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PREAMBLE COMMERCIAL CODE

Commercial Code

• Approved by Decree-Law no. 40/99/M, of August 3
• As amended by Law no. 6/2000, of April 27

English unofficial translation

TABLE OF CONTENTS

PRELIMINARY NOTE

This English translation of the Commercial Code of Macao was undertaken upon the initiative of the Government of the Special Administrative Region of Macao, and is the first of a major Code in the Macao SAR.

The translation has been made on the basis of the Portuguese version of the Commercial Code. Although this is not an ideal situation, given that the legal system of Macao is bilingual Chinese and Portuguese, there can be confidence in its accuracy as the Code was mostly prepared by Portuguese-speaking jurists. The Code itself is, of course, a product of the Portuguese strand of the civil law, continental or Roman-German family of legal systems.

Given that the source is a legal text and the rendering therefore needs to be as literal as possible, the translated text retains the typical drafting style of civil law legal systems: very condensed sentences employing highly abstract concepts. Notwithstanding, an effort has been made to use direct, clear and contemporary language.

Translation in the field of commercial law, while somewhat eased by the internationalization of business matters, still inevitably faces the difficulties associated with bridging the gap between civil law and common law in a manner that will produce a text that can be understood by jurists from both traditions, not to speak of non-jurists. A variety of strategies were adopted for this purpose. In some cases, it was felt necessary to quote the original concept in square brackets in order to avoid possible misunderstandings. Where the difference between concepts is commonly recognized a translation has been made, but the reader should keep in mind that similar words can encompass substantial differences (namely, equidade is not equivalent to equity). Difficulties arise also with concepts which are frequently employed but not easily translated; património sometimes has been translated literally as patrimony, but at other times is best rendered as assets and liabilities, depending on whether the context is directly financial or not; the concept of celebração has been rendered as conclusion (e.g., of a contract). Other difficulties arise from the use traditionally made in Roman-German legal systems of very abstract concepts, which then are divided and subdivided; for example, a contract is a type of legal transaction (negócio jurídico).

The various types of companies have been rendered as follows: sociedade por quotas as private company; sociedade anónima as public company; sociedade em nome colectivo as general partnership; and sociedade em comandita as limited partnership. The distinction in Portuguese terminology between acções of public companies and quotas of private companies has not been carried into the English version, which speaks simply of shares. In the context of negotiable instruments, bearer and holder are synonymous.

The translation has drawn on the sources of its provisions, namely the Italian Civil Code of 1942 and the Civil Code of Quebec. Of particular use was an English translation of the Italian Civil Code by Mario Beltramo, Giovanni E. Longo and John Henry Merryman (Oceana, Dobbs Ferry, NY, 1969). The lodging contract (articles 798 to 819) draws on a translation made by Dr. Nuno Lima Bastos for the use of the students of the Institute of Tourism Studies of Macao. The provisions on bills of exchange, promissory notes and cheques draw, with many amendments, on the widely available English versions of the respective Uniform Laws, which the Commercial Code incorporates.

Given the importance of the English language for business, it is hoped that this translation will contribute to the economic development of Macao, as well as the diffusion of its legal system. The Government of the Macao SAR, in the person of the Secretary for Economy and Finance, Mr. Tam Pak Yuen, is to be congratulated for this timely initiative.

This translation benefitted substantially from experience gained in teaching the concepts and mechanisms of Macao's legal system, in English, to students of Business Law at the Faculty of Business Administration, University of Macao, where I was a part-time lecturer from 1993 to 2000.

Three persons were of key importance for its completion. Gonçalo Cabral has read the whole text and suggested countless amendments. Jesse Scott has combed the entire text various times so as to make sure that it does not cause too many perplexities to the English-speaking reader. Maria Cheng provided very efficient proofreading.

Needless to say, only the Chinese and Portuguese versions are official. While the utmost care has been invested in this unofficial translation, neither the author of the translation nor the Government of Macao accept liability for any reliance upon it; legal advice should be sought where appropriate.

The translator
Jorge A. F. Godinho

BOOK I - EXERCISE OF COMMERCIAL ENTERPRISE IN GENERAL
TITLE I - COMMERCIAL ENTREPRENEURS, COMMERCIAL ENTERPRISES AND ACTS OF COMMERCE
TITLE II - FIRM
TITLE III - COMMERCIAL BOOKKEEPING
TITLE IV - REGISTRATION
TITLE V - RENDERING OF ACCOUNTS
TITLE VI - REPRESENTATION IN THE EXERCISE OF AN ENTERPRISE
TITLE VII - LIABILITY FOR THE EXERCISE OF AN ENTERPRISE
TITLE VIII - CIVIL LIABILITY OF COMMERCIAL ENTREPRENEUR
TITLE IX - COMMERCIAL ENTERPRISE
TITLE X - REGULATION OF COMPETITION BETWEEN ENTREPRENEURS

BOOK II - EXERCISE OF A COLLECTIVE ENTERPRISE AND CO-OPERATION IN THE EXERCISE OF AN ENTERPRISE
TITLE I - COMMERCIAL COMPANIES
TITLE II - ECONOMIC INTEREST GROUPINGS
TITLE III - CONSORTIUM CONTRACT
TITLE IV - ASSOCIATION IN PARTICIPATION CONTRACT

BOOK III - EXTERNAL ACTIVITY OF AN ENTERPRISE
TITLE I - COMMERCIAL OBLIGATIONS IN SPECIAL
TITLE II - CONTRACT FOR SALE OR RETURN
TITLE III - SUPPLY CONTRACT
TITLE IV - COMMISSION CONTRACT
TITLE V - FORWARDING CONTRACT
TITLE VI - AGENCY CONTRACT
TITLE VII - COMMERCIAL CONCESSION CONTRACT
TITLE VIII - FRANCHISING CONTRACT
TITLE IX - BROKERAGE CONTRACT
TITLE X - ADVERTISING CONTRACTS
TITLE XI - CARRIAGE CONTRACT
TITLE XII - DEPOSIT IN GENERAL WAREHOUSES
TITLE XIII - LODGING CONTRACT
TITLE XIV - CURRENT ACCOUNT CONTRACT
TITLE XV - SECURITIES LENDING CONTRACT [REPORTE]
TITLE XVI - BANKING CONTRACTS
TITLE XVII - GUARANTEE CONTRACTS
TITLE XVIII - INSURANCE CONTRACT

BOOK IV - NEGOTIABLE INSTRUMENTS
TITLE I - NEGOTIABLE INSTRUMENTS IN GENERAL
TITLE II - NEGOTIABLE INSTRUMENTS IN SPECIAL