In view of the globalisation of business, it is increasingly common for a company’s main management to have its effective headquarters outside the country and territory of registration. Especially in large-scale companies whose business activities extend to Macau, it is also common for their directors to be dispersed in various places around the world.
The submission of tax returns to the government, the signing of commercial contracts, and similar acts are only binding on the company if they are carried out by a sufficient number of directors, as determined by law and the company’s articles of association. For this reason, collecting the directors’ signatures has been a complicated task for the company’s secretariat when the company’s directors are based outside Macau.
Article 235 of the Commercial Code states that the company may:
Appoint managers for the performance of any line of business that falls within its object;
Appoint commercial auxiliaries to represent the company in certain acts or contracts; or
By notarial instrument, appoint attorneys for the performance of certain acts or categories of acts.
By appointing managers, commercial auxiliaries, and attorneys, the company can be legally bound by persons other than its directors, in order to meet the company’s management needs.
However, such appointments must not be confused with the management of the company, which is the sole responsibility, duty, and competence of the directors, since, under the terms of the law, management must only be carried out by the directors. For this reason, directors cannot delegate management powers to attorneys, managers, and commercial auxiliaries. Therefore, the exercise of powers by these people must be supervised by the directors, who are responsible for the acts carried out by those they elect.
