Part 5: Signing in to the digital age
See Part 1: E-sign Laws: Hong Kong
The only Chinese city to legalise the casino business has been thriving as Macau has owned the top tourist spot in Asia for its prolific gambling scene.
Macau’s casino business attracts international tourists and accounts for 15% of employment for the working population. This small city also boasts tourist attractions that are enticing for international businesses to invest in. As Macau finds its place internationally, foreign businesses should understand the legal procedures regarding electronic signatures, which vastly improve the ease of conducting international business fluidly.
The Macau Civil Code governs the electronic signature legislation and adopts a tiered legal model.
Read on to learn more about the legal compliance for electronic signatures in Macau specifically, and check out more in this series below on Southeast Asia, Hong Kong, China, New Zealand, Australia, UK, Cayman Islands, and BVI.
Macau’s Electronic Signature Requirements
The passage of The Macau Law of Electronic Documents and Signatures in 2005 means e-signatures are legally recognised in Macau.
To prove a valid contract, a written signature is not required and contracts are considered valid if competent individuals reach an agreement. This can be verbally or electronically so long as its integrity can be shown. If parties need to present evidence in court, digital transaction management solutions can provide electronic records that are admissible as evidence under Articles 355 and 362 of the Macau Civil Code and Article 450 ff. of the Macau Civil Procedure Code.
Use Cases for E-sign
Instances where e-signatures are generally considered appropriate:
- HR documents, such as new employee onboarding processes including employment contracts, non-disclosure agreements, employee invention agreements, privacy notices, and benefits paperwork
- licenses for intellectual property, including software
- commercial agreements between corporate entities, including non-disclosure agreements, invoices, purchase orders, sales agreements and service agreements
- consumer agreements, including purchase orders, order confirmations, sales terms, services terms, invoices, shipment documentation, user manuals, and policies
Use Cases Requiring Physical Signature
There are some cases where a handwritten signature may be necessary. These include:
- Public works contracts (Decree-Law 74/99/M)
- Promissory contracts to purchase or transfer real property with real efficiency (Article 407, Macau Civil Code)
- Transmission of the property or use of a commercial enterprise, as well as the constitution of real use or guarantee rights over it, when the commercial enterprise comprises real assets (Article 94, Macau Notary Code)
- Division of common assets and property sharing in relation to inheritance, companies or any other common assets that comprise assets for which transmission a public deed is required (Article 94, Macau Notary Code)
- Incorporation, spin-off or merger of companies when they involve the assets for which transmission a public deed is required (Article 94, Macau Notary Code)
- Incorporation of groups of economic interest, consortium contracts and joint-ventures, when the interests provided comprise assets for which transmission of a public deed is required (Article 94, Macau Notary Code)
- Assignment of assets to creditors when it comprises assets for which transmission of a public deed is required (Article 94, Macau Notary Code)
- Contracts of extrajudicial transaction when from them effects that require a public deed may derive (Article 94, Macau Notary Code)
- Constitution of associations and foundations when they involve the transmission of real assets (Article 94, Macau Notary Code)
- Constitution and modification of mortgages over real assets, the transmission thereof of the change in the priority of the respective registration and the pledge of mortgage credits that must be registered with the land registry (Article 94, Macau Notary Code)
- Constitution, modification and discharge of the consignment of earnings and fixing and amendments of monthly alimony when charged over real assets (Article 94, Macau Notary Code)
- Financial leasing contracts over real assets (Article 94, Macau Notary Code)
- Revocation of residential and commercial lease agreements by mutual agreement of the parties, to be used as “enforceable titles” (Article 1015, Macau Civil Code)
- Residential and commercial lease agreements (Article 1032, Macau Civil Code)
- Assignment of the rental contract for commercial purposes to a third party (requires the witness of the signatures by a notary under (Article 1049, Macau Civil Code)
- Acts of incorporation (Article 179, Macau Commercial Code)
- Assignments of quotas in private limited liability companies by quotas (Article 366, Macau Commercial Code)
- Resignation of directors in private limited liability companies by quotas (Article 388, Macau Commercial Code)
- Commercial pledge (Article 915, Macau Commercial Code)
- Fiduciary transmission in guarantee (Article 918, Macau Commercial Code)
- Floating guarantee (Article 931,Macau Commercial Code)
- Powers of Attorney that confer generic civil or commercial administration powers, powers for exchange transactions, powers that involve the confession, waiver or transaction in judicial proceedings, and representation powers to intervene in acts that should be executed through public deed or similar notary instrument (Article 258, Macau Civil Code)
- Acts that import the recognition, constitution, acquisition, division or extinction of property rights, usufruct, use and housing rights, surface rights or servitude rights over real property, whether gratuitous or onerous (Article 94, Macau Notary Code)
- Certain contracts governed by the law of succession, such as contracts of inheritance (Article 94, Macau Notary Code)
- Contracts transmitting, renouncing to or waiving inheritance when the inheritance comprises real assets (Article 94, Macau Notary Code)
- Public wills (Article 2039, Macau Civil Code)
- Marriage contracts that cannot be executed according to the rules governing Civil Registry (Article 94, Macau Notary Code)
- Notarial Justifications (Article 94, Macau Notary Code)
- Strata Deeds (article 94, Macau Notary Code)
- Contracts for perpetual rent and lifetime rent if, in this case, the transmitted thing or right is valued in more than MOP500,000 or if that is the required form for its sale (Article 94, Macau Notary Code)
This article does not constitute legal advice.
The opinions expressed in the column above represent the author’s own.
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