but they confer the right to a priority dividend and to priority reimbursement in the distribution of the balance of a liquidation.
2. Ordinary shares can be divided into different categories if the rights inherent to each category of shares are different.
3. The diversity of rights in ordinary shares can consist in the removal of proportionality regarding the distribution of the profits and the distribution of the assets resulting from the liquidation, but the shares that integrate a certain category must confer equal rights.
4. Preference shares can be redeemable.
(Moment of payment of shares)
1. Payment of shares that must be paid in money can be delayed, up to 75% of their nominal value, provided that the amount paid in money is at least equal to the minimum capital stated in paragraph 1 of article 393.
2. Payment can only be delayed for a time limit no longer than five years, and to a date specified and determined or to be determined by the administration.
3. If the administration has the power to determine such date and it fails to do so, the obligation to pay the shares shall mature five years from the date of registration of the company's act of incorporation or from the resolution on the increase of capital.
4. The amount payable by shareholders cannot be lower than the nominal value of the shares, but it can be higher if an issue premium is demanded.
5. The payment of the issue premium cannot be delayed.
(Liability for payment of shares)
1. Each shareholder is liable only for payment of the shares that he has subscribed; if there is a delay of the contributions in money to a date to be determined by the administration, he will not be deemed in delay before 30 days have elapsed from the notification of the resolution that sets such date.
2. The original subscribers and all other subscribers to whom the shares may have been transferred, under any title, are jointly and severally liable for payment of the shares.
3. If a shareholder or previous holders fall into delay, the administration shall notify them again, stating that an additional time limit of 90 days is given to them to pay the shares subscribed and in delay, plus interest, under penalty of forfeiting to the company the shares and the amount already advanced regarding the payment.
4. If the company was created through public subscription, corresponding notices shall be published, addressed to the subscribers in general, on the date of the sending of the first as well as the second notices.
(Nature of instruments representing shares)
1. Instruments representing shares can be nominative or to bearer, except if the law or the articles of association provide otherwise.
2. The instruments shall be nominative if the shares are not fully paid, if they cannot be transferred by reason of a legal provision, or if the shareholders have a right to pre-emption in their transfer under terms set in the articles of association.
(Conversion of instruments)
1. Bearer instruments can be converted into nominative and nominative into bearer, upon request and at the expense of the shareholder, except for the restrictions mentioned in paragraph 2 of the previous article and others arising from the law or from the articles of association.
2. The company can effect such conversion by replacing the existing instruments or amending the respective text.
(Coupons)
Instruments can have coupons for the collection of dividends.
(Indivisibility)
1. Shares are indivisible.
2. In case of joint ownership of a share, the rights inherent to it shall be exercised by means of a common representative; the joint owners are directly and jointly and severally liable for the performance of obligations.
(Special rights)
1. Special rights granted to a category of shares can only be suppressed or restricted by means of a special resolution passed in a meeting of the shareholders holding shares of the said category.
2. Special rights are transferred with the shares to which they are inherent.
3. Any amendments to the articles of association that affect different types of shares in a different manner depend upon a special resolution passed in a meeting of shareholders holding each of the types of shares, under the terms and with the majority required for amendment of the articles of association.
(Instruments representing shares)
1. An order number shall be given to each share, which shall be mentioned in the instruments in which they are incorporated.
2. Instruments representing a larger number of shares can be transformed into instruments representing a smaller number and vice-versa, always upon request and at the expense of the shareholder.
3. The instruments representing shares shall mention in a clear and easily understandable manner, in both official languages:
a) the nature of the instrument;
b) the type, category, number of order, nominal value and total number of the shares incorporated in each instrument;
c) the firm, registered office and registration number of the company;
d) the amount of the subscribed company capital;
e) the percentile amount to which the shares incorporated in the instrument are paid;
f) the signatures, which can be made with a seal, of an administrator and the company secretary;
g) the legal restrictions upon the transfer of the instruments.
4. The instruments representing the shares shall be made available to the shareholders within 90 days from the registration of the incorporation or increase of capital.
5. During the period mentioned in the previous paragraph, shareholders can request the company to issue provisional instruments, which, for all purposes, and until the issue of the definitive instruments, shall replace them; such provisional instruments shall include the same data as definitive instruments and shall always be nominative.
(Book for registration of shares)
1. The book for registration of shares shall contain, in sections separated by type and category of shares and by the nature of the instruments:
a) the number of order of all shares;
b) the number and the total nominal value of each type or category of shares;
c) the dates of delivery to shareholders of the provisional or definitive instruments;
d) the name and address of the first holder of each share;
e) conversions made and the respective date;
f) splits or concentrations and the respective date;
g) liens or charges over shares incorporated in nominative instruments;
h) redemptions of preference shares and the respective date;
i) transfers of nominative shares and the respective date.
2. Shares owned by the company itself shall be mentioned in the book, in a separate section.
3. The company secretary or an administrator shall initial the entries done in the book in accordance with subparagraphs c) to i) of paragraph 1.
(Deposit of shares)
1. The deposit of bearer shares, for the purpose of taking part in a general meeting, can be done at any financial institution.
2. The president of the chairing committee of the general meeting is obliged to allow into the meeting any shareholders who present a document of deposit, provided that it shows that the instruments were deposited at least eight days before the date of the general meeting and that the depositor has the number of instruments necessary to take part in the meeting.
3. A president of the chairing committee of the general meeting who does not allow a shareholder who has complied with the provisions of the previous paragraph to take part in the meeting, is subject to the penalty applicable to the crime of qualified disobedience, without prejudice to the civil liability that such conduct may entail.
(How to make a deposit)
1. A deposit is made on the basis of a statement written by the interested party, or by another person on his behalf, identifying the company and the purpose of the deposit.
2. Such statement shall be presented in duplicate; one of the copies, mentioning that the deposit was done, shall remain with the depositor.
PREFERENCE SHARES WITHOUT VOTE
(Issue and priority dividend)
1. The articles of association can authorize the company to issue, up to half of the company capital, shares without right to vote, which grant, in accordance with paragraph 1 of article 408, the right to a priority dividend of no less than 5% of its nominal value, to be defined in the resolution of issue, and the right to priority reimbursement of its nominal value in the distribution of the balance of the liquidation.
2. If there are distributable profits, the general meeting shall distribute at least the priority dividends or, if the profits are not sufficient, shall share the distributable profits proportionally among the holders of preference shares.
(Non-payment of priority dividend)
1. If a priority dividend cannot be paid in two consecutive accounting periods, the holders of preference shares have the right to have their shares transformed into ordinary shares, upon request.
2. If there are various categories of ordinary shares the shareholder shall indicate in his request the category into which his shares are to be transformed.
(Rights, quorum and majority)
1. With the exception of the right to vote, preference shares grant to the holder all rights incorporated in ordinary shares.
2. Preference shares do not count for the purpose of quorum or formation of majorities in the passing of resolutions by shareholders, but holders have the right to attend the sessions of the general meeting or, if the articles of association prohibit the presence of shareholders without right to vote, to be represented by means of a common representative.
(Redeemable preference shares)
1. Except if the articles of association provide to the contrary, preference shares can be issued subject to the condition that they shall be redeemed on a fixed date or on a date to be determined by the board of administration, but which shall not be more than 10 years from the date of issue.
2. Preference shares can only be redeemed after full payment.
3. Redemption shall be done on the basis of the nominal value of the shares, except if the articles of association allow the payment of a redemption premium, of an amount stated in the resolution of issue.
4. Redemption can only take place if, as a result of the payment of the nominal value and the redemption premium, the net worth of the company does not become less than the sum of the capital, the legal reserve and the reserves which are compulsory in accordance with the articles of association.
5. From the redemption, an amount equal to the nominal value of the redeemed shares shall be placed in a special reserve, which for all purposes shall be treated similarly to the legal reserve, without prejudice to its elimination in case of reduction of capital.
6. Redemption of shares does not automatically cause a reduction of the capital and, except if there is a provision of the articles of association to the contrary, new shares of the same type can be issued by means of a resolution of the general meeting, in substitution of the redeemed shares, to be transferred to shareholders or to third parties.
7. A resolution of redemption of shares is subject to registration and publication.
8. The articles of association can provide for sanctions for the breach by the company of the obligation to redeem shares on the date there stated; in the absence of a provision of the articles of association, any holder of such shares can request to the company, one year from that date if the redemption was not yet done, the transformation of his shares in accordance with article 421, or petition the court for dissolution of the company.
TRANSFER OF SHARES
(Transfer of instruments representing shares)
1. Shares are transferred by the transfer of the instruments in which they are incorporated.
2. Nominative instruments are transferred inter vivos by endorsement written on the instrument itself, and entry in the book of registration of shares.
3. Bearer instruments are transferred by simple delivery; the exercise of the rights inherent to them depends on their possession.
(Legal restrictions to transfer)
Provisional instruments and instruments representing shares, whose transferability is conditioned as a result of a legal provision or of a provision of the articles of association, shall specifically contain such mention on their face, in an easily understandable manner.
OWN SHARES
(Acquisition of own shares)
1. Without prejudice to a prohibitive or more restrictive provision of the articles of association, a public company cannot acquire own shares corresponding to more than 10% of its capital.
2. The limit established in accordance with the previous paragraph can be surpassed or, in case of total prohibition, can be disregarded, whenever:
a) the acquisition is especially permitted or imposed by a legal provision;
b) a patrimony is globally acquired;
c) the acquisition is gratuitous;
d) the acquisition is done in executive proceedings, if the debtor has no other sufficient assets.
3. The company can only acquire own shares if, by such fact, its net worth does not become less than the sum of the capital, the legal reserve and the reserves that are compulsory in accordance with the articles of association.
4. The company can only acquire own shares that are fully paid, with the exception of paragraph 3 of article 410.
5. All acquisitions done in breach of the provisions of this article shall be void, without prejudice to the liability of the persons intervening in such acts of acquisition.
6. The company cannot accept as guarantee shares representative of its capital, except in order to bail the exercise of positions in the company organs.
(Resolution for acquisition of own shares)
1. The acquisition of own shares requires a resolution by shareholders.
2. Such resolution shall specify the object, the price and the other conditions of the acquisition, the time limit and the respective margins of variation within which the administration can proceed with the acquisition.
3. In the cases foreseen in subparagraphs a) to c) of paragraph 2 of the previous article, if the acquisition depends upon the will of the company, this must be expressed in a resolution of the administration.
(Transfer of own shares)
Paragraphs 1 and 2 of the previous article apply, with the necessary adaptations, to the transfer of own shares.
(Rules applicable to own shares)
1. Paragraph 3 of article 373 applies to own shares, with the necessary adaptations.
2. In the report and in the accounts of the accounting period express mention shall be made of the number of shares that the company itself holds by the end of the accounting period.
RIGHT TO INFORMATION
(Right to information before general meeting)
Besides the right to information granted to all shareholders in general, shareholders of public companies also have a right to consult, in the registered office of the company, during business hours, from the date of sending the call notices or from their publication:
a) all documents needed for the passing of any resolutions on matters included in the order of the day;
b) the text of the proposals that the administration or the supervisory board or single supervisor have decided to present to the meeting;
c) the text of the proposals that any shareholders have delivered to the company, namely if the general meeting has been requested by them;
d) the full identification and a curriculum vitae of persons proposed by the administration for the exercise of company positions.
PROFITS AND LEGAL RESERVE
(Right to profits)
1. The destination of the distributable profits of an accounting period shall be decided by the shareholders.
2. The articles of association can impose that a percentage of no more than 25% of the distributable profits of the accounting period shall be distributed to shareholders.
3. The credit of a shareholder to profits matures 30 days after the registration of the resolution that approved the accounts of the accounting period and of the resolution that decided on the apportionment of the results.
(Legal reserve)
1. From the profits of the accounting period, no less than 10% shall be retained by the company as a legal reserve, until it reaches an amount equal to a quarter of the company capital.
2. Reserves made of the following sums shall be for all purposes treated as the legal reserve, but shall not exempt the integration of the legal reserve in accordance with the previous paragraph:
a) premiums of shares issues;
b) issue or conversion premiums of bonds convertible into shares;
c) the value of entries in kind which exceed the nominal value of shares paid in such manner.
3. The legal reserve and the assimilated reserves can only be used:
a) to cover losses resulting from the balance sheet of the accounting period, except if these can be covered by any other reserves;
b) to cover losses from previous accounting periods that could not be covered by profits of the accounting period or any other reserves;
c) for incorporation in the company capital.
BONDS
(Concept and types)
1. Public companies can issue negotiable instruments designated as bonds, which, in a single issue, grant equal credit rights for the same nominal value.
2. It is namely possible to issue bonds that:
a) besides granting to their holders the right to a fixed interest, qualify them to a supplementary interest or to a reimbursement premium, either fixed or dependent upon the company profits;
b) include interest and a plan for reimbursement, depending upon the existence of profits and variable in accordance with such profits;
c) are convertible into shares, with or without an issue or conversion premium.
(Conditions and limits)
1. Bonds can only be issued by companies of which the two last balance sheets have been regularly approved, or which have resulted from the merger or division of companies of which at least one is in the said situation.
2. Bonds cannot be issued if there are shareholders in delay.
3. Public companies cannot issue bonds that exceed the amount of the paid-up and existing capital, in accordance with the last balance sheet approved.
4. The limit mentioned in the previous paragraph is calculated by adding the nominal value of all bonds issued by the company that have not been redeemed by the date of the resolution for issue of new bonds.
5. A new bonds issue cannot take place while the bonds of a previous issue are not fully subscribed.
(Series and incomplete subscription)
1. Shareholders can authorize that a bonds issue approved by them shall be effected in various separate series, to be set by them or by the board of administration; however, such authorization shall lapse after five years regarding any series not yet issued.
2. A new series cannot be launched while the bonds of the previous series are not subscribed.
3. If a bonds issue is only partly subscribed within the time limit stated for its subscription, the issue shall be limited to the amount subscribed.
(Registration)
1. Each bonds issue is subject to registration, as is the issue of each series of bonds.
2. While a series or issue of bonds is not registered, the respective instruments cannot be issued.
3. Administrators shall arrange registration of the effective amount of an issue if it is reduced as a result of an incomplete subscription.
(Issue resolution)
1. Bonds issues shall be decided by shareholders, except if the articles of association allow them to be decided by the board of administration.
2. A resolution to issue bonds convertible into shares shall always be taken by the shareholders, with the majority required for a resolution on the increase of capital.
3. A resolution that has approved an issue of bonds convertible into shares shall be considered as an implied approval of an increase of company capital to an amount and under the conditions that might be necessary to satisfy the requests for conversion.
(Minimum content of issue resolutions)
1. A resolution approving a bonds issue must, at least, mention:
a) the global amount of the issue and the reasons that justify it, the nominal value of the bonds, the price at which they are issued and reimbursed or the method to determine it;
b) the rate of interest and, depending upon the case, the method of calculation of the provision for payment of interest and reimbursement or the rate of fixed interest, as well as the criterion to determine supplementary interest or the reimbursement premium;
c) the plan for redemption of the loan;
d) the identification of the subscribers and the number of bonds to be subscribed by each, if the company does not use a public subscription.
2. A resolution approving an issue of convertible bonds shall also indicate:
a) the bases and the terms of conversion;
b) the issue or conversion premium;
c) if the shareholders are to be deprived of the right mentioned in paragraph 1 of article 469 and the reasons for such measure.
(Supplementary interest)
1. In bonds with supplementary interest this can be:
a) fixed and dependent only upon the existence of distributable profits of an amount equal to that of the supplementary interest;
b) variable and corresponding to a percentage, not exceeding 10% of the distributable profits.
2. It is permitted to stipulate that, for any of the types of supplementary interest mentioned in the previous paragraph, such interest shall only be payable if the distributable profits exceed a fixed amount or a fixed percentage of the capital, the bondholders only having a right to the fixed interest if no distributable profit higher than such limit is calculated.
3. If there is supplementary interest the auditor of accounts shall issue an opinion on the calculation of the profit and, namely, on the correction and justification of the redemptions and provisions effected.
4. The distributable profit to be considered for the purpose of payment, in a certain accounting period, of the supplementary interest, is that of the previous accounting period.
(Payment of supplementary interest and reimbursement premium)
1. The supplementary interest for each year shall be paid one or more times, separately or together with the fixed interest, depending upon what is set in the issue.
2. If the redemption of a bond occurs before the date of maturity of the supplementary interest, the issuing company shall provide to the respective holder a document that allows him to exercise his right to a possible supplementary interest.
3. Reimbursement premiums shall be fully paid on the date of redemption of the bonds, which cannot be set for a date prior to the limit for the approval of the annual accounts.
(Pre-emption right)
1. Shareholders have a pre-emption right in the subscription of convertible bonds; article 469 shall apply.
2. A person cannot take part in a vote that suppresses or limits the pre-emption right of shareholders in the subscription of convertible bonds if that person might benefit from such suppression or limitation, nor shall his shares be taken into consideration for the purpose of the quorum for the functioning of the meeting or the majority required for the resolution.
3. A resolution for issue of bonds can create a pre-emption right of shareholders or bondholders in the subscription of the bonds to be issued, in which case it must regulate its exercise.
(Prohibition of amendments)
1. Conditions set by resolution of the general meeting of shareholders for the bonds issue can only be amended, without the assent of the bondholders, provided that such amendment causes neither a reduction of their respective advantages or rights nor an increase in their obligations.
2. From the date of the resolution for issue of bonds convertible into shares, and while it is possible for any bondholder to exercise the right to conversion, it is forbidden for the company to amend the conditions of distribution of profits set in the act of incorporation, to distribute own shares to shareholders under any title, and to grant privileges to existing shares.
3. If the capital is reduced as a consequence of losses, the rights of bondholders who opt for conversion are reduced accordingly, as if such bondholders had been shareholders since the bonds issue.
4. During the period of time mentioned in paragraph 2, a company can only issue new bonds convertible into shares, modify the nominal value of its shares, distribute reserves to shareholders, increase the company capital by means of new participations or by incorporation of reserves, and practice any other act that can affect the rights of the bondholders who might opt for conversion, provided that rights equal to those of shareholders are assured to them.
5. The rights mentioned in the final part of the previous paragraph do not include the right to receive any revenue from the instruments or to participate in distributions of free reserves, in relation to any period prior to the date at which the conversion produces effect.
(Attribution of interest and dividends of convertible bonds)
1. Bondholders have a right to the interest on the respective bonds up to the moment of conversion, which, for this effect, is always accounted for at the end of the quarter in which the conversion request is presented.
2. Conditions of issue shall always mention the rules on the attribution of dividends, which shall be applied to the shares into which the bonds are converted, for the accounting period during which the conversion takes place.
(Increase by effect of conversion and registration)
1. The increase of company capital resulting from the conversion of bonds into shares shall be stated in a resolution by the administration, which shall be passed:
a) within the 30 days following the end of the time limit for the presentation of a conversion request if, according to the terms of the issue, the conversion shall be made in one step and at a determined moment;
b) within the 30 days following the end of each time limit for the presentation of a conversion request if, according to the terms of the issue, the conversion can be made in more than one moment.
2. If a resolution for issue sets only one moment from which the conversion right can be exercised, once it occurs the administration shall pass resolutions for increase of capital, in the first and seventh months of each accounting period, each resolution covering the increase resulting from the conversions requested during the semester immediately previous.
3. A conversion is considered, for all purposes, as effected:
a) in the cases mentioned in paragraph 1, on the last day of the time limit for presentation of the respective request;
b) in the cases mentioned in paragraph 2, on the last day of the month immediately previous to that in which the resolution for capital increase that covers such conversion is taken.
4. The registration of capital increase shall be done within 15 days from the date of the respective resolutions.
(Settlement with creditors and dissolution of the company)
1. If a company that has issued bonds convertible into shares agrees a settlement [concordata] with its creditors, the right of conversion can be exercised as soon as the settlement is certified and under the conditions set forth in it.
2. If a company that has issued bonds convertible into shares is dissolved, other than as a result of a merger, the bondholders, in the lack of adequate bail, can demand anticipated reimbursement.
(Own bonds)
A company can only acquire own bonds in the cases mentioned in paragraph 2 of article 426 and if the condition mentioned in paragraph 3 of the same article is met.
(Meeting of bondholders and common representative)
1. By means of the publication of notices, a company shall call a general meeting of bondholders, 30 days after the time limit for subscription of a bonds issue.
2. The rules on the general meeting of shareholders shall apply to this meeting, with the necessary adaptations.
3. Bondholders shall elect a common representative, who can be an individual, a partnership of lawyers or a firm of accounting auditors; he shall attend and participate in general meetings, without vote, and represent the bondholders as a whole in court and towards the company or third parties.
4. In general meeting, bondholders shall have the power to pass resolutions on all matters of common interest.
(Instruments representing bonds)
The instruments representing bonds issued by a company shall mention:
a) the firm, registered office, subscribed capital and registration number of the company;
b) the date of the resolution for issue;
c) the registration date of the issue;
d) the total amount of the bonds of that issue, the number of bonds issued, the nominal value of each, the rate and the method of payment of interest, the time limits and the conditions for issue and reimbursement, as well as any other special conditions of the issue;
e) the number of order of the bond;
f) the issue or conversion premium;
g) the special guarantees of the bond, if any;
h) the type of the bond, either nominative or to bearer;
i) the series, if that is the case;
j) the signatures, which can be made by seal, of an administrator and the company secretary.
RESOLUTIONS BY SHAREHOLDERS
(Limits)
Only upon request of the organ of administration can shareholders pass resolutions on matters of management of the company.
(Participation in meeting)
1. All shareholders who have the right to at least one vote have the right to attend the general meeting and there discuss and vote.
2. Shareholders without a right to vote, as well as bondholders, can attend general meetings and participate in the discussion of the matters included in the order of the day, except if there is a provision of the articles of association to the contrary.
3. The common representatives of both bondholders and holders of preference shares without vote can also be present in the general meeting, but are not allowed to participate in the discussion; other persons authorized by the president can also attend, except if there is opposition from shareholders.
4. Whenever the articles of association require the possession of a certain number of shares in order to have the right to vote in the general meeting, shareholders holding a number of shares lower than that required can group themselves in order to reach it, and be represented by one of them.
(Call of meeting)
1. The call notice shall be published at least 15 days before the general meeting.
2. The articles of association can impose other formalities in calling shareholders, and can allow the substitution of publications by the mailing of registered letters to shareholders, with the same advance period, if all shares of the company are nominative.
(Votes)
1. One vote shall correspond to each share, except if there is a provision of the articles of association to the contrary.
2. The articles of association can require the possession of a certain number of shares in order to have one vote, provided that all shares issued by the company are included and that each 10 000 patacas of capital corresponds to at least one vote.
(Quorum for functioning and passing resolutions)
1. The general meeting passes resolutions by absolute majority of the votes corresponding to the capital present or represented, except if the law or the articles of association provide otherwise.
2. Abstentions are not counted in order to determine if a proposal obtained a majority of votes, approving or refusing it.
3. Resolutions for amendment of the articles of association, merger, division, transformation and dissolution of the company, are only considered passed if, at the meeting that considers them, shareholders who possess shares corresponding to at least one-third of the capital are present or represented, provided that they obtain favorable votes corresponding to two-thirds of the capital present or represented, whether the meeting takes place at a first or second call; in the latter case, the meeting can pass resolutions whatever the capital present or represented.
4. If there are various proposals for the appointment of holders of company positions, the one obtaining the larger number of votes shall win.
ADMINISTRATION
(Composition)
1. Administration is entrusted to a board of administration composed of an odd number of members, who can be shareholders of the company or not.
2. The articles of association can authorize the appointment of substitute administrators, up to a maximum number of three, whose order of precedence shall be established in the resolution for election and which, if the resolution is silent, shall be determined by the more advanced age.
(Duration of term of office and representation)
1. The term of office of administrators lasts for three years, except if the articles of association set a shorter period; they can be re-elected.
2. Once the term of office has expired, administrators shall remain in office until replaced by new administrators.
3. Administrators cannot be represented in the exercise of their position, except in meetings of the board of administration, by another administrator, by means of a letter addressed to the board.
(Substitution of administrators)
1. In case of definitive absence of any administrator, his replacement shall be by calling the first substitute.
2. In the absence of substitutes, the first following general meeting shall elect one or more administrators, to occupy the post until the end of the term of office of the remaining administrators, even if the matter is not included in the order of the day.
(Judicial appointment)
1. If it has not been possible for the board of administration to meet for more than 120 days, because there are not enough acting administrators, and the substitutions prescribed in the previous article were not carried out, and also if more than 180 days have passed since the end of the period for which the administrators were elected, without a new election having taken place, any shareholder can request the judicial appointment of an administrator, until the election of a new board of administration takes place.
2. The provisions regarding the board of administration that do not imply a plurality of administrators shall apply to the judicially appointed administrator.
3. The functions of the existing administrators, in the cases mentioned in paragraph 1, cease with the judicial appointment of an administrator.
(President of the board of administration)
1. The president of the board of administration shall be appointed by the general meeting that elects administrators; if the articles of association permit, he can be chosen by the board of administration itself.
2. The articles of association can grant to the president a casting vote in the resolutions of the board of administration.
(Bail and remuneration)
1. The liability of administrators shall be bailed if the articles of association or the general meeting so determine.
2. The general meeting, or a commission of shareholders elected by it, shall set the remuneration of administrators.
(Transactions with company)
Any contracts concluded between a company and its administrators, directly or through a third party, shall be void, except in the case of a special permission expressly granted by a resolution of the board of administration, with the favorable opinion of the supervisory board or single supervisor.
(Prohibition of competition)
It is forbidden for the administrators, except in the cases of authorization expressly granted in a general meeting, to exercise, for their or other persons' account, an activity included in the object of the company.
(Suspension of administrators)
1. The supervisory board or the single supervisor can suspend the exercise of the activity of any administrator if any personal circumstances related to them obstruct the exercise of their functions for a period of time presumed longer than sixty days.
2. During a period of suspension of exercise of the activity of administrators, their powers, rights and duties that presuppose the effective exercise of their functions are also suspended.
(Dismissal)
1. The term of office of administrators can be revoked by a resolution by shareholders, at any moment, without prejudice to the right of the administrator to the compensation mentioned in paragraph 3 of article 387 if the revocation is not based on just cause.
2. One or more shareholders, provided that they hold shares corresponding to 10% of the capital, can request from the court the dismissal of any administrator, at any time, on the basis of just cause.
(Resignation)
1. An administrator can resign from his position, by means of a letter addressed to the board of administration or to the company secretary.
2. Resignation only produces effect at the end of the month following that in which it was communicated, except if, in the meantime, a substitute was elected or appointed.
3. A resigning administrator shall compensate the company for any damage that may arise from his resignation.
(Competence of board of administration)
1. The board of administration is competent to manage the activities of the company and to represent it; it shall comply with resolutions by shareholders and the interventions of the supervisory board or single supervisor, except in matters for which it has specific competence.
2. In addition to other matters stated in the law, the board of administration is competent to pass resolutions on:
a) annual reports and accounts;
b) acquisition of, transfer of and charges over any goods;
c) granting of personal or real guarantees by the company;
d) opening or closing of business premises;
e) extensions or important reductions of the activity of the company;
f) modifications in the organization of the enterprise;
g) projects of merger, division and transformation of the company;
h) any other matter on which any administrator requires a resolution of the board.
(Executive administrator and executive committee)
1. The board of administration can delegate the management of the company to an executive administrator or to an executive committee, made of several administrators.
2. It is not possible to delegate competence on the matters mentioned in subparagraphs a), c), e) and g) of paragraph 2 of the previous article.
3. The delegation of current matters does not prejudice the competence of the organ to pass any resolutions on the same matters.
4. Administrators are responsible for following up the action of the executive administrator or the members of the executive committee, and are jointly and severally liable with them for any damage caused to the company if, being able to prevent or to reduce it, they do not do so, except if they prove that they acted without fault.
(Meetings and resolutions of the board)
1. The board shall meet, in ordinary sessions, upon call of its president, at least once a month, except if the articles of association provide otherwise.
2. The board meets in extraordinary sessions, whenever called by the president or by any member, or by any two members, depending on whether the number is equal to or less than five or more than five.
3. The board can only pass resolutions with the presence, or representation in accordance with paragraph 3 of article 453, of the majority of its members.
4. Resolutions shall be passed by a majority of the votes of the administrators present or represented.
5. The company secretary shall act as secretary to the meetings, and shall sign the respective minutes.
6. The rules of paragraph 4 of article 217 and articles 219, 228, 229 and 233 apply to resolutions and minutes, with the necessary adaptations.
(Representation)
1. Administrators exercise powers of representation jointly; the company is bound by legal transactions concluded by the majority of the administrators or ratified by them, except if there is a provision of the articles of association to the contrary.
2. Except if there is a prohibition in the articles of association, if the power to represent the company is included in the resolution of delegation of powers, the company is bound by acts of the executive administrator or of the members of the executive committee.
3. The provisions of the previous paragraphs do not prejudice the application of the rule of article 236 to the relations of the company with third parties.
4. Administrators bind the company by signing and indicating their capacity.
5. Notifications or declarations from third parties to the company can be addressed to any of the administrators.
6. Notifications or declarations from an administrator to the company shall be addressed to the board of administration or to the company secretary.
INCREASE OF CAPITAL
(Pre-emption right of shareholders)
1. Shareholders who have such capacity at the date of an increase of capital by subscription of new shares payable in money, have a pre-emption right in the subscription of the new shares, proportional to the number of shares that they hold.
2. In case not all shareholders exercise their pre-emption right, it shall be passed to the remaining ones, until full satisfaction of the shareholders or subscription of the shares.
3. If new shares of a certain category are not subscribed by the holders of shares of the same category, the pre-emption right shall pass to the remaining shareholders.
4. The pre-emption right granted in this article can be suppressed or restricted by resolution of the general meeting taken by the majority required for amendment of the articles of association.
(Notice and time limit for exercise of pre-emption right)
1. Shareholders must be informed, by a notice, of the time limit for the exercise of the pre-emption right, which can be no less than 15 days.
2. In case all shares issued by the company are nominative, the notice can be replaced by a registered letter addressed to the respective holders.
(Incomplete subscription)
1. If a capital increase is not fully subscribed, it shall be limited to the subscriptions made, except if the resolution on the increase provides that in such case it is without effect.
2. If the increase is without effect, the administration shall inform the subscribers of this fact, by a notice, within eight days from the end of the period of subscription; simultaneously, it shall make available to them the funds collected.
COMMUNICATION OF DOMINANT PARTICIPATION
(Communications to be made to company)
1. A shareholder who, by any form of subscription or acquisition of bearer shares, reaches a position of dominant shareholder in relation to the company in accordance with article 212, shall communicate such fact to the company by means of a letter addressed to the board of administration, which in turn shall communicate it to the supervisory board or single supervisor.
2. A similar communication shall be made if the shareholder ceases to be in the position mentioned in this article.
3. The identity of dominant shareholders shall be published, attached to the annual report.
PENAL PROVISIONS
(No collection of capital contribution)
1. An administrator, secretary, member of the supervisory board or single supervisor of a company who omits or causes another person to omit acts that are necessary for the payment of capital contributions is punished with a fine of up to 60 days.
2. If such fact is practiced with the intention to cause economic or moral damages to any shareholder, to the company or to a third party, the penalty is a fine of up to 120 days, unless a more serious penalty is applicable in accordance with other legal provision.
3. If serious economic or moral damage is caused, which the perpetrator could foresee, to any shareholder who has not given his assent to the fact, to the company, or to a third party, the penalty is imprisonment up to one year and a fine of up to 60 days, or only a fine of up to 120 days.
(Unlawful acquisition of own shares)
An administrator or company secretary who unlawfully subscribes or acquires for the company its own shares, or engages another person to subscribe or to acquire such for the account of the company, even if in his own name, or in any other manner makes funds available or provides guarantees of the company so that a third party shall subscribe or acquire shares representing its own capital, is punishable with a fine of up to 120 days.
(Abuse of position of dominant shareholder)
1. A dominant shareholder who, by himself or by means of other companies of which he is also a dominant shareholder, or with other shareholders to whom he is connected by agreements outside the company, uses the power of domination so that he causes damage to the company or to other shareholders in accordance with paragraph 3 of article 212, is punishable with a fine of up to 120 days.
2. The same penalty shall apply to an administrator, secretary, member of the supervisory board or single supervisor of a company who practices or concludes, or does not prevent, being able to do so, the practice or the conclusion of any act or contract mentioned in subparagraphs b), c) and d) of paragraph 3 of article 212.
3. Shareholders who contribute with their votes for the approval of the resolution mentioned in subparagraph e) of paragraph 3 of article 212 are also punishable with the same penalty, as well as the administrators who execute it.
(Unlawful redemption of shares)
1. An administrator or company secretary who, unlawfully, totally or partly redeems a share that is not fully paid, is punishable with a fine of up to 120 days.
2. The same penalty is applicable to an administrator or company secretary who, unlawfully, totally or partly redeems or causes the redemption of a share, in a way that, as a result of the redemption and considering its value, the net worth of the company becomes less than the sum of the company capital, the legal reserve and the reserves that are compulsory in accordance with the articles of association.
3. If serious economic or moral damage, which the perpetrator could have foreseen, is caused to any shareholder who has not given his assent to the fact, or to the company, or to a third party, the penalty is imprisonment of up to one year and a fine of up to 60 days, or only a fine of up to 120 days.
(Unlawful distribution of company assets)
1. An administrator, secretary, member of the supervisory board or single supervisor of a company who proposes an unlawful distribution of company assets for consideration for a resolution by shareholders, is punishable with a penalty of a fine of up to 60 days.
2. If such unlawful distribution is totally or partly executed, the penalty is a fine of up to 90 days.
3. If such unlawful distribution is totally or partly executed without a resolution by shareholders, the penalty is a fine of up to 120 days.
4. The same penalty is applicable to an administrator or company secretary who executes, or causes the execution by another person, of a distribution of company assets in breach of a valid resolution of a general meeting regularly called.
5. If serious economic or moral damage is caused in any of the cases mentioned in paragraphs 3 and 4, which the perpetrator could have foreseen, to any shareholder who has not given his assent to the fact, or to the company or to a third party, the penalty is imprisonment up to one year and a fine of up to 60 days, or only a fine of up to 120 days.
(Irregularity in calling company meetings)
1. Whoever, having the power to call an incorporation meeting, general meeting or meeting of bondholders, omits or causes the omission by another person of the call within the time limits stated in the law or in the articles of association, or makes the call or orders someone else to do it in breach of the time limits or the formalities required by the law or by the articles of association, is punishable with a fine of up to 30 days.
2. If a request to call a general meeting that ought to have been granted in accordance with the law or with the articles of association has been presented to the perpetrator, the penalty is a fine of up to 90 days.
3. If serious economic or moral damage, which the perpetrator could have foreseen, is caused to any shareholder who has not given his assent to such fact, or to the company, or to a third party, the penalty is imprisonment of up to one year and a fine of up to 60 days, or only a fine of up to 120 days.
(Disturbance of company meeting)
1. Whoever, with violence or threat of violence, prevents any shareholder or other entitled person from taking part in a regularly called general meeting or meeting of bondholders, or from substantially exercising his rights of information, participation or vote, is punishable with imprisonment of up to two years and a fine of up to 180 days.
2. If the perpetrator of the obstruction is, at the date of the fact, an administrator, secretary, member of the supervisory board or single supervisor, the maximum limit of the penalty is, in each case, increased by a third.
3. If the perpetrator of the obstruction, at the date of the facts, is an employee of the company and has fulfilled orders or instructions from any of the persons mentioned in the previous paragraph, the maximum limit of the penalty is, in each case, reduced to half; the judge, considering all circumstances, can decide a special reduction of the penalty.
4. The punishment of an obstruction does not affect the penalty applicable to the means used to execute it.
(Fraudulent participation in company meetings)
1. Whoever, in a general meeting or in a meeting of bondholders, falsely presents himself as holder of company participations or obligations, or as having powers of representation of the respective holders, and votes in this false capacity, is punishable with imprisonment of up to six months and a fine of up to 90 days, unless a more serious penalty is applicable in accordance with other legal provision.
2. If any administrator, secretary, member of the supervisory board or single supervisor causes another person to execute the act described in the previous paragraph, or assists in its execution, he shall be punishable as perpetrator, with imprisonment of three months to one year and a fine of up to 120 days, unless a more serious penalty is applicable in accordance with other legal provision.
(Unlawful refusal of information)
1. An administrator or company secretary who refuses or causes the refusal by another person of consultation of documents that the law requires to be made available to interested parties for preparation of company meetings, or refuses or causes the refusal of sending of documents for such purpose, when required by the law, or sends or causes the sending of such documents without satisfying the conditions and the time limits stated in the law, is punishable with imprisonment up to three months and a fine of up to 60 days, unless a more serious penalty is applicable in accordance with other legal provision.
2. An administrator or company secretary who refuses or causes the refusal by another person, in a session of a company meeting, of information that he is obliged to provide in accordance with the law, or, in other circumstances, information that by law he must provide and that has been requested in writing, is punishable with a fine of up to 90 days.
3. If, in the case of paragraph 1, serious economic or moral damage, which the perpetrator could have foreseen, is caused to any shareholder who has not given his assent to such fact, or to the company, the penalty is imprisonment of up to one year and a fine of up to 60 days, or only a fine of up to 120 days.
4. If, in the case of paragraph 2, the fact was committed for a reason that does not point to a lack of zeal in defending the rights and legitimate interests of the company and of shareholders, but only a mistaken understanding of the object of such rights and interests, the perpetrator is exempt from the penalty.
(False information)
1. Whoever, being in accordance with the law obliged to provide to other persons information on matters of the activity of the company, provides it in an untruthful manner, is punishable with imprisonment up to three months and a fine of up to 60 days, unless a more serious penalty is applicable in accordance with other legal provision.
2. The same penalty shall apply to anyone who, in the circumstances described in the previous paragraph, maliciously provides incomplete information that can lead the addressees to mistaken conclusions of an identical or similar effect as would false information on the same object.
3. If the fact is practiced with intention to cause economic or moral damage to any shareholder who has not consciously contributed to such fact, or to the company, the penalty is imprisonment up to six months and a fine of up to 90 days, unless a more serious penalty is applicable in accordance with other legal provision.
4. If serious economic or moral damage, which the perpetrator could have foreseen, is caused to any shareholder who has not consciously contributed to such fact, to the company, or to a third party, the penalty is imprisonment of up to one year or a fine of up to 120 days.
5. If, in the case of paragraph 2, the fact was committed for a serious reason that does not point to a lack of zeal in defending the rights and legitimate interests of the company and of shareholders, but only a mistaken understanding of the object of such rights and interests, the judge can decide a special reduction of the penalty or exempt the perpetrator from it.
(Misleading call)
1. Whoever, having to call a general meeting or a meeting of bondholders, personally or through others, includes in the call untruthful information, is punishable with imprisonment up to six months and a fine of up to 150 days, unless a more serious penalty is applicable in accordance with other legal provision.
2. The same penalty shall apply to whoever, in the circumstances described in the previous paragraph, maliciously includes in the call incomplete information on matters that it must contain in accordance with the law or with the articles of association, and which can lead the addressees to mistaken conclusions of an identical or similar effect as would false information on the same object.
3. If such fact is practiced with the intention to cause economic or moral damage to the company or to any shareholder, the penalty is imprisonment up to one year and a fine of up to 180 days.
(Obstruction of supervision)
An administrator, secretary, member of the supervisory board or single supervisor who obstructs or hinders, or leads another person to obstruct or hinder, acts necessary to the supervision of the activity of the company, executed by persons who, in accordance with the law, the articles of association, or judicial decision, have the duty to exercise supervision, in the terms and forms prescribed by the law, or by persons acting under the orders of those who have such duty, is punishable with imprisonment up to six months and a fine of up to 120 days.
(Breach of duty to propose dissolution of company or reduction of capital)
A company administrator who, observing through the accounts of the accounting period that the net worth of the company is less than half of the value of the company capital, does not comply with paragraphs 1 and 2 of article 206, is punishable with imprisonment up to three months and a fine of up to 90 days.
(Irregularities in issue of instruments)
An administrator or company secretary who signs, or causes the signing, or agrees to his signature being made in instruments, provisional or definitive, representing shares or bonds issued by the company or in its name, if the issue has not been approved by the competent company organs, or if the minimum contributions required by the law have not been paid, is punishable with imprisonment up to one year and a fine of up to 150 days.
(Common principles)
1. The facts described in the previous articles are only punishable if committed intentionally.
2. An attempt of facts punishable with imprisonment, or with imprisonment and a fine, under the previous articles, is punishable.
3. The intention to obtain a benefit for oneself, the spouse, or persons related by consanguinity or affinity up to and including the third degree, is always considered as an aggravating circumstance.
4. If, before criminal proceedings have been initiated, the perpetrator of a fact described in the previous articles has fully compensated the economic damage and has given sufficient satisfaction for the moral damage caused, without any further illegitimate damage to third parties, such damage shall not be considered in determining the applicable penalty.
(Subsidiary legislation)
The provisions of the Criminal Code and complementary legislation apply subsidiarily to the crimes mentioned in this Chapter.
ECONOMIC INTEREST GROUPINGS
GENERAL PROVISIONS
(Purpose of an economic interest grouping)
Two or more commercial entrepreneurs can, without prejudice to their legal personalities, create among themselves an economic interest grouping, in order to facilitate or develop their economic activity and to improve or increase the results of such activity.
(Complementarity of activity of an economic interest grouping)
1. The activity to be undertaken by an economic interest grouping shall be related to the economic activity of the members and can only constitute a complement to such activity.
2. A grouping cannot:
a) exercise, directly or indirectly, a power of direction or control over its members' own activities or over the activities of another entrepreneur, namely in the fields of personnel, finance and investments;
b) hold directly or indirectly, under any title, any members' shares or participations, of any form; the holding of shares or participations in another company which is not a member shall be possible only insofar as it is necessary for the achievement of the object of the grouping and if it is done for the account of its members;
c) be a member of another economic interest grouping;
d) exercise company positions in any companies, associations or economic interest groupings.
(Profits)
1. An economic interest grouping shall not have as its main purpose to obtain and share profits.
2. An economic interest grouping can have as an ancillary purpose to obtain and share profits only if expressly authorized by the constituent contract.
3. An economic interest grouping which directly exercises lucrative ancillary activities, not authorized in the contract, or which exercises as core activity a directly lucrative activity authorized as ancillary, shall be for all purposes subject to the rules on general partnerships.
(Capital and instruments of representation)
1. An economic interest grouping can be created without capital.
2. The participation of the members in the grouping, whether it has own capital or not, cannot be represented by negotiable instruments.
(Form and compulsory content of grouping contract)
1. A grouping contract and its amendments shall be made in a written document, which can be a private document, unless other form is required by the nature of the goods with which the members contribute to the grouping.
2. A grouping contract must at least mention:
a) the firm;
b) the registered office of the grouping;
c) the object;
d) the name or the firm, the legal nature, the domicile or registered office and registration number of each member of the grouping;
e) the duration of the grouping, if it is determined;
f) the contributions of the members of the grouping to the costs and the structure of the capital, if it exists.
(Publications)
The grouping contract and the respective amendments are subject to the publications required by the law for the creation of commercial companies.
(Acquisition of legal personality)
1. A grouping acquires legal personality with the entry of its act of incorporation in the commercial register, and keeps it until registration of the closure of its liquidation.
2. The corresponding provisions regarding commercial companies are applicable to acts practiced before registration on behalf of the grouping.
(Bonds issue)
A grouping can issue bonds, if all members are stock companies; the issue is subject to the general conditions applicable to the issue of such instruments by companies.
(Mentions in documents addressed to third parties)
Article 328 is applicable to the groupings, with the necessary adaptations.
ORGANS OF ECONOMIC INTEREST GROUPING
(Organs of the grouping)
1 The organs of a grouping are the general meeting and the administration.
2. A grouping contract can create other organs; in such case, it shall define the respective powers.
3. The general meeting can pass any resolutions with a view to the accomplishment of the object of the grouping.
(Administration)
1. The administration is conducted by one or more individuals appointed in the grouping contract or by resolution of its members.
2. Persons who, in accordance with the law, cannot be part of the organ of administration of a company, or who cannot exercise a commercial enterprise, cannot be administrators of a grouping.
3. A collective person member of a grouping can be an administrator, but shall appoint an individual as its representative; the collective person is jointly and severally liable with the person appointed as its representative for the acts of the latter.
4. The appointment or dismissal of administrators not appointed in the contract is a competence of the general meeting, as well as the level of remuneration, if due.
5. Administrators who are not part of the grouping can be dismissed at any time by means of a resolution of the majority of the members, even if they have been appointed in the contract.
6. The administration is obliged to render accounts annually.
(Representation of grouping)
1. Only the administrator or, if they are several, each of the administrators, represents the grouping towards third parties.
2. Each administrator binds the grouping in relation to third parties, when acting in the name of the grouping, even if his acts are not included in its object, unless the grouping proves that the third party knew that the act exceeded the limits of the object of the grouping or could not ignore it, taking into account the circumstances; the mere publication of the grouping contract is not sufficient evidence.
3. Any limitation, arising from the grouping contract or from a resolution of the members, to the powers of the administrators cannot be invoked against third parties, even if it has been published.
4. The contract can state that the grouping is only validly bound by means of
two or more administrators acting jointly.
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