MACAO SPECIAL ADMINISTRATIVE REGION
Decree-Law no.72/99/M
November 1
(Unofficial English Translation)
Decree-Law no.17/78/M of 3rd of June is the first legislation regulating the registration of accountants and auditors in Macao by defining the standard requirements of the profession.
Obviously, this regulation does not sufficiently assure the professional activities of accountants. The publication of the annexed Statute is to establish a more comprehensive framework to monitor the activities of accountants. For this purpose, opinions of the representatives from the professional associations have been heard, in the present of the Committee for the Registration of Accountants and Auditors.
Accordingly;
After hearing the Consultative Council;
The Acting Governor, in accordance with paragraph 1 of Article13 of the Organic Statute of Macao, decrees the following to have force of law in Macao:
Article 1
Approval
The Statute of Registered Accountants, which is an integral part of this law, is hereby approved.
Article 2
Committee for the Registry of Auditors and Accountants
The competencies, operation rules, and formation of the Committee for the Registry of Auditors and Accountants, referred to in the annexed Statute and hereinafter referred to as CRAC, shall be regulated by resolution of the Governor.
Article 3
Accountants registered with the Financial Services Bureau
1. Individuals, who had registered with the Financial Services Bureau as accountants, must apply for the professional license and the respective professional identity card within ninety days from the date this law enters into force.
2. The professionals mentioned in the preceding paragraph, who are also officers of public administration, including those employed in municipal and autonomous agencies, regardless of the nature of their employment, on the date this law enters into force, must apply to voluntarily suspend their registration, within ninety days from the effective date.
3. Non-compliance with the provisions of the above paragraphs results in automatic cancellation of registration.
Article 4
Accounting firms
1. Accounting firms, which exist before this law enters into force and contradict its terms, must regularize within one hundred and eighty days, under penalty of dissolution.
2. Accounting firms must apply for the professional license or voluntary suspension of registration within ninety days, from the date this law enters into force or the start date of the regularization mentioned in the previous paragraph.
3. Non-compliance with the provisions of the above paragraphs results in automatic cancellation of registration.
Article 5
Professional associations
Professional associations, which exist before this law enters into force and contradict its terms, must regularize within one hundred and eighty days, under penalty of dissolution.
Article 6
Transitory regime for registration of accountants
1. Individuals, who have continuously engaged in the field of accounting in companies and entities with organized accounting in the Territory and who, as of the effective date of this Statute, have engaged in these activities for five years or more, may register as accountants.
2. Candidates referred to in the previous paragraph are subject to the professional examinations deemed necessary by the Committee for the Registry of Auditors and Accountants.
Article 7
Transitory regime for registration of accounting firms
1. Professionals who have registered or will register as accountants, in accordance with the provisions of the preceding article, may establish and apply for the registration of accounting firms.
2. The provision of this article does not waive the requirement to obtain the declaration of the Committee for the Registry of Auditors and Accountants mentioned in paragraph 4 of Article 3 of the annexed Statute.
3. Any reference to individuals and collective persons, who exercise the functions set forth in this Statute, namely in tax regulations and legislation of the banking and insurance sectors, is considered to be referring to the accountants, accounting technicians and accounting firms registered in accordance with this law.
Article 8
Entry into force
This law enters into force on 1st of November 1999.
Approved on 28th of October 1999
To be published.
The Acting Governor, Vitor Rodrigues Pessoa.
* * *
ANNEX
STATUTE OF REGISTERED ACCOUNTANTS
CHAPTER I
Admission requirements of the profession
SECTION I
Designation and registration
Article 1
Designation and professional activities
1. Registered accountants are individuals, who plan, organize, execute and assume the responsibility to execute the accounting functions of individuals, or public or private collective persons, and jointly with these people, sign their respective tax returns.
2. Accounting technicians are individuals, who plan, organize, coordinate and execute the accounting functions of individuals, or public or private collective persons with whom employment relationship exists, and jointly with these people, sign their respective tax returns.
Article 2
Obligation to register
1. Only those accountants and accounting firms registered with and on the list organized by the Committee for the Registry of Auditors and Accountants (abbreviated as CRAC) are allowed to engage in the activities of the profession.
2. Accounting technicians who sign the tax returns of the respective entities are obliged to register in accordance with paragraph 2 of the previous article.
Article 3
Use of designations
1. Only the registered accountants and registered accounting firms authorized to practise in Macao are permitted to use the name or include in the company name the terms or expressions "Contabilista Registado", "Sociedade de Contabilistas Registados", "Sociedade de Contabilistas", or terms and expressions with similar meaning in any other languages, namely: the chinese expressions "Chu Chak Wui Kai Un", "Chu Chak Wui Kai Un Si Mou So", "Chu Chak Wai Kau Un Hong", and english designations "Registered Accountant", "Registered General Accountants", "Registered Accountants & Co", "Registered Accountants & Associates", "Registered General Accountants & Associates", or "R.A." and "R.G.A.", except where the respective use does not suggest the carrying on of the activities specific to registered accountants.
2. Accounting Technicians are permitted to use the terms or expressions "Tecnico de Contas", or terms and expressions with similar meaning in any other languages, including: the chinese expressions "Chun Yip Wui Kai Un" and english designations "Accounting Technician" or "A.T.", except where the respective use does not suggest the carrying on of the activities of accounting technicians.
3. The names of professional associations of registered accountants and accounting technicians are subject to the restrictions in this article, with necessary adaptations.
4. The use of the designations mentioned in the previous paragraphs should be approved by CRAC.
Article 4
General registration conditions
1. Only residents or individuals holding valid proof of the right to abode in Macao, who have reached majority, are allowed to register as registered accountants and accounting technicians.
2. The academic requirement of registered accountants and accounting technicians is twelfth grade obtained in the Territory, or equivalent qualification from recognized institution outside the Territory, or professional training courses recognized by CRAC to be sufficient to practise of the profession.
3. To register as accountants and accounting technicians, the compulsory examinations must be passed.
4. Registered accountants and accounting technicians who reside outside the territory may apply for registration by:
a) submitting the document to practise issued by professional organization belonged to;
b) passed the examinations deemed to be necessary by CRAC.
5. Accounting firms established outside the Territory may apply for their registration provided that the shareholders have already registered as registered accountants in accordance with the terms of the preceding paragraph and the following conditions have been fulfilled:
a) submit the latest document to practise issued by the professional organizations belonged to;
b) establish as civil companies in Macao;
c) at least one of the shareholders is permanent resident of the Territory or have the right to reside permanently in the Territory, and have already registered as accountant;
d) present authentic or notarized documents, supporting the establishment of a firm in Macao, issued by the head office of the firm;
e) at least 50% of the employees of the firm are residents of the Territory.
Article 5
Application for registration
1. Parties interested to register as accountants or accounting technicians should submit application to CRAC along with following original, authentic or notarized documents:
a) proof of residency or the right to abode;
b) certificate of criminal record issued for the purpose to register as accountants or accounting technicians;
c) declaration of honour, signed by the applicant of registered accountant, that no incompatible functions set forth in this Statute are involved;
d) proof of education attained or equivalent legal certification.
2. CRAC has the rights to request applicants to submit other necessary documents to prove that they have satisfied the conditions and requirements set forth in this Statute.
3. The request to issue a declaration of conformity of the firm name to be adopted must, depending on the circumstances of the accounting firms and professional associations, be accompanied by either the articles of association or amendments of the articles.
4. Registered accountants and accounting technicians who reside outside the Territory should submit:
a) the document mentioned in a) of paragraph 4 of Article 4;
b) the certification issued by the competent entities of the countries or territories in the past three months concerning the application's rights to practise the professional activities set forth in this Statute;
c) request to be exempted from the professional examinations, if applicable.
Article 6
Denial of registration
1. Registration shall be denied in the cases if the applicant:
a) lack of moral probity to practise the profession, especially those who had been convicted for offences against property, except if rehabilitated;
b) lack the full capacity to practise the profession, namely ruled by the court as lack of legal ability, interdicted, insolvent or bankrupted;
c) are existing of former judges or civil officers who have been sentenced guilty of crimes committed when exercising the profession, or have been retired, dismissed or removed from office, as a consequence of disciplinary proceedings of unethical acts, except if rehabilitated;
d) do not possess the conditions and requirements to practise the profession in the Territory.
2. Registration of audit firms will be rejected if the articles of association violate the terms of this Statute.
3. The decision of registration denial may be appealed according to general procedures.
Article 7
Voluntary suspension or cancellation
1. Registered accountants and accounting technicians may submit an application to CRAC to voluntary suspend or cancel registration.
2. Registered accountants and accounting technicians, who have applied for voluntary suspension and cancellation, must not quote the identity of registered accountants and accounting technicians and practise, in accordance with the provisions in this Statute, upon notification that the suspension and cancellation is effective.
Article 8
Automatic suspension
1. CRAC automatically suspends the registration of registered accountants and accounting technicians under the following circumstances:
a) a judicial decision prohibits the practice of the profession;
b) the terms in Article 12 are not complied with.
2. The terms in paragraph 2 of the previous article apply to automatic suspension of registration.
3. The court must inform CRAC of the decisions mentioned in a) of paragraph 1.
Article 9
Automatic cancellation
1. CRAC automatically cancels the registration of registered accountants and accounting technicians who have been inactive for over 3 years.
2. Paragraph 2 of Article 7 also applies to the cancellation mentioned in the previous paragraph.
3. The decision of cancellation may be appealed according to general procedures.
Article 10
Reinstatement of registration
1. Registered accountants, accounting technicians and accounting firms, whose registration was suspended or cancelled, may apply for reinstatement, and the decision will be made in accordance with the provisions in force when the reinstatement is requested.
2. CRAC may, upon consideration of the curriculum vitae of the applicant and the time has elapsed since the registration was suspended or cancelled, request the applicant to enroll in the examinations in accordance with Article 13.
3. For registered accountants and accounting technicians whose registration was suspended voluntarily or automatically, the intention to reinstate must be communicated to CRAC prior to end of the suspension period. The provisions in the previous paragraph also applies to these cases.
Article 11
Professional license and identity card
1. Professional licenses are issued to registered accountants and accounting firms, and a professional identity card is issued to registered accountants and accounting technicians additionally. Samples of the professional license and card are approved by resolution of the Governor.
2. The professional cards issued to accounting technicians should indicate the entities working for in accordance with terms of Article 17.
3. Registered accountants and accounting technicians should present their profession identity cards when dealing with the Tax Administration Department.
4. Registered accountants, accounting technicians and accounting firms, whose registration is suspended or cancelled, are obliged to return the professional licenses and identity cards immediately upon notification of the suspension or cancellation.
Article 12
Renewal
1. Professional card should be renewed on the 1st of February of each year.
2. Application for renewal must be submitted to CRAC in writing at least thirty days before the renewal date.
3. In exceptional and justified cases, CRAC accepts renewal application up to the 31st of March of each year. CRAC imposes a surcharge up to a maximum of three times the renewal fee for renewal of this kind.
Article 13
Professional examinations
1. CRAC regulates the professional examinations, such as the examination timetable, the length and the evaluation standards.
2. The professional examinations for initial registration covers the following areas:
a) General Accounting;
b) Cost Accounting;
c) Macao Taxation Law; and
d) Commercial Code.
3. The professional examinations for reinstatement covers only Macao Taxation Law and Commercial Code.
Article 14
Fees
1. Payments are required for the followings:
a) admission to professional examinations;
b) registration;
c) issuance of professional license, and issuance or renewal of professional identity card;
d) issuance of declaration of conformity of firm name and name of professional association, and issuance of certificates.
2. Fees are set by portaria of the Governor, and are reverted to the Territory.
SECTION II
Practice
Article 15
Limitations of functions
1. Registered accountants, accounting technicians, and accounting firms are prohibited to perform audit work, particularly the issuance of legal certification on financial accounts for public or private entities within or out of the Territory.
2. Violation of the above paragraph results in automatic cancellation of registration.
Article 16
Form of practice of registered accountants
1. Registered accountants carry out the functions defined in the present Statute with complete independence, both functionally and hierarchically, and may practise in any of the following forms:
a) as sole practitioner;
b) as shareholder of an accounting firm;
c) in accordance with the service rendered contract signed with a registered accountant, an accounting firm, an auditor or an audit firm.
2. A registered accountant, who is a sole practitioner, cannot be an accounting technician at the same time.
3. Registered accountants practising in accordance with the terms in c) of paragraph 1 are prohibited to be sole practitioner, shareholder of accounting firm, civil officer or accounting technician at the same time.
Article 17
Professional activities of accounting technicians
1. Accounting technicians are not allowed to sign the declarations of more than five entities, except if expressly approved by CRAC and relevant functional connection exists between the entities.
2. Accounting technicians may apply to request their registration to be altered to registered accountants, in accordance with Article 10, with necessary adaptations.
CHAPTER II
Rights and obligations
Article 18
General rights
1. Registered accountants and accounting technicians have the rights to demand from the entities being served:
a) all the documents, information and other elements necessary to exercise their functions;
b) work area with assured privacy if accounting work is carried out in the premises of the entities being served.
c) written confirmation of instructions which alter the circumstances.
Article 19
General duties
Registered accountants and accounting technicians should:
a) contribute to the prestige of the profession by acting with diligence and conscience, and refraining from acts that violates the dignity of the profession;
b) accept only assignments with the professional capacity to render and should carry them out in accordance with legal and technical norms;
c) sign only the accounting documents and tax returns of the accounting period where accounting functions have been performed or instructed to perform, and in the case of substitution of functions during the accounting period, assurance of the predecessor and direct confirmation of the accuracy of the accounting documents should be obtained before signing;
d) confirm in writing that all recorded items have been verified and there is no omission during the closing of the accounts;
e) organize a file of accounting work performed for each of the clients or entities, and safely keep the files for six years;
f) carry out the duties assigned by CRAC, including those mentioned in b) of Article 25.
Article 20
Use of name and identity
1. Registered accountants and accounting technicians practising individually should practise in their own name. The use of fictitious and impersonal names, such as a firm name, is prohibited;
2. Registered accountants who are shareholders of an accounting firm should practise on behalf of the firm and in its name;
3. In the documents signed by the registered accountants or accounting technicians for functions governed by this law, there must be indication of his professional identity.
Article 21
Solicitation and advertising
1. Regardless of the form of solicitation, registered accountants and accounting technicians should only quote their own names and professional qualifications.
2. Registered accountants and accounting firms are prohibited to solicit with circular, notice, mass media or any other kind.
3. The followings are not classified as professional advertising:
a) indication of legally recognized academics and professional qualifications of the registered accountants in the field of accounting, or reference to the accounting firms of which they are shareholders;
b) erection of signboards outside the building in which the office is located, and the use business card, letters, reports or other documents, which only show the name of the registered accountant or accounting firm, office address, office hours and telephone number or other means of contact.
c) inclusion of the academic and professional qualifications of the registered accountants, accounting technicians and their collaborators, type of services offered, their business addresses and list of clients, in the responses of the queries from clients.
Article 22
Responsibilities to clients
1. The responsibilities registered accountants, accounting technicians and accounting firms have to their clients are:
a) to practise the profession with conscience and diligence;
b) to refrain from acts that will put clients at risk;
c) maintain professional secrecy of the facts and documents acquired in the course of professional work, and this responsibility may be released by the client or entity, CRAC and judicial decision;
d) do not disclose may the proprietary industrial and commercial information of the clients obtained during the performance of professional work by any means;
e) do not use the information acquired during the course of professional work for his personal advantage or for the advantage of a third party;
f) do not abandon work entrusted without good reasons.
2. Registered accountants, accounting technicians and accounting firms must not, without justified reasons previously recognized by CRAC, refuse to perform year-end closing work of the accounting year being responsible for, nor refuse to sign the respective financial accounts and tax returns when the deadline to submit these documents is less than three months away.
3. Registered accountants, accounting technicians and registered accounting firms, that assume the responsibility to render services or bound by employment contract in the course of professional work, may sign the tax returns of clients with explicit reserve for the period where no services were provided.
Article 23
Responsibilities to the Tax Administration Department
The responsibilities auditors and audit firms have to the Tax Administration Department are:
a) execute or assure the execution of accounting work in accordance with law and technical standards;
b) follow up and facilitate the request by the Tax Administration Department, to examine the accounts, accounting documents and tax returns of the entities to whom services were rendered.
c) not to engage in activities, that directly or indirectly, lead to the concealment, destruction, invalidity, forgery and infringement of the accounts, accounting documents, and the respective tax returns.
d) oblige to present the professional identity card when requested.
Article 24
Responsibilities to other registered accountants, accounting technicians and
accounting firms
1. There is reciprocal responsibility between registered accountants, accounting technicians and accounting firms to collaborate with the peer, who is entrusted to perform accounting functions, by providing the peer with the information relevant to accounting functions previously responsible for, as well as written response to all requested clarification.
2. Before accepting the engagement of existing clients of peers, registered accountants, accounting technicians and accounting firms should request a written confirmation from the peers that there are no technical issues in accepting the clients. All unpaid fees due to the peers should be settled prior to acceptance.
3. If no agreement exists between the client and the creditor, CRAC may approve the change over mentioned in the previous paragraph after the hearing from the interested parties.
Article 25
Responsibilities to CRAC
The responsibilities registered accountants, accounting technicians and accounting firms have to CRAC are:
a) to comply with the provisions in this Statute, and the regulations, decisions and guidelines of CRAC;
b) to cooperate with CRAC in fulfilling its duties and objectives, to exercise the position nominated and to fulfill the tasks entrusted;
c) to notify CRAC of the change of business address within thirty days;
d) to notify CRAC of the amendments to the articles of association within thirty days.
Article 26
Confidentiality
1. Registered accountants and accounting technicians should not disclose any facts, content of the documents or any other information acquired in the course of professional work to public or private entities, inside and outside of the Territory, except when there is a legal duty or approval from the authoritative entity to disclose.
2. Confidentiality does not apply to :
a) communication between shareholders;
b) communication between registered accountants and accounting technicians, to the extent of the planning, organization, and execution of the accounting of individuals and public or private collective persons, strictly for the purpose to carry out their routine functions. The registered accountants and accounting technicians must notify the board of administration of the respective enterprise or entity in advance.
Article 27
Incompatibilities
1. The functions of registered accountants and accounting technicians are incompatible with the functions below:
a) chairperson, member and advisors of Macao governmental bodies, and members, civil officers and contracted agents of respective offices, except for members of the Legislative Council;
b) existing or acting judges of the courts and Public Prosecution Office, as well as civil officers and agents of any tribunal;
c) president, vice-president, civil officers and agents of the Municipal Bureaus;
d) public notary, Director of Registry, and civil officers or agents of the Registration and Notary Office;
e) civil officers or agents of any public departments;
f) current members of the army or military forces;
g) any other duties which are specified in special law as incompatible duties of registered accountants and accounting technicians.
2. In general, the incompatible positions mentioned above disregard the designation, the nature and type of the appointment, the form of remuneration, and the legal regime of the respective functions.
3. Requirement of incompatibility does not apply to those who are retired, inactive, on unpaid leave or in reserve.
4. If incompatibility exists between the activities foreseen in this law and those the registered accountants and accounting technicians currently, or plan to, engage in, the registered accountants and accounting technicians shall discontinue their functions and apply to suspend or cancel their registration, depending on the circumstances.
CHAPTER III
Firm
SECTION I
General provisions
Article 28
Nature and object
1. Accounting firms should be in the form of civil companies, with the object to engage only in the activities set forth in Article 1 and 15 of the present Statute.
2. The firms mentioned previously are taxed as commercial enterprises.
3. Accounting firms adopt the legal regulations stipulated for civil companies, except if special provisions exist.
Article 29
Legal personality
Accounting firms gain legal personality by registering with CRAC.
Article 30
Shareholders
1. Only the accountants who have registered with CRAC in accordance with the provisions of this Statute can become shareholders of accounting firms.
2. No registered accountant can become the shareholder of more than one accounting firm.
3. If registered accountants are still bound by contracts when they become shareholders of an accounting firm, the firm substitutes them in assuming their contractual rights and obligations.
Article 31
Firm name
Accounting firm should adopt one of the designations mentioned in Article 3.
Article 32
Creation
1. The creation of a company shall be done by means of a written document, unless another form is required by the nature of the goods with which the shareholders contribute to the company.
2. The article of association must mention:
a) the firm name;
b) the registered office of the firm, the object and the duration if it has been determined;
c) the identity of the shareholders and reference to their registration with CRAC;
d) the company capital and number of shares, the nominal value of the shares and their distribution;
e) the nature and appraisal value of each shareholder's capital participation;
f) the amount of cash contribution on the date of creation.
Article 33
Registration with CRAC
1. Registration of the firm shall be filed within fifteen days from the date of creation by all shareholders or the administration, or by one or several shareholders with the consent of the rest.
2. Application of registration shall be accompanied by a copy of the act of incorporation and documents that prove the payment of company capital.
3. Registration shall mention the names and residential addresses of the shareholders, and other relevant information.
4. A firm is considered to be dissolved if registration is not filed within the period mentioned in paragraph 1.
Article 34
Examination of the books of accounting firms
CRAC may order to examine the books and documents of accounting firms for deontology and disciplinary reasons.
Article 35
Publication of the articles of association
1. The articles of association shall be published in the Official Gazette and in a portuguese or chinese newspaper in Macao within thirty days from the date of registration.
2. The administration shall forward the publications referred to in paragraph 1 to CRAC within 15 days from the last publication date.
3. The preceding two paragraphs apply to amendments of the articles of association with necessary adaptations.
4. Any interested person may request CRAC to certify the information in the articles of association of a firm, such as the identity of the shareholders, firm name, registered office, object, duration, rights and responsibilities of the shareholders and administrators, and its dissolution.
Article 36
Change of shareholders
1. If, for any reasons, there are shareholders joining or leaving the firm, the articles of association must be amended within a period of thirty days, and the respective amendments must be registered with CRAC within fifteen days, along with a copy of the modified act.
2. In the case of decease of a shareholder, the periods mentioned in the previous paragraph begin on the date determined in accordance with Article 54 "Destiny of the capital of deceased shareholder", and nevertheless, CRAC should be notified within thirty days from the date the destiny is determined.
3. If the name of a shareholder is included in the firm name, the occurrence of any of the situations mentioned in the previous paragraphs results in amendment of the firm name.
4. Request to change the firm name should be submitted, with justifiable reasons and accompanied by the declaration of admission or exoneration of shareholders, to CRAC within the time period referred to in paragraph 1 and 2.
5. In the case of cessation of capital participation, the firm name in use may be maintained, in accordance with the periods and provisions set forth in this Article, by submitting a declaration of authorization by the shareholder who ceases to participate.
6. In the case of deceased of a shareholder, the declaration of authorization is made by the heir of the decreased shareholder.
SECTION II
Relationship between shareholders
Article 37
Capital participation
1. Payment of capital participation may be in the following forms:
a) capital participations in kind should be fully paid at the moment of the act of incorporation;
b) at least half of the sum of cash participations should be paid on the subscription date, and the remaining balance should be settled on the date mentioned in the articles of association. If this is not mentioned in the articles, the payment date should be set by the administration, but not later than one year after registering with CRAC.
2. Cash participations should be deposited into the bank account in the name of the administration on the subscription date.
3. Capital participations in accounting firm may not be used as collateral.
Article 38
Administration
1. All shareholders, including both the founding shareholders and shareholders admitted later, are administrators of the firm, and administration of the firm belong exclusively to them.
2. Shareholders whose registration is suspended cannot carry out administration
Article 39
General meeting
1. A general meeting shall normally be held annually, and also, may be called upon by at least half of the total number of shareholders or shareholders representing one-forth of the capital of the firm, with indication of the subjects to be included in the agenda.
2. The shareholders should be notified no less than eight days before the date of the meeting, except if otherwise stipulated in the articles of association.
3. Each shareholder has the number of votes provided in the articles of association, and if no provisions exist in the articles, each shareholder has one vote.
4. Shareholders may assign, in writing, other shareholders to represent them in the general meeting.
5. Resolutions cannot be passed if, in the first call, less than three quarters of the shareholders or representing shareholders attend the meeting. However, if the required number of attendees is not met in the second call, resolutions can be passed regardless of the number of shareholders or representing shareholders attending the meeting.
6. Three quarters favourable votes of the total votes should be obtained regarding resolutions to amend the articles of association, extension of the duration of the firm and dissolution of the firm.
7. Resolutions should be recorded in the minutes. Minutes shall mention the time and place of the assembly, the names of the shareholders or representing shareholders attended, the subjects included in the agenda, the content of the resolutions voted and the result of the votes. The minutes shall be signed by the shareholders attended with indication of the shareholders being represented.
Article 40
Accounts and report
1. At the end of each accounting period, the board of administration shall prepare the annual accounts and a report of the operating results.
2. The accounts and report of the operating results shall be submitted to the general assembly for approval within ninety days after the end of the accounting period.
3. The report of the administration must not refer to the facts acquired in the course of and related to rendering professional services to other entities.
Article 41
Use of operating results
The general meeting determines the use of the results of each accounting period.
Article 42
Distribution of profits
1. The articles of association may fix the participation of profits to be made in proportion to the capital contribution of the shareholders or diversely.
2. If there is no provision in the articles of association, profits and losses are shared equally among the shareholders.
Article 43
Right to information
Any shareholder may, at any time, consult:
a) the accounts of the firm and the reports of prior accounting periods;
b) the accounts and register of the professional activities of other shareholders;
c) all the documentation of the firm.
Article 44
Special duties of the shareholders
The shareholders of accounting firms have the following duties:
a) to consecrate to the professional activity of the firm, but without hindering the participation of functions which are not incompatible to the accounting profession and not prohibited in the articles of association;
b) to carry out the functions of registered accountant on behalf of the firm;
c) to indicate the firm name in professional documents.
Article 45
Incompatibility specific to shareholders
Unless otherwise provided by this Statute, shareholders must not in any case practise under their own name.
Article 46
Transfer of capital participations
1. Participations are transferable to whoever satisfy the requirements in Article 4.
2. Participations can be transferred freely among the shareholders, unless the articles of association require the assent of the firm, which in this case, paragraph 3 to 8 must be complied with.
3. The plan to transfer participation to a third party must be communicated to the firm and all the shareholders by registered mail with receipt advice.
4. From the perspective of the firm, the transfer mentioned in the previous paragraph is effective upon the assent of the firm, which should be communicated by registered post with receipt advice. Assent is implied if the firm does not object within sixty days from the receipt date of the final notice mentioned in the previous article.
5. If the firm does not assent, a subscription proposal by other shareholders or third parties, or redemption of participations, in the same form and with indicated price, should be included in the letter of refusal, otherwise assent is implied.
6. The assent required in paragraph 4 and the subscription proposal by third parties mentioned in the previous article should obtain the favourable votes corresponding to at least three quarters of the remaining shareholders, unless the articles of association require qualified majority.
7. The transfer price or the payment of the redemption is considered to be determined, if the shareholder does not express any objection within ninety days from the receipt date of the proposal.
8. If a shareholder turns down the transfer price or payment of the redemption, the respective receipt should be deposited.
Article 47
Acquisition of own participations
A firm can acquire its own participations against payment by means of a resolution of the shareholders, and can acquire them gratuitously by means of a resolution by the administration.
Article 48
Effectiveness of transfer to third parties
1. The acquirer should file the subscription documents with CRAC.
2. The transfer is by no means effective to third parties before the filing, but it can be invoked by them.
Article 49
Redemption of participations
If capital participation is partially redeemed, it should be accompanied by a corresponding reduction of capital.
SECTION III
Relationship with third parties
Article 50
Representative of the firm
1. The administration represents the firm inside and outside the court.
2. If the administration consists of several administrators, the members only jointly represent the firm, except if otherwise stipulated in the articles of association.
3. The administrators, who are joint legal representatives of the firm, may authorize one or more of them to perform certain acts or types of acts.
4. The provisions of the previous paragraphs do not prejudice the responsibilities of the administrators towards the firm upon violation of the articles of association or resolutions of the firm.
Article 51
Liability for company debts
1. The accounting firm is liable to its debts with its patrimony, except the following paragraph provides otherwise.
2. It is lawful to stipulate in the articles of association that the shareholders are liable the company debts, up to a certain amount. This is a joint and several liability with the accounting firm, and is a subsidiary liability that is enforced during liquidation.
3. With the effect of the previous article, the ratio of the debts each shareholder is responsible can be fixed in the articles of association.
4. If the law and the terms in the contract, which protect creditors' rights, are violated due to fault, and the assets of the firm are insufficient to satisfy the creditors, the administrators are liable to the creditors.
Article 52
Civil liability of the shareholders
1. Shareholders have civil liability to their acts when providing professional services to entities, and are jointly and severally liable with the accounting firm.
2. The personal guarantee of the shareholder must be transferred to the accounting firm in accordance with the terms of the resolution passed for this purpose.
Article 53
Civil liability of the firm
The firm is jointly and severally liable to the damages arising from the acts mentioned in the previous article, but without prejudice to its right of return against the shareholders.
Chapter IV
Decease, exoneration, and exclusion of shareholders
Article 54
Destiny of capital participation of deceased shareholder
1. Capital participation of deceased shareholder maybe transferred to the heir who is a registered accountant, nevertheless, the articles of association may exclude transfer of this kind or supplement with additional terms.
2. If more than one heirs who are registered accountants exist, the distribution decision determines if the participation is transferable or not, without prejudice to the following paragraphs.
3. The heir or heirs may transfer the participation to third parties within one hundred and eighty days from death of the shareholder, in accordance with the terms of Article 46. They shall comply with the requirements in the articles of association and the applicable terms of articles previously cited.
4. The period mentioned in the previous article may be extended by CRAC, upon the request of the heirs and after the hearing of the firm.
5. The inherent rights and duties of the capital participation of the deceased shareholder are temporarily suspended until the participation is transferred to a third party or the heir or heirs.
6. If the heirs have not yet transferred the participation to a third party, nor requested the accounting firm to accept the allotment to one or more of the heirs before the period stated in paragraph 3 and 4 expired, the accounting firm may arrange subscription or redemption of the participation within ninety days, in accordance with paragraphs 5 to 8 of Article 46, with necessary adaptations.
7. Before the destiny of the capital participation of the deceased shareholder is determined, other shareholders are prohibited to amend the articles of association at the disadvantages of the heirs.
Article 55
Destiny of capital participation of exonerated shareholder
1. If law and the articles of association recognize the rights to exonerate, the shareholder who wishes to exonerate shall give notification, in accordance with paragraph 3 of Article 46.
2. The proposal of acquisition or redemption of capital contribution shall be passed by a resolution of the audit firm within ninety days from the notification date, in accordance with paragraphs 5 to 8 of Article 46 with necessary adaptations.
Article 56
Destiny of capital participation of excluded shareholder
1. The excluded shareholder shall transfer his capital participation to a third party or other shareholders, in accordance with paragraph 1 to 4 of Article 46, within one hundred and eighty days from the date a resolution is determined.
2. If the transfer has not yet been made after the period mentioned in the previous article has expired, paragraphs 5 to 8 of the Article referred to in the previous article can be applied, with the necessary adaptations.
Article 57
Suspension of rights in the firm
The rights of a shareholder in the firm will be impeded if his registration continues to be suspended, without prejudice to the provisions of following article.
Article 58
Exclusion of shareholder
1. A shareholder shall be excluded when:
a) the qualifications to practise as registered accountant is permanently loss;
b) registration is cancelled resulting from incompatibility as stipulated by law or the articles of association;
c) paragraph 2 of Article 30 is violated.
2. A shareholder shall be excluded, by means of resolution, in accordance with the articles of association or under the following cases:
a) when registration as an registered accountant is mandatorily or voluntarily suspended for one hundred and eighty days or more;
b) when criminal proceeding temporarily prohibit to practise the profession;
c) when three disciplinary punishment was received in a five-year period.
3. The exclusion of a shareholder cannot be justified by a) of the previous article, if the registration of the shareholder is reinstated, or the voluntary suspension has previously assented by the firm and the respective resolution has been recorded in the minutes of the general meeting.
4. The exclusion of a shareholder, in accordance with paragraph 2, requires three-quarter favourable votes from the shareholders corresponding to three quarters of the total votes, except if the articles of association demand qualified majority.
5. The exclusion should be communicated to the excluded shareholder by registered mail with receipt advice, and accompanied by a copy of the minutes of the general meeting where the resolution was passed.
6. In the case of litigation, CRAC must assign, upon the request of the excluded shareholder and at his own expense, one of its members to intervene as an arbitrator to regularize the consequences emergent from the exclusion, without damaging the possibility of either party to request a court trial.
SECTION V
Dissolution and liquidation
Article 59
Dissolution and liquidation of the firm
1. After dissolution and before allocation is completed, shareholders may practise in their own names.
2. The firm shall notify CRAC and those entities with whom it has entered into service rendered contracts by registered mail with receipt advice within thirty days from liquidation.
3. The shareholders, who continue to practise as registered accountants, are obliged to fulfill the contractual responsibility to instruct and execute on behalf of the firm, except if the other party release the obligation by registered mail with receipt advice, within thirty days from the receipt of the notification mentioned in the previous paragraph.
CHAPTER IV
Professional associations
Article 60
Professional associations
Registered accountants and accounting technicians may establish professional associations in accordance with general law and the provisions of this Statute.
Article 61
Initial and subsequent requirements
1. Professionals, who have registered as auditors, cannot be constituent members of professional associations of registered accountants or accounting technicians nor sign the annual member list.
2. Professional associations of registered accountants or accounting technicians must submit the member list, signed by the members of the council or at least ten members who fulfill the requirements of the previous paragraph, to CRAC before 31st of December of each year.
Article 62
Declaration of conformity of association name and articles of association
1. Registered accountants, who intend to establish a professional association, must apply with CRAC for its consideration and request a declaration of conformity of association name and articles of association.
2. If the name of the association and the articles of association to be adopted violates the terms of this Statute, the declaration will not be issued.
Article 63
Duties to CRAC
The duties of professional associations to CRAC are as follows:
a) to execute the provisions of this Statute and the regulations, resolutions, and directives of CRAC;
b) to cooperate with CRAC in fulfilling its attributes and objectives, and their members must accept the positions assigned and fulfill the tasks entrusted;
c) any amendments to the articles of association of a professional association should be notified to CRAC within thirty days.
CHAPTER V
Disciplinary and criminal responsibility
Article 64
Breach of disciplinary responsibility
A registered accountant and accounting technician, who fails to comply with the general and special duties set forth in this Statute, either through his acts or omission, even due to negligence, is regarded as disciplinary infringement.
Article 65
Disciplinary penalties
1. Depending on the offences committed by the registered accountants and accounting technicians, the following disciplinary penalties can be applied:
a) warning;
b) fine, up to a maximum of $200,000 patacas;
c) suspension up to three years;
d) cancellation of registration.
2. CRAC must notify the Department of Public Auditing, Tax Investigation and Appeals of the Financial Services Bureau the execution of c) and d) of the previous paragraph.
3. CRAC must send the notice to execute c) and d) of paragraph 1 for publication in the Official Gazette and in a portuguese or chinese newspaper.
4. Except expressly provided otherwise, c) and d) of paragraph 1 apply to disciplinary infringement that seriously damage the dignity and prestige of the profession.
Article 66
Characterization of the penalties
1. Warning is a cautionary advice of the disciplinary infringement, and is documented in the professional's individual record in CRAC.
2. Fine is a payment of a certain amount not exceeding the amount cited in b) of paragraph 1 of the previous article.
3. Suspension is a temporary impediment to practise the profession.
4. Cancellation is a permanent impediment to practise the profession.
Article 67
Application of penalties
1. Warning applies to minor infringement in practising the profession.
2. Fine applies to cases of negligence, refusal of CRAC's assignments without proper justification, and the following:
a) the offender has received two warnings in a two-year period;
b) the tax returns prepared have significant and obvious deficiencies, which cannot be corrected simply by clarifications or supplemental information, even if such deficiencies do not result in damages to the Tax Administration Department;
c) abandonment of the work accepted without justification, particularly during the closing of the accounts to be approved by the general meeting;
d) non-justifiable refusal to sign documents and tax returns three months prior to the submission deadline;
e) non-justifiable refusal to cooperate with the Tax Administration Department within a fixed period of time to clarify the assertions in the tax returns accountable for.
f) verification of any incompatible functions laid down in this Statute.
3. Suspension applies to cases of gross negligence and serious disregard of professional duties, namely:
a) repetition of the acts stated in the previous paragraph;
b) late payment of fines and taxes, particularly if the taxes are compulsory;
c) disclosure of professional confidentiality not authorized by law;
d) disclose, by any means, the proprietary industrial and commercial information of entities obtained during the performance of professional work;
e) use of information acquired during the course of professional work for personal advantage or for the advantage of a third party;
f) being shareholder of an accounting firm who practices in his own name;
g) material inconsistency with the records of the client is found in the tax return signed;
h) violation of the provisions related to solicitation and advertising.
4. Cancellation applies to cases of impracticability to practise the profession, including:
a) occurrence of the cases described in a) to e), g) and h) of the previous paragraph, which results from acts that have caused serious damages to clients or third parties, including the Tax Administration Department;
b) intentionally lead to, either directly and indirectly, the concealment, destruction, invalidity, forgery and obliteration of the documents and tax returns being responsible for.
Article 68
Accessory penalty
An accessory penalty can be imposed on suspension by prohibiting participation in CRAC and in the council of professional associations up to a maximum of five years.
Article 69
Disciplinary responsibilities of accounting firms
1. The disciplinary provisions in this Chapter and the attributes of this Article also apply to accounting firms.
2. The disciplinary proceeding against an accounting firm is independent of that to penalize its shareholders and the registered accountants it has employed as provided in Article 64 and the articles that follow.
3. Disciplinary infringements of the shareholders and registered accountants employed by an accounting firm are considered as infringements of the firm.
4. The provisions of this article also apply to professional associations, with the necessary adaptations.
Article 70
Determining the degree of penalty
In the application of penalties, the followings shall be considered cumulatively:
a) gravity of the offence;
b) degree of fault;
c) character of the offender;
d) financial ability of the offender;
e) disciplinary precedents;
f) damages of the infringement;
g) favourable and unfavourable circumstances to the suspect at the time of the disciplinary infringement.
Article 71
Special extenuation
When mitigating circumstances that substantially extenuate the fault of the offender exist, the penalty can be reduced by one tier.
Article 72
Special aggravations
1. Below are special aggravating circumstances of disciplinary infringement:
a) the intention of the acts is to which intentionally damage the reputation of CRAC or the general and special interests of the profession;
b) recidivism;
c) premeditation;
d) complicity with client to commit an offence;
e) offence committed during the execution of a disciplinary penalty;
f) successive infringement;
g) accumulative infringement;
2. Recidivism occurs when an offence, which is of the same nature as an offence already punished, is committed within two years from the execution of the penalty imposed on the first offence.
3. Premeditation occurs if there is a plan for the offence.
4. Successive offences refer to cases when an offence, which is of different nature as an offence already punished, is committed within two years from the execution of the penalty imposed on the first offence.
5. Accumulative offences refer to cases when two or more offences are committed at the same time or when an offence is committed before a previous committed offence was punished.
Article 73
Recidivism, succession and accumulation
In the cases of recidivism, succession and accumulation, the application of sanctions is as follow:
a) fine, if warning has been previously applied;
b) fine in double, but not exceeding the limited mentioned in b) of paragraph 1 of Article 65, if fine has been previously applied;
c) suspension, if the limit referred to in the previous paragraph has been exceeded;
d) cancellation, if suspension has been previously applied.
Article 74
Preventive suspension
1. At any stage of the proceeding, preventive suspension can be ordered from the accused under the following circumstances:
a) there are reasonable grounds that the accused will perpetrate new and serious disciplinary offence, or the attempt to interfere the course or inspection of the disciplinary proceeding;
b) the accused has been sentenced for criminal act in exercising the profession or crime against property.
2. Competency of preventive suspension belongs to the Governor.
3. CRAC must notify the Department of Public Auditing, Tax Investigation and Appeals of the Financial Services Bureau upon the order of preventive suspension.
4. Preventive suspension is always discounted from the penalty of suspension.
5. The disciplinary proceedings of the accused, who has been suspended, have priority over other disciplinary proceedings.
Article 75
Competencies
1. The provisions in this Statute are supervised by CRAC and the Department of Public Auditing, Tax Investigation and Appeals of the Financial Services Bureau.
2. The establishment of disciplinary proceedings is the competency of the Director of Finance Services, upon the proposal of CRAC.
3. The application of disciplinary sanctions that is not of the Governor's competence is the competence of the Director of Finance Services.
Article 76
Disciplinary procedure
1. Disciplinary proceeding is established by the Director of Finance Services, on his own initiative or under the proposal of CRAC, on the basis of the factual report drafted in accordance with the requirements of the following article.
2. An instructor, as well as a secretary, shall be nominated for the proceeding in the resolution.
3. After the proceeding has been established, the instructor shall deduce accusation of the disciplinary infringement when sufficient evidence is available, and notify the accused of the accusation by registered mail with receipt advice within fifteen days.
4. The accused has the right to appeal within fifteen working days from the receipt of the notice mentioned in the previous paragraph.
5. Subsequent to the diligence required in a later stage, the instructor shall draft a report within fifteen working days. The report shall include the evidence, a proposal to close the case or a proposal of punitive sentence which consists of:
a) particulars of the infringement;
b) personal and professional data of the offender;
c) circumstances constituting extenuation and aggravation;
d) the appropriate penalty, with expressed reference to the application of accessory penalty and potential criminal responsibility.
6. The decision of the Governor or the Director of Finance Services shall be made within fifteen working days, and CRAC and the accused shall be notified at the same time in accordance with the terms of Article 78.
Article 77
Factual report
1. The entity with the competency to supervise shall draft a factual report when it is aware of the infringement.
2. If the entity to draft the factual report is not CRAC, the report shall be submitted to CRAC for the proposal to establish corresponding disciplinary proceeding.
3. The factual report shall mention:
a) the identity of the presumed accused;
b) the date the infringement was uncovered;
c) the documents requested from accountants or accounting firms;
d) diligence which can be imputed to accountants or accounting firms;
e) specific indication of the infringement with reference to the legislation violated;
f) any other elements considered relevant to ascertain the facts.
Article 78
Notification of punitive sentence
1. The offender shall be notified of the punitive sentence in person or by mail.
2. Notification by mail shall be sent by registered mail with receipt advice to the professional or company address, and is effective from the date the receipt advice is signed.
3. In the case where the registered letter is returned or the receipt advice is neither signed nor dated, the notification is effective five days after the registered date of the letter.
4. Notification in person shall be executed by two officers of the Financial Services Bureau, who have the authority granted by the Director of Finance Services.
5. When it is not possible to notify the offender in accordance with the terms in the previous paragraphs, the offender is considered to have been notified on the day following the publication of the content of the notification in the Official Gazette of Macao.
Article 79
Appeal
1. Necessary administrative remedy of the disciplinary decision of the Director of Finance Services shall be presented to the Governor, and the effect of the decision shall be temporarily suspended.
2. Remedy shall be applied within thirty days from the notification date of the respective decision.
3. The decision of the Governor may be appealed to the tribunal in accordance with general law.
Article 80
Destiny and payment of fines
1. Fines received shall be revenue for the Territory of Macao.
2. Fines shall be paid within thirty days from the notification date of the sanction.
Article 81
Compulsory collection of fines
1. If fines are not paid voluntarily within the period fixed, the certificate of punitive sentence shall be delivered to the competent entity for the purpose of compulsory collection.
2. The certificate of punitive sentence mentioned in the previous paragraph sufficiently warrants the enforcement of compulsory collection.
Article 82
Limitation of disciplinary proceedings
1. The right to establish disciplinary proceedings is limited to five years from the date of the infringement was committed. When the Governor or CRAC is aware of infringement, the right expires if proceedings are not established in one year.
2. If the infringement constitutes crime, the limitation of disciplinary proceedings is the same as that of criminal proceedings, if the latter is more than five years.
Article 83
Limitation of sanctions
Disciplinary sanctions are effective from the date punitive sentence is definite and within the periods laid down below:
a) three months for warning;
b) six months for fines;
c) three years for suspension and cancellation.
Article 84
Revision
1. The Governor may revise the punitive sentence if there are new facts or means of proof that may modify previous ruling and have not been used in disciplinary procedure by the accused.
2. When revision is granted, the governor should determine the process to be submitted again, and to proceed with the procedures, without prejudice to the general terms in place for appeals.
Article 85
Usurpation of functions
Anyone, who exercises the functions defined in this Statute, without registering with CRAC, expressly claimed or implied to have registered when haven't, or although registered, the registration is suspended or cancelled, commits the crime of usurpation.
Article 86
Material disobedience
Anyone, who intentionally refuses to execute the instructions of CRAC within its competencies, has committed the crime of material disobedience.
Article 87
Criminal responsibility
The provisions of the present Statute do not prejudice the criminal procedures, in general terms, which may take place eventually.