SSRN Id1280595

JORGE AF GODINHO
PhD (European University Institute, Florence)

LLM (Univ. Macau), Lic. Law (Univ. Lisbon)
Associate Professor of Law, University of Macau
THE MACAU CIVIL CODE

A PARTIAL ENGLISH TRANSLATION
[draft version; not for distribution; comments are welcome]
Macau
12 September 2013
J. GODINHO, Macau Civil Code, September 2013
Preliminary
This text is a partial English translation of the Civil Code of the

Macau Special Administrative Region of the Peoples Republic of
China. The Macau Civil Code was approved by Decree-Law no.
39/99/M, of August 3, just a few months before the transfer of
sovereignty over Macau from Portugal to China.
In terms of genealogy, the 1999 Code is in essence an updated,
improved and localized version of the 1966 Portuguese Civil Code,
which in turn is heavily influenced by the German Civil Code (BGB).
The Code is therefore a grandson of the BGB, although clearly other
influences are also present. Nevertheless, this origin reflects a shift
towards German legal science by the Portuguese academic legal
community, which took place from the early years of the twentieth
century.
The division used in the Civil Code is, unsurprisingly, the so-
called German classification of civil law branches, created during the
nineteenth century by the German Pandectist movement, and also
used by the BGB, which separates between:
I. General part
II. Law of obligations
III. Property law
IV. Family law
V. Succession law
One feature of the legal tradition in which the Civil Code fits is
the extensive use of very abstract and technical concepts, which are
intended to be precise, logical and consistent, almost scientific. This
conceptual refinement is typical of civil law legal systems and flows
from the German Pandectist tradition that produced the BGB. For
more details, see Jorge Godinho, Macau business law and legal system,
Hong Kong, LexisNexis, 2007.
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The importance of the existence of a translation of the Civil Code

into English cannot be overemphasized. The Civil Code is the basic
foundation of private law and especially of business transactions. The
fundamental concepts and regulation of contracts and of property law
and civil liability (torts) can be found in the Civil Code, namely the
detailed rules on the mortgage, bond, purchase and sale, loan,
conclusion and performance of contracts, and many other matters of
direct interest to business transactions. The Civil Code is the basis for
the regulation of all business activities, and it is the legal foundation
upon which the Commercial Code is built.
An attempt was made to produce an accurate and consistent
translation, employing a modern and elegant style of English writing,
consistent with the translation of the Commercial Code. This is
obviously a rather difficult task, both in quantitative and qualitative
terms. More than a translation, it is, in fact, a highly specialized work
of legal research, given that the search for the appropriate equivalent
terms and expressions involves considerable comparative law
research.
A word of thanks is due to all my students: with clinic eye, they
greatly helped to improve the translation.
The author gladly welcomes all comments, suggestions or
requests for inclusion of specific articles by e-mail to
jg.macau@gmail.com.
Macau, 12 September 2013.
Jorge A. F. Godinho
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Table of contents
[This table of contents is not a full translation of the entire table of contents of the original Civil Code: it only
contains selected portions]
Preliminary ................................................................................................... 2
Table of contents .......................................................................................... 4
Macau Civil Code......................................................................................... 9
Book I ............................................................................................................. 9
Title I - Of laws, their interpretation and application ......................... 9
Chapter I - Sources of law ....................................................................................... 9
Chapter II - Validity, interpretation and application of laws ............................ 9
Chapter III - Rights of non-residents and conflict of laws ............................... 12
Section I - General Provisions .......................................................................... 12
Section II - Rules of conflict .............................................................................. 14
Subsection I Scope and selection of personal law ...................................... 14
Subsection II Law regulating legal transactions ......................................... 15
Subsection III Law regulating obligations ................................................... 15
Subsection IV Law regulating things ........................................................... 16
Subsection V Law regulating family relations ............................................ 17
Subsection VI Law regulating common law marriage .............................. 17
Subsection VI Law regulating inheritance .................................................. 17
Title II - Legal Relations ......................................................................... 17
Subtitle I - Persons ................................................................................................. 17
Chapter I - Individuals ...................................................................................... 17
Section I - Legal personality and capacity .................................................. 17
Section II - Rights of personality .................................................................. 18
Section III Domicile ..................................................................................... 20
Section IV - Curatorship ................................................................................ 20
Section V - Presumed death.......................................................................... 20
Section VI - Incapacities ................................................................................ 20
Subsection I - Legal condition of minors ................................................ 20
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Subsection II - Majority and emancipation ............................................ 22

Subsection III - Interdictions..................................................................... 22
Subsection IV - Inabilities ......................................................................... 23
Chapter II - Collective persons ......................................................................... 24
Section I - Associations and foundations.................................................... 24
Subsection I - General provisions ............................................................ 24
Subsection II - Associations ...................................................................... 25
Subsection III - Foundations ..................................................................... 25
Section II - Companies ................................................................................... 25
Subtitle II - Things .................................................................................................. 25
Subtitle III - Legal facts .......................................................................................... 26
Chapter I - Legal transaction ............................................................................ 26
Section I - Business declaration .................................................................... 26
Subsection I - Types of declaration .......................................................... 26
Subsection II - Form ................................................................................... 26
Subsection III - Perfection of business declaration ................................ 27
Subsection IV - Interpretation and integration ...................................... 29
Subsection V - Lack and defects of intention ......................................... 30
Subsection VI - Representation ................................................................ 33
Subsection VII - Condition and term ...................................................... 35
Section II - Object of transaction. Usury transactions ............................... 35
Section III - Void and voidable legal transactions ..................................... 36
Subtitle IV - Exercise and protection of rights ................................................... 38
Chapter I - General provisions ......................................................................... 38
Chapter II - Evidence ......................................................................................... 40
Book II - Law of obligations ..................................................................... 41
Title I - Obligations in general .............................................................. 41
Chapter I - General provisions ............................................................................. 41
Section I - Content of obligation ...................................................................... 41
Section II - Natural obligations ........................................................................ 41
Chapter II - Sources of obligations ...................................................................... 42
Section I - Contracts ........................................................................................... 42
Subsection I - General provisions ................................................................ 42
Subsection II Promise to contract.............................................................. 43
Subsection III Preemption agreement ...................................................... 43
Subsection IV Transfer of contractual position....................................... 43
Subsection V - Exceptio non adimpleti contractus ......................................... 43
Subsection VI - Rescission of contract ......................................................... 44
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Subsection VII - Rescission or modification of the contract by a change

in circumstances ............................................................................................. 44
Subsection VIII - Anticipation of performance. Down payment ............ 45
Subsection IX - Contract in favor of a third party ..................................... 45
Subsection X - Contract for person to be nominated ................................ 46
Section II - Unilateral transactions ................................................................... 46
Section V - Civil Liability .................................................................................. 46
Subsection I - Civil liability for unlawful facts .......................................... 46
Subsection II - Liability for risk .................................................................... 47
Chapter III Types of obligations ....................................................................... 49
Section I - Obligations with undetermined active party ............................. 49
Section II - Joint and several obligations ....................................................... 49
Section III - Divisible and indivisible obligations ........................................ 49
Section IV - Generic obligations ...................................................................... 49
Section VII - Obligation of interest ................................................................. 50
Section VIII - Obligation of compensation .................................................... 51
Chapter V - General guarantee of obligations ................................................... 52
Section I - General provisions .......................................................................... 52
Section II - Maintenance of patrimonial guarantee ....................................... 52
Subsection I - Void transactions .................................................................. 52
Subsection II - Subrogation of the creditor to the debtor ......................... 52
Subsection III - Actio pauliana ....................................................................... 53
Subsection IV - Judicial seizure .................................................................... 53
Chapter VI - Special guarantees of obligations.................................................. 53
Section I - Bail ..................................................................................................... 53
Section II - Bond ................................................................................................. 54
Subsection III - Relations between debtor and obligor............................. 54
Section IV - Pledge ............................................................................................. 54
Subsection I - General Provisions ................................................................ 54
Subsection II - Pledge of things .................................................................... 55
Section V - Mortgage ......................................................................................... 55
Section VII - Right of retention........................................................................ 56
Chapter VII - Performance and non-performance of obligations ................... 56
Section I - Performance...................................................................................... 56
Subsection II - Who can perform; to whom shall the performance be
done .................................................................................................................. 57
Subsection III - Place of performance .......................................................... 57
Subsection IV - Time limit for performance ............................................... 57
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Subsection VI - Evidence of performance................................................... 58

Section II - Non-performance ........................................................................... 58
Subsection I -Impossibility and delay not imputable to debtor .............. 58
Subsection II - Non- performance and delay imputable to the debtor .. 60
Division I - General Principles ................................................................. 60
Division II - Impossibility to Perform ..................................................... 61
Title II - Contracts in special ................................................................. 65
Chapter I - Purchase and sale ............................................................................... 65
Section I General provisions .......................................................................... 65
Section II - Effects of purchase and sale .......................................................... 66
Section III - Sale of things subject to count, weight or measure .................. 67
Section IV - Sale of things owned by others .................................................. 67
Section V - Sale of things subject to liens or charges..................................... 68
Section VI - Sale of defective things ............................................................... 68
Section IX - Sale by installments ...................................................................... 69
Chapter II - Donation............................................................................................. 69
Chapter III - Lease .................................................................................................. 70
Chapter IV - Gratuitous loan of things ............................................................... 73
Chapter V - Loan .................................................................................................... 73
Chapter VI - Employment contract ..................................................................... 75
Chapter VII - Rendering of services .................................................................... 75
Chapter VIII - Mandate ......................................................................................... 75
Chapter IX - Deposit .............................................................................................. 75
Chapter X - Construction contract ....................................................................... 75
Chapter XI - Perpetual annuity ............................................................................ 76
Chapter XII - Annuity for life ............................................................................... 76
Chapter XIII - Gaming and betting...................................................................... 76
Book III - Property Law............................................................................. 77
Chapter IV Co-ownership .................................................................. 78
Chapter V - Horizontal property ......................................................... 78
Section I - General Provisions .............................................................................. 78
Section II - Creation ............................................................................................... 79
Section III - Rights of co-owners over the building and their limitations ..... 79
Section IV - Administration of condominium ................................................... 80
Subsection I - General provisions .................................................................... 80
Subsection II - Rgime of simple administration .......................................... 81
Division I - Rights, obligations and expenses of the co-owners regarding
the administration .......................................................................................... 81
Division II - General meeting of the condominium .................................. 82
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Division III - Administration ........................................................................ 84

Subsection III - Rgime of complex administration ...................................... 87
Division I - Rights, obligations and expenses of the owners regarding
the administration .......................................................................................... 87
Division II - Categories of condominium common parts......................... 87
Division III General meetings ................................................................... 87
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Macau Civil Code
Book I
Title I - Of laws, their interpretation and application
Chapter I - Sources of law
Article 1
(Immediate sources)
1. Laws are an immediate source of law.
2. All generic provisions enacted by competent organs of the territory of
Macau, and of State organs within the limits of their legislative competence in
relation to Macau, shall be considered as laws.
3. International agreements applicable in Macau shall prevail over ordinary
laws.
Article 2
(Legal value of usage)
Usage not contrary to the principles of good faith are legally admissible
when the law so determines.
Article 3
(Value of equity)
Courts can only decide in accordance with equity:
a) If there is a legal provision allowing so;
b) If there is an agreement of the parties and the legal relation is not non-
negotiable; or
c) If the parties have previously agreed to resort to equity, under the terms
applicable to arbitration clauses.
Chapter II - Validity, interpretation and application of laws
Article 4
(Start of application of law)
1. Irrespective of their source, laws are only compulsory after publication
in the Official Bulletin of Macau.
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2. A period of time stated by each law shall elapse between the publication
and the start of application of laws; in the absence of a stated period, laws shall
start to apply on the sixth day subsequent to that of publication.
Article 5
(Ignorance or bad interpretation of the law)
Ignorance or bad interpretation of the law does not justify non-compliance or
exempt persons from sanctions provided by it.
Article 6
(Termination of application of laws)
1. Where it is not supposed to apply only temporarily, laws only cease to
apply when revoked by another law.
2. Revocation may arise from an express declaration, from incompatibility
between the new provisions and the preceding rules, or from the circumstance that
a new law regulates all matters covered by a preceding law.
3. A general law does not revoke a special law, except if the unambiguous
intention of the legislator is otherwise.
4. The revocation of a revocatory law does not cause the revival of the law
that the latter had revoked.
Article 7
(Obligation to judge and duty to obey the law and court decisions)
1. Courts and judges are independent and are only subject to the law.
2. A court cannot fail to judge invoking the absence or obscurity of the law,
or alleging grave doubt on the facts under discussion.
3. In their decisions, courts shall take into account all cases deserving
analogous treatment, in order to obtain uniform interpretation and application of
the law.
4. Court decisions are compulsory for all private or public entities, and
prevail over those of any other authorities.
Article 8
(Interpretation of the law)
1. Interpretation should not be restricted to the letter of the law, and should
recreate the legislative thought on the basis of the text, having mainly into account
the unity of the legal system, the circumstances in which the law was prepared
and the specific conditions of the time in which it is applied.
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2. However, the interpreter cannot consider a legislative thought that does

not have at least a minimum of support in the textual expression of the law, even
if expressed in a defective manner.
3. In establishing the meaning and scope of the law, the interpreter shall
presume that the legislator has upheld the best solutions and expressed his
thought in an adequate manner.
Article 9
(Integration of lacunae)
1. Cases not foreseen in the law shall be regulated in accordance with the
norm applicable to analogous cases.
2. There is analogy whenever the reasons justifying the regulation of the
case mentioned in the law apply to the unregulated case.
3. In the absence of an analogous case, the situation shall be solved in
accordance with the norm that the interpreter would have created if he had to
legislate within the spirit of the system.
Article 10
(Exceptional rules)
Exceptional rules cannot be applied by analogy, but there may be extensive
interpretation.
Article 11
(Temporal application. General principle)
1. The law only provides for the future; even if retrospective effect is
granted to it, it shall be presumed that the effects already produced are not affected
by the facts that the law intends to regulate.
2. Whenever the law provides on the conditions of substantial or formal
validity of any facts or of their effects, it shall be deemed, in case of doubt, that it
only aims to regulate the new facts; however, if it provides directly over the
content of certain legal relations, irrespective of the facts that have generated them,
it shall be understood that the law covers relations already created which continue
to exist at the time of its entry into force.
Article 12
(Temporal application. Interpretation laws)
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Chapter III - Rights of non-residents and conflict of laws
Section I - General Provisions
Article 13
(Legal status of non-residents)
Except if there is a legal provision to the contrary, non-residents shall be
treated in the same manner as Macau residents regarding the enjoyment of civil
rights.
Article 14
(Characterization)
The competence granted to a legal system covers only those norms which,
in accordance with their content and the function that they occupy in such legal
system, are part of the regulation of the subject matter mentioned in the rules of
conflict.
Article 15
(Reference to laws outside Macau. General principle)
1. In the absence of a provision to the contrary, a reference by rules of
conflict to any legal system outside Macau shall only cause the application of the
internal provisions of such legal system.
2. For the purpose of this chapter, internal provisions are deemed to be the
substantive provisions, excluding the rules of conflict.
Article 16
(Renvoi)
1. If, however, the rules of conflict of the legal system mentioned by the
Macau rules of conflict make a reference to another legal system and the latter
considers itself competent to regulate the case, the internal provisions of such
legislation are the ones that shall be applied.
2. If the rules of conflict of the legal system mentioned by rules of conflict
refer back to the internal provisions of Macau, this shall be applicable law.
Article 17
(Cases in which renvoi is not allowed)
1. The provisions of the previous article shall not apply whenever their
application causes the invalidity or lack or legal effect of a transaction which
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would be valid or effective in accordance with the rule stated in article 15, or causes
the lack of legitimacy of a status which otherwise would be legitimate.
2. The provisions of the previous article also shall not apply whenever a law
has been chosen by the interested parties, in the cases where such choice of law is
allowed.
Article 18
(Complex legal systems)
1. If a legal system in which various territorial or personal normative
systems coexist is declared applicable, without being specified which regulatory
system is applicable, the applicable law shall be determined in accordance with
the criteria used in such legal order.
2. If such criteria cannot be individualized, the legal system with which the
situation is more closely related shall apply.
Article 19
(Fraus legis)
The application of rules of conflict shall disregard the situations of fact or
of law created with the fraudulent purpose of avoiding the application of the legal
systems which, in other circumstances, would be competent.
Article 20
(Public policy)
1. The provisions of the legal system outside Macau mentioned in a rule of
conflict shall not apply whenever such application is evidently incompatible with
public policy.
2. In such case, the most appropriate norms of the external laws designated
shall apply, or, subsidiarily, the internal rules of Macau.
Article 21
(Imperative rules)
The norms of Macau law which, due to their specific object and purpose,
imperatively must be applied, shall prevail over the provisions of the external law
designated in accordance with the following Section.
Article 22
(Interpretation and assessment of applicable law)
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1. A law outside Macao that is declared applicable shall interpreted within

the system to which it belongs, and according to the rules of interpretation
established in such system.
2. If it is impossible to ascertain the content of such law, recourse shall be
had to the applicable subsidiary law, and the same procedure applies if it is not
possible to determine the elements of fact or of law from which the choice of law
depends.
Article 23
(Acts practiced on board)
1. Acts practiced on board ships or aircraft, outside of ports or airfields, are
regulated by the law applicable to the place of the respective registration,
whenever the territorial law is the competent law.
2. Ships and military aircraft are deemed to be part of the territory of the
country or territory to which they belong.
Section II - Rules of conflict
Subsection I Scope and selection of personal law
Article 24
(Scope of personal law)
The state of individuals, the capacity of persons, family relations, and
inheritance, shall be regulated by the personal law of the respective persons,
except for the restrictions mentioned in this section.
Article 25
(Start and end of legal personality)
Article 26
(Rights of personality)
Article 27
(Deviations on the consequences on incapacity)
Article 28
(Majority or emancipation)
Article 29
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(Tutorship and analogous institutes)
Article 30
(Determination of personal law)
1. The personal law is that of the habitual residence of an individual.
2. The place where an individual has the effective and stable center of his
personal life shall be considered as his habitual residence.
3.
4.
Article 31
(Collective persons)
1. A collective person shall have as its personal law the law of the place
where the principal and effective office of its administration is located.
2. The personal law especially shall regulate: the capacity of the collective
person; the creation, functioning and competence of its bodies; the manners in
which the position of associate or shareholder is gained and lost; the liability of the
collective person, as well as that of the respective organs and officeholders towards
third parties; the transformation, dissolution and extinction of the collective
person.
3. The transfer of the registered office of the collective person to a place
subject to a different legal system shall not extinguish its legal personality, if the
laws of both offices agree to that.
4. The merger of entities with different personal laws shall be decided on
the basis of both personal laws.
Article 32
(International collective persons)
Article 33
(Deviations on the consequences on incapacity of collective persons)
Subsection II Law regulating legal transactions
Article 37
(Organic representation)
The representation of collective persons by means of their statutory bodies
shall be regulated by the respective personal law.
Subsection III Law regulating obligations
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Article 40
(Obligations arising from legal transactions)
1. Obligations arising from legal transactions, as well as their substance,
shall be regulated by the law that the respective subjects have chosen or had in
mind.
2. However, a choice or reference of the parties can only fall upon a law the
applicability of which corresponds to a serious interest of the parties, or if it is in
connection with any of the elements of the legal transaction acceptable in the field
of the law of conflicts.
Article 41
(Default rule)
In the absence of a determination of the applicable law, the law of the place
with which the legal transaction is most closely connected shall apply.
Article 42
(Negotiorum gestio)
Article 43
(Unjustified enrichment)
Article 44
(Non-contractual liability)
1. Non-contractual liability based either on an unlawful act, on risk or on
any lawful conduct, shall be regulated by the law of the place where the main
activity that caused the damage has taken place; in case of liability for omission,
the law of the place where the person liable should have acted shall apply.
2. If the law of the place where the effect of the damage occurred considers
the agent liable, but the law of the place where his activity took place does not, the
former law shall apply, provided that the agent should have foreseen the
occurrence of a damage, in a place subject to such law, as a consequence of his act
or omission.
3. If, however, the agent and the injured party have the same habitual
residence and if both are occasionally abroad, the applicable law shall be the law
of the common residence, without prejudice to the provisions of the legal system
designated in accordance with the previous paragraphs that should apply to all
persons in all cases.
Subsection IV Law regulating things
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Subsection V Law regulating family relations
Subsection VI Law regulating common law marriage
Subsection VI Law regulating inheritance
Title II - Legal Relations
Subtitle I - Persons
Chapter I - Individuals
Section I - Legal personality and capacity
Article 63
(Beginning of personality)
1. Personality is acquired at the moment of complete birth with life.
2. Rights recognized by law to unborn children shall depend upon their
birth.
3. Provided that the condition mentioned in the previous paragraph has
been met, the protection of legal personality includes injuries caused to the fetus.
4. However, the parents are not liable for malformations caused to the sons
or for diseases passed to them, at the moment of conception; they are also not liable
for injuries caused subsequently to the fetus, unless these were caused
intentionally.
Article 64
(Legal capacity)
Except if there is a legal provision to the contrary, persons can be subject of
any legal relations: their legal capacity consists in this.
Article 65
(End of personality)
1. Personality ends with death.
2. If a certain legal effect depends upon the survival of a person to another
person, it shall be presumed, in case of doubt, that both died at the same time.
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3. A person whose corpse was not found or recognized shall be deemed as

deceased if the disappearance happened in circumstances that do not warrant any
doubt as to the death.
4.
Article 66
(Renunciation to legal capacity)
No one can renounce wholly or partly his legal capacity.
Section II - Rights of personality
Article 67
(General protection of personality)
1. Rights of personality are recognized to all persons, and shall be protected
without any unjustified discrimination, namely by reason of nationality, place of
residence, ascendance, race, ethnic group, color, sex, language, religion, ideology
or political opinion or belief, instruction and economic situation or social
condition.
2. All persons have a right to protection against any illicit offence or threat
of offence to their physical or moral personality.
3. Irrespective of civil liability as may arise, a threatened or offended person
may apply for the measures adequate to the circumstances of the case, with the
purpose of avoiding the occurrence of the threat, or of attenuating the effects of an
offence already occurred.
Article 69
(Voluntary limitation of personality rights)
1. Any voluntary limitation to the exercise of rights of personality rights
shall be void if related to non-negotiable interests, if contrary to the principles of
the public order, or if contrary to good mores.
2. Except as provided in the preceding paragraph, and notwithstanding any
other provision to the contrary, a voluntary limitation of personality rights shall
be effective if the consenting person is at least 14 years old and has the insight
needed to assess its meaning and implications at the moment in which he gives it.
3.
4.
5. If lawful, a voluntary limitation of rights of personality can always be
revoked, even with the obligation to compensate damage caused to the legitimate
expectations of the other parties.
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Article 70
(Right to life)
1. All persons have a right to life.
2. The right to life cannot be renounced or transacted, and cannot be limited
by law or by contract.
Article 71
(Right to physical and psychic integrity)
Article 72
(Right to freedom)
1. Every person has right to freedom.
2. No one can be kept in slavery or servitude, even if with their agreement.
3. Every person has a right to protection against propaganda or calls to
national, racial, ethnic, religious hatred, or against other calls for unlawful
discrimination.
4. No one can be detained or imprisoned for the single reason of not having
performed or not being able to perform a contractual obligation.
5.
6.
7.
8.
9.
Article 73
(Right to honor)
Article 74
(Right to confidentiality over the intimacy of private life)
1. Everyone shall keep confidential the intimacy of private life of others.
2. The extent of confidentiality is defined in accordance with the nature of
the case and the condition of the persons; namely, the confidentiality shall be
bounded by the context which, by his own acts, the person keeps reserved and, for
public figures, by the relationship between the facts and the reason of notoriety.
Article 75
(Confidential letters)
Article 76
(Family memories and other confidential writings)
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Article 77
(Non-confidential letters)
Article 78
(Right to personal history)
Article 79
(Protection of personal data)
Section III Domicile
Section IV - Curatorship
Section V - Presumed death
Article 100
(Requirements)
1. The declaration of presumed death of an absent person may be applied
for by the spouse and by the heirs of the absent person, and by all those having
rights over the assets of the absent person that depend upon his death.
2. The application mentioned in the previous paragraph can only be made
after 7 years from the moment when the absent person was last heard.
Article 101
(Legal effects)
Section VI - Incapacities
Subsection I - Legal condition of minors
Article 111
(Minors)
A minor is whoever has not completed 18 years of age.
Article 112
(Incapacity of minors)
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Except if there is a legal provision to the contrary, minors lack capacity to

the exercise of rights.
Article 113
(Overcoming incapacity of minors)
1. The incapacity of minors is overcome by parental power and, subsidiarily,
by guardianship, as provided in the respective places.
Article 114
(Acts of minors voidable)
1. Without prejudice to subparagraph 2 of article 280, the legal transactions
concluded by a minor may be voided:
a) Upon request, depending on the case, of whomever exercises parental
power, or of the tutor or of the administrator of the estate, provided that
the action is initiated within one year from the applicant gaining
knowledge of the transaction which is to be voided, but never after the
minor becomes major or emancipated, except for as provided in article
119;
b) Upon request of the minor, within one year from becoming major or
emancipated;
c) Upon request of any heir of the minor, within one year from his death, if
it occurred within the time limit mentioned in the previous
subparagraph.
2. The voidable nature of a transaction may be overcome by means of
confirmation subsequent to the minor becoming major or emancipated, or by
confirmation of whomever exercises parental power, or of the tutor or of the
administrator of the estate, in case of transactions that any of them could have
freely concluded as representative of the minor; in case of acts for which court
authorization was needed, the same persons may request the court for
confirmation, which shall grant it or not in light of the interests of the minor.
Article 115
(Mistake intentionally caused by the minor)
An act for the conclusion of which a minor pretended by fraudulent means
to be major or emancipated shall not be voidable, provided that the other party
has believed, with justification, in his legal capacity; for this purpose, it shall
not be sufficient that the minor claimed to be major or emancipated.
Article 116
(Exceptions to incapacity of minors)
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1. Besides others mentioned in the law, the following are exceptionally valid:
a) Acts of administration or transfer of goods that a person at least 16
years of age has acquired by his work;
b) Legal transactions normal to the daily life of a minor, which he can
grasp by his natural capacity, and only involve expenses, or transfers
of assets, of small amounts;
c) Legal transactions relating to the job, art or profession that a minor
has been authorized to exercise by his legal representatives, or the
acts practiced in the exercise of such job, art or profession.
2. Only assets that a minor can freely transfer can be executed in connection
with acts relating to the job, art or profession of the minor, and for acts
practiced in the exercise of such job, art or profession.
Article 117
(Termination of incapacity of minors)
The incapacity of minors is terminated when they reach majority or are
emancipated, except for the restrictions stated in the law.
Subsection II - Majority and emancipation
Article 118
(Effects of majority)
A person who completes 18 years of age acquires full business capacity,
being able to manage his person and dispose of his assets.
Article 120
(Emancipation)
A minor is for all legal purposes emancipated by marriage.
Article 121
(Legal effect of emancipation)
Emancipation grants to the minor full business capacity, enabling him to
manage his person and to freely conclude transactions over his assets as if he was
major, with the exception provided in article 1521.
Subsection III - Interdictions
Article 122
(Persons subject to interdiction)
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1. Individuals who are incapable of administering their own person and

assets, as a result of mental illness, deaf-muteness, or blindness, may be interdicted
from the exercise of their rights.
2. Interdictions shall apply to persons who are major or emancipated;
however, in the case of minors who are not emancipated, interdictions may be
applied for and decreed within the year prior to majority, so as to produce effect
from the day the minor becomes major.
Article 123
(Capacity of interdicted individual and rgime of interdiction)
Without prejudice to the provision of the following articles, interdicted
individuals shall be treated as minors; the provisions applying to the incapacity of
minors, and on the means of overcoming the parental power, are applicable to
them, with the necessary adaptations.
Article 124
(Legitimacy)
Article 125
(Precautionary measures)
Article 131
(Acts of the interdicted after the registration of the judgment)
Acts performed by the interdicted after the registration of the judgment are
voidable.
Subsection IV - Inabilities
Article 135
(Person subject to inabilitation)
Individuals whose mental illness, deaf-muteness, or blindness, although of
a permanent character, is not so serious as to justify interdiction, as well as
individuals who, because of their regular prodigality or abuse of alcoholic
beverages or drugs, prove to be incapable of conveniently managing their own
assets, may be declared inabilitated.
Article 136
(Overcoming of inability)
1. Inabilitated individuals shall be assisted by a curator; all inter vivos
transfers of assets, as well as other acts specified in the judicial decision in
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accordance with the circumstances of the case, shall depend upon authorization of
a curator.
2. The authorization of the curator can be replaced by a judicial
authorization.
Article 139
(Subsidiary rules)
The rules on interdiction shall apply, with the necessary adaptations, to
inability, on all matters not especially regulated in this subsection.
Chapter II - Collective persons
Section I - Associations and foundations
Subsection I - General provisions
Article 140
(Scope of application)
The provisions of this Section shall apply to associations, to foundations,
and also to companies, whenever the analogy of the case justifies it.
Article 141
(Acquisition of legal personality)
1. Associations that have been incorporated as prescribed by law, with the
specifications mentioned in subparagraph 1 of article 156, shall have legal
personality.
2. Foundations gain legal personality by recognition, which shall be on a
case-by-case basis, and of the competence of the administrative authority stated in
the law.
Article 142
(Void act of incorporation or act of institution)
Article 143
(Registered office)
Article 144
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(Legal capacity)
Article 145
(Organs and their competence)
Article 146
(Minutes)
Subsection II - Associations
Article 154
(Concept)
Associations are legal entities based on persons, which do not have the
economic profit of the associates as their goal.
Article 155
(Freedom of association)
1. The right of free association is recognized to all persons.
2. No person can be compelled to become a member of an association, nor
be compelled to remain as a member of an association.
3. The articles of an association may require an advance warning for the
self-exoneration of members, which, however, cannot be of more than 3 months.
Subsection III - Foundations
Article 173
(Concept)
Foundations are legal persons based on assets, with goals of social interest.
Section II - Companies
Article 184
(Concept and types)
Subtitle II - Things
Article 193
(Concept)
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Article 194
(Classification of things)
Article 195
(Immovable things)
Article 196
(Movable things)
Subtitle III - Legal facts
Chapter I - Legal transaction
Section I - Business declaration
Subsection I - Types of declaration
Article 209
(Express declaration and implied declaration)
1. A business declaration can be express or implied: it is express when made
by words, in writing, or by any other direct means of expressing intention; it is
implied when it is deducted from facts that reveal it with all probability.
2. The formal nature of a declaration does not prevent it from it being
uttered in an implied manner, provided that the form for the facts from which it is
deducted has been observed.
Article 210
(Silence as a means of declaration)
Silence is only valid as a business declaration if such value is given to it by
law, usage or agreement.
Subsection II - Form
Article 211
(Freedom of form)
The validity of a business declaration does not depend upon the observance
of a special form, except where the law requires it.
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Article 212
(Non-observance of legal form)
A business declaration which lacks the legally required form shall be void,
unless a different sanction is especially prescribed by law.
Article 213
(Scope of legal form)
Article 214
(Scope of voluntary form)
Article 215
(Agreed form)
Subsection III - Perfection of business declaration
Article 216
(Effect of business declaration)
1. A business declaration which has a specific addressee shall produce effect
as soon as it reaches or is known by such addressee; other business declarations
shall produce effect as soon as the intention of the author of the declaration is
externalized in the appropriate form.
2. A declaration which was not timely received by the addressee solely due
to his fault shall also be deemed to have produced legal effect.
3. A declaration, received by the addressee, which is not in a condition of
being known, without his fault, shall not have legal effect.
Article 217
(Public announcement of declaration)
1. A declaration may be made by means of a public announcement
published in one of the newspapers of the residence of the author of the
declaration, if addressed to an unknown person or to a person whose whereabouts
are unknown to the author of the declaration.
2.
3.
Article 219
(Fault in the conclusion of contracts)
1. Whoever negotiates with another for the conclusion of a contract shall
proceed in accordance with the rules of good faith, both in the preliminaries as
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well as in its formation, under penalty of being liable for the damage caused with
fault to the other party.
2. Liability shall be barred in accordance with article 491.
Article 220
(Duration of contractual offer)
1. A contract offer binds the offeror in the following manner:
a) If a time limit for acceptance has been set by the offeror or agreed by
the parties, the offer shall remain open until the expiry of such time
limit;
b) If no time limit was set, but the offeror has requested an immediate
answer, the offer shall remain open until, in normal conditions, the
offer and the acceptance reach their destinations;
c) If no time limit was set and the offer has been made orally to a person
who is present, the offer lapses if the acceptance is not done at once;
d) If no time limit was set and the offer has been made to a person who
is not present, or has been made in writing to a person who is
present, the offer shall remain open until five days subsequent to the
time limit arising from the provision of subparagraph b).
2. The provisions of the previous paragraph do not prejudice the right of
revocation of the offer and the terms in which the revocation is allowed by
article 222.
3. Contracts concluded by telephone, or by other similar means of direct
communication at a distance, are considered as made between persons who are
present, if the parties or their representatives communicate personally.
Article 221
(Late reception)
Article 224
(Scope of agreement)
1. The contract is not concluded while the parties have not yet agreed on all
of the clauses on which any of the parties found an agreement to be necessary.
2. If the parties have left pending the negotiation of specific secondary
points, but have revealed, by means of the start of its execution or by any other
form, a clear intention to be bound by the contract as was negotiated, it shall be
considered as concluded; the rules on the integration of contracts shall apply to
the missing points.
Article 225
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(Acceptance with modifications)

An acceptance with additions, limitations or other modifications shall
amount to a rejection of the offer; however, if the amendment is sufficiently
precise, it shall be deemed a new offer, provided that another meaning does not
arise from the declaration.
Article 226
(Communication of acceptance not needed)
Article 227
(Revocation of acceptance or of rejection)
Subsection IV - Interpretation and integration
Article 228
(Normal meaning of the declaration)
1. A business declaration shall have the meaning that a normal person to
whom the declaration is addressed, placed in the position of the real person to
whom the declaration is addressed, may deduct from the behavior of the person
making the declaration, unless the latter cannot reasonably expect such meaning.
2. Whenever the person to whom the declaration is addressed knows the
real intention of the person making the declaration, the declaration issued shall
have such meaning.
Article 229
(Doubtful cases)
In case of doubt as to the meaning of a declaration, in free transactions the
meaning less harmful to the donor shall prevail; in onerous transactions, the
meaning that generates a larger balance of the performances shall prevail.
Article 230
(Formal transactions)
1. In formal transaction the declaration cannot be seen to have a meaning
that does not have a minimum of correspondence in the text of the respective
document, even if expressed in an imperfect manner.
2. However, such meaning may stand if it corresponds to the real will of the
parties and the reasons that determine the form of the transaction are not opposed
to such.
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Article 231
(Integration)
In the absence of a default rule, and if the parties have not established a
process for filling the gaps of the business declaration, the latter shall be integrated
in accordance with the will that the parties would have had if they had foreseen
the missing aspect, or in accordance with the rules of good faith whenever these
impose other solution.
Subsection V - Lack and defects of intention
Article 232
(Simulation)
1. If, by agreement between a declaring party and the addressee of a
declaration, and with the intention to mislead third parties, there is a
divergence between the business declaration and the real intention of the party
making the declaration, the transaction is said to be simulated.
2. A simulated transaction shall be void.
Article 233
(Relative simulation)
1. If beneath a simulated transaction there is another transaction that the
parties wanted to conclude, the corresponding rules that would apply to it if it had
been concluded without dissimulation shall be applicable; its validity is not
affected by the fact that the simulated transaction is void.
2. However, if the dissimulated transaction requires a special form it is only
valid if the form required by law has been observed.
3. For the purpose of the previous paragraph, it is considered sufficient to
observe in the simulated transaction the form required for the dissimulated
transaction, provided that the reasons that determine the form of the dissimulated
transaction are not opposed to such validity.
Article 234
(Legitimacy to invoke simulation)
1. Without prejudice to article 279, the nullity of the simulated transaction
may be invoked by the simulators themselves among them, even if the simulation
is fraudulent.
2.
Article 235
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(Impossibility to invoke simulation against good faith third parties)

1. The nullity arising from simulation cannot be invoked against a good
faith third party who has acquired from the apparent holder rights over the good
that was the object of the simulated transaction.
2. Good faith is the ignorance of the simulation at the time in which the
respective rights were created.
3. A third party shall always be considered to be in bad faith if such party
has acquired a right after the registration of the action for simulation, whenever
the latter is to take place.
Article 236
(Relations between creditors)
Article 237
(Mental reservation)
1. There is mental reservation whenever a declaration that is contrary to the
real intention is issued with the intention to mislead the addressee.
2. The reservation does not affect the validity of the declaration, except if it
is known by the addressee; in the latter case, the reservation has the effects of
simulation.
Article 238
(Non-serious declarations)
1. A non-serious declaration, made in the expectation that the lack of
seriousness is not unknown, shall not have any legal effect.
2. However, if the declaration is made in circumstances that lead the
addressee to accept its seriousness with justification, the addressee shall have the
right to be compensated by the damage suffered.
Article 239
(Lack of will to act, lack of awareness of declaration, physical coercion)
1. A declaration shall not produce any legal effect if the person making it:
a) does not have any intention to act;
b) is not aware, without fault, of making a business declaration; or
c) was forced to issue it by means of physical force or irresistible
psychological force, so that the declaration does not correspond to any intention.
Article 240
(Mistake in the formation of intention)
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1. A business declaration is voidable as a result of an essential mistake of

the person making the declaration, provided that the mistake was recognizable by
the addressee of the declaration, or provided that it was caused by information
provided by the latter.
2. An error is essential if:
a) It fell upon the key motives of the intention of the person who incurred
in the mistake, in manner that, if he had known the truth, he would not have
concluded the transaction, or, if he would have concluded it, he would have done
so under substantially different terms; and
b) A reasonable person placed in the position of the person who incurred
in the mistake, with correct knowledge of the truth, would not have concluded the
transaction, or, if he would have concluded it, he would have done so under
substantially different terms.
3. An error is considered as recognizable if, taking into account the content
and circumstances of the transaction and the situation of the parties, a person of
normal diligence, placed in the position of the declarations addressee, would have
noticed it.
4. However, the transaction cannot be invalidated if the risk of occurrence
of the mistake was accepted by the person making the declaration or, given the
circumstances, should have been, or also if the mistake was due to gross
negligence of the person making the declaration.
Article 241
(Error not objectively essential)
Even if the error does not match the conditions stated in subparagraph b)
of paragraph 2 of the preceding article, it shall also cause the annulment of the
transaction:
a) if the parties have recognized, by agreement, the essential nature of the
motivation; or
b) if, besides the other requirements stated in the previous article, the
addressee knew or should not ignore the essential nature for the addressee of the
element upon which the error fell.
Article 242
(Validation of the transaction)
Article 243
(Error on the declaration or its transmission)
Article 244
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(Error of calculation or in writing)
Article 245
(Error in basis of transaction)
If the error falls upon the circumstances that are the basis of the transaction,
such transaction may be voided or modified in accordance with article 431, which
shall apply with the necessary modifications.
Article 246
(Intention to mislead [dolo])
1. Intention to mislead [dolo] includes any suggestions or tricks [artifcios]
used with the intention or the conscience of inducing or keeping in error the author
of the declaration, as well as the dissimilation, by the addressee or a third party,
of the error of the person making the declaration.
2.
Article 247
(Effects of intention to mislead)
Article 248
(Moral coercion)
Article 249
(Effects of coercion)
A business declaration that has been extorted by means of coercion shall be
voidable, if it such coercion comes from a third party; however, in the latter case
the harm must be serious and the fear of it happening must be justified.
Article 250
(Temporary incapacity)
1. A business declaration shall be voidable if it is made by a person who,
due to any cause, was temporarily deprived form the ability to understand its
meaning or did not have a free exercise of his will, provided that the fact is
notorious or known by the addressee.
2. The fact is notorious when a person of normal diligence would have been
able to spot it.
Subsection VI - Representation
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Division I - General principles
Article 251
(Effects of representation)
A legal transaction concluded by a representative in the name of the
principal, within the limits of his powers, produces its effects in the legal sphere
of the latter.
Article 254
(Transaction with himself)
1. A legal transaction concluded by the representative with himself, either
in his own name or as a representative or a third party, is voidable, unless the
principal has specifically consented to the transaction, or unless the transaction by
its nature excludes the possibility of a conflict of interests.
2.
Division II - Voluntary representation
Article 255
(Power of attorney)
1. A power of attorney is the act by which a person voluntarily grants
powers of representation to another.
2. Unless there is a legal provision to the contrary, a power of attorney shall
have the form required for the transaction that the representative is to conclude.
3. The powers of attorney that require the intervention of a notary shall be
formalized in accordance with the respective legislation.
Article 256
(Legal capacity of representative)
The representative does not need to have more than the capacity to
understand and to decide required by the nature of the transaction that he is to
conclude.
Article 258
(Extinction of power of attorney)
Article 259
(Protection of third parties)
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Article 261
(Representation without powers)
1. A transaction concluded by a person, without powers of representation,
in the name of another person, shall not produce legal effects in relation to the
latter, unless it is ratified by such person.
2. However, a transaction concluded by a representative without powers
shall produce legal effects in relation to the principal, irrespective of ratification, if
there were very substantial grounds, seen from an objective point of view, having
in regard the circumstances of the case, that justified the trust of a good faith third
party in the legitimacy of the representative, provided that the principal
contributed consciously to the grounds of the trust of the third party.
3.
4.
5.
Article 262
(Abuse of representation)
Subsection VII - Condition and term
Article 263
(Concept of condition)
Article 264
(Unlawful or impossible conditions)
Section II - Object of transaction. Usury transactions
Article 273
(Requirements of object of transaction)
1. A legal transaction whose object is physically or legally impossible,
against the law, or cannot be determined, shall be void.
2. A legal transaction against public order, or that offends public mores,
shall be void.
Article 274
(Purpose against the law, against public order, or that offends public mores)
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If only the purpose of the transaction is against the law, against public
order, or offends public mores, the transaction shall only be void if such purpose
is common to both parties.
Article 275
(Usury transactions)
1. A legal transaction shall be voidable, as result of usury, when someone,
knowingly exploiting a situation of need, ineptitude, lack of experience, swiftness,
relation of dependence, mental state or weakness of character of another person,
obtains from the latter, for himself or for a third party, the promise or the grant of
benefits which, in accordance with the circumstances of the case, are most clearly
excessive or unjustified.
2. The special rules of articles 553 and 1073 are not affected.
Article 276
(Modification of usury transactions)
1. Instead of annulment, the injured party may apply for the modification
of the transaction in accordance with equity.
2. Once the annulment has been requested, the other party has the option
to oppose the request, declaring its acceptance of the modification of the
transaction in accordance with the previous paragraph.
Article 277
(Criminal usury)
Section III - Void and voidable legal transactions
Article 278
(General provision)
The following articles shall regulate void and voidable legal transactions in
the absence of special regimes.
Article 279
(Nullity)
Nullity can be invoked at any time by any interested party, and may be
declared ex officio by the court.
Article 280
(Anullability)
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1. Only the persons in whose interest the law provides for shall have
legitimacy to invoke the anullability, and only within one year from the
termination of the defect that provides the respective grounds.
2. However, while the transaction is not performed, the anullability may be
invoked, at any time, either by action or by exception.
Article 281
(Confirmation)
1. Voidability may be overcome by means of confirmation.
2. Confirmation is a competence of the person entitled to right of
annulment, and shall only produce legal effect if it is subsequent to the termination
of the defect that provides the respective ground for annulment, and if its author
has knowledge of the defect and of the right to annulment.
3. Confirmation can be express of implied, and does not depend upon a
special form.
4. Confirmation has retrospective effect, even in relation to third parties.
Article 282
(Effects of void or voided transactions)
1. Both the declaration of nullity and the annulment of a transaction shall
have retrospective effect; everything that was performed should be returned or, if
return in kind is not possible, the corresponding value.
2.
3.
Article 283
(Moment of refund)
Article 284
(Nullity or annulment not invokable)
1. The declaration of nullity or annulment of a legal transaction related to
immovable goods, or movables subject to registration, does not affect the rights
acquired over such goods, under an onerous title, by good faith third parties,
provided that the registration of the acquisition by the third party is earlier than
the registration of the action for nullity or annulation or than the registration of
the agreement of the parties regarding the invalidity of the transaction.
2. If the requirements of the previous paragraph are met, third parties who
have acquired rights from whom, in accordance with information provided in the
register, had the legitimacy for disposing of them, shall only see their rights
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recognized if the action for nullity or annulment is not initiated and registered
within the year subsequent to the conclusion of the defective transaction.
3. If by the date of the acquisition of the third party there was no registration
in relation to the good at issue, the rights of the third party shall only be recognized
if the action for nullity or annulment is not initiated and registered within the 3
years subsequent to the conclusion of the defective transaction.
4. An acquirer third party shall be deemed in good faith if by the moment
of the acquisition he did not know, without fault, of the defect of the void or
voidable transaction.
Article 285
(Reduction)
A partial nullity or annulation does not cause the invalidity of the entire
transaction, unless it is demonstrated that it would not have been concluded
without the defective part.
Article 286
(Conversion)
A void or voided transaction may be converted into a transaction of a
different type or content, of which it has the essential formal and substantive
elements, if the purpose pursued by the parties allows the conclusion that they
would have wanted it had they foreseen the defect.
Article 287
(Transactions concluded against the law)
Legal transactions concluded against a legal provision of an imperative
nature shall be void, unless other solution is provided for by the law.
Chapter II - Legal acts
Subtitle IV - Exercise and protection of rights
Chapter I - General provisions
Article 326
(Abuse of rights)
Article 327
(Collision of rights)
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Article 328
(Direct action)
1. It is lawful to resort to the use of force in order to exercise or secure an
own right, if direct action is indispensable, given an impossibility of resorting to
the normal coercive means within a useful period of time, so as to avoid the
practical inutilization of such right, provided that the agent does not exceed what
is necessary to avoid the damage.
2. Direct action may consist in the appropriation, destruction, or
deterioration of a thing, in the elimination of resistance irregularly opposed to the
exercise of a right, or in another analogous act.
3. Direct action is not lawful if it sacrifices interests that are superior to those
that the agent intends to protect or ensure.
Article 329
(Self-defense)
1. An act aimed at removing any actual and unlawful aggression against
the person or patrimony of the agent or of a third party shall be justified, provided
that it is not possible to do it by the normal means and the damage caused by the
act it is not clearly higher than the damage that could arise from the aggression.
2. The act shall also be justified, even if there was an excess of self-defense,
provided that the excess was a result of commotion, fear or fright of the agent.
Article 331
(State of necessity)
1. It is lawful to practice acts as an adequate means of removing an actual
danger which threatens legally protected interests of the agent or of a third party,
if:
a) The situation of danger was not voluntarily created by the agent, except
in the case of protection of interests of third parties;
b) There is a sensible superiority of the interest to be safeguarded in relation
to the interest sacrificed; and
c) It is reasonable to impose to the injured party the sacrifice of his interest
considering the nature or the value of the threatened interest.
2. The author must however compensate the injured person for the damage
suffered, if the danger was caused by his exclusive fault; in any other situation, the
court may set an equitable compensation and sentence in its payment not only the
agent but also those persons who benefited from the act or contributed to the state
of necessity.
Article 332
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(Consent of the injured person)

1. An act that offends the rights of another person shall be lawful, provided
that such person has authorized the injury.
2. Nevertheless, the consent of the injured person does not exclude the
unlawfulness of the act if it is contrary either to a legal prohibition or to good
mores.
3. Consent of an injury is deemed to exist if is done in the interest of the
injured person and in accordance with his likely intention.
Article 333
(Compulsory monetary sanction)
Chapter II - Evidence
Article 341
(Customary law and laws from outside Macau)
1. Anyone invoking customary law or laws from outside Macau shall
produce evidence of their existence and content; but the court should ex officio
seek to obtain the respective knowledge.
2.
3.
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Book II - Law of obligations
Title I - Obligations in general
Chapter I - General provisions
Section I - Content of obligation
Article 391
(Concept)
An obligation is a legal connection by virtue of which a person is bound to
execute a performance towards other person.
Article 392
(Content of performance)
1. Parties may freely set the positive or negative content of the performance,
within the limits of the law.
2. The performance does not need to have a financial value; but it must
correspond to an interest of the creditor, worthy of legal protection.
Article 393
(Performance of future thing)
Article 394
(Determination of performance)
Article 395
(Performance impossible from the start)
Section II - Natural obligations
Article 396
(Concept)
An obligation is said to be natural when it is based on a mere moral or social
duty, the performance of which represents an imperative of justice but cannot
be judicially enforced.
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Article 397
(No refund of payment)
1. An amount spontaneously paid in performance of a natural obligation
does not need to be refunded, except if the debtor lacks capacity to execute the
performance.
2. A performance is spontaneous if it is free from all coercion.
Article 398
(Rgime)
The rules applicable to civil obligations shall apply to natural obligations in all
matters unrelated to the forced execution of the payment, except for special
legal provisions.
Chapter II - Sources of obligations
Section I - Contracts
Article 399
(Contractual freedom)
1. Within the limits of the law, the parties have the ability to freely set the
content of contracts, to conclude contracts different from those mentioned in this
Code, or to include in them any clauses as they may wish.
2. The parties may also bring together in the same contract the rules of two
or more contracts, wholly or partially regulated in the law.
Article 400
(Effect of contracts)
Article 401
(Incompatible rights of enjoyment)
Article 402
(Contracts with property law effect)
1. The creation or transfer of property right over specified goods occurs as
a mere effect of the contract, with the exceptions mentioned in the law.
Article 403
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(Reservation of title)
1. In transfer contracts it is lawful for the transferor to reserve for himself
the ownership of the goods until the total or partial performance of the obligations
of the other party, or until the occurrence of any other event.
Subsection II Promise to contract
Article 404
(Applicable rules)
1. The agreement by which a person undertakes the obligation to conclude
a certain contract shall be regulated by the legal provisions applicable to the
promised contract, with the exception of those relating to the form of the contract,
and of those which, given their nature, should not have their application extended
to the promissory contract.
2. However, a promise relating to the conclusion of a contract for which the
law requires a document, either private or certified, shall only be valid if made by
means of a document signed by the party undertaking the obligation, or by both
parties, depending on whether the promissory contract is unilateral or bilateral.
Article 405
(Unilateral promise)
Article 406
(Transfer of rights and obligations of parties)
Article 407
(Erga omnes effect of the promise)
1. Parties may attribute erga omnes effect to a promise of sale or charge of
immovable goods, or movables subject to registration, by means of an express
declaration and entry in the register.
2. A promise to which the parties attribute erga omnes effect shall be made
by means of a certified document; however, if the law does not require such a
solemn form for the promised contract, a written form shall be sufficient.
Subsection III Preemption agreement
Subsection IV Transfer of contractual position
Subsection V - Exceptio non adimpleti contractus
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Article 422
(Concept)
1. If in a bilateral contract there are no different time limits for the
fulfillment of the performances, each of the parties has the possibility to refuse his
performance while the other party does not effect the performance due or does not
offer its simultaneous fulfillment.
2. The exception cannot be set aside by means of the provision of
guarantees.
Subsection VI - Rescission of contract
Article 426
(Cases in which it is permissible)
1. The rescission of the contract is permitted on the basis of the law or
agreement of the parties.
Article 427
(Effect between the parties)
In the absence of a special provision, the rescission is equivalent, as to its
effects, to when a legal transaction is declared void or voided, with the exception
of the provisions of the following articles.
Article 428
(Retrospective effect)
1. Rescission has retrospective effect, except if retroactivity runs counter to
the intention of the parties or to the purpose of rescission.
Subsection VII - Rescission or modification of the contract by a change in

circumstances
Article 431
(Conditions of admissibility)
1. If the circumstances upon which the parties based the decision to
conclude the contract have suffered an abnormal change, the injured party shall
have the right to the rescission of the contract, or to its modification in accordance
with equity, provided that a demand of the obligations undertaken by that party
would seriously affect the principles of good faith and is not covered by the
inherent risks of the contract.
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2. If the rescission of the contract is applied for, the other party may oppose
such request by accepting a modification of the contract in accordance with the
previous paragraph.
Article 432
(Delay of the injured party)
An injured party shall not have the right to the rescission or modification
of the contract if such party was in delay at the time in which the change in the
circumstances occurred.
Article 433
(Rgime)
If the contract is rescinded, the provisions of the previous subsection shall
apply to the rescission.
Subsection VIII - Anticipation of performance. Down payment
Article 435
(Promise contract of purchase and sale)
In a promise to a contract of purchase and sale, all amounts paid by the
promissory-buyer to the promissory-seller, even as anticipation or beginning of
payment of the price, shall be deemed to be a down payment.
Article 436
(Down payment)
1.
2. If a person who made a down payment does not perform the obligation
as a result of a cause which is imputable to him, the other party has the right to
keep the thing delivered; if the non-performance of the contract is due to the latter,
the former has the right to demand the double of what he has paid.
3. The party who has not caused the non-performance may, alternatively,
apply for the specific performance of the contract, if such power is given to him by
general rules.
Subsection IX - Contract in favor of a third party
Article 437
(Concept)
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1. A party may, by means of contract, undertake towards other party who

has an interest worthy of legal protection in the promise, the obligation to effect a
performance in favor of a third party alien to the transaction;
Subsection X - Contract for person to be nominated
Section II - Unilateral transactions
Article 451
(General principle)
The unilateral promise of a performance only generates obligations in the cases
mentioned in the law.
Section V - Civil Liability
Subsection I - Civil liability for unlawful facts
Article 477
(General principle)
1. Anyone who, intentionally or with mere negligence, unlawfully breaches
other persons right, or any legal provision intended to protect interests of third
parties, shall have the obligation to compensate the injured party for the damage
that resulted from the breach.
2. An obligation to compensate, irrespective of fault, only exists in cases
especially provided for by the law.
Article 478
(Advice, recommendation or information)
1. Simple advice, recommendation or information does not generate
liability for a person providing it, even if there is negligence on his part.
2. However, there is an obligation to compensate when the person assumed
liability for damage, when there was a legal duty to provide the advice,
recommendation or information and the agent acted with negligence or with
intention to cause damage, or when the conduct of the person is punishable by
law.
Article 479
(Omissions)
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Simple omissions generate an obligation to compensate the damage when,

irrespective of other legal requirements, there was a duty, arising from the law or
from a legal transaction, to perform the omitted act.
Article 480
(Fault)
1. It is for the injured person to prove the fault of the agent, except if there
is a legal presumption of fault.
2. In the absence of other standard, fault shall be analyzed in accordance
with the diligence of a good family father, considering the circumstances of the
case.
Article 483
(Liability of tortfeasors, instigators or accomplices)
If the tortfeasors, instigators or accomplices of the unlawful act are various
persons, all of them shall be liable for the damage that they have caused.
Article 484
(Liability of persons obliged to invigilate another)
Article 485
(Damage caused by buildings and other works)
Article 486
(Damage caused by things, animals or activities)
Article 491
(Limitation of actions)
1. The right to compensation shall be barred within 3 years, counted from
the date in which the injured party knew or should have had knowledge of his
right and of the identity of the person responsible, even if without knowledge of
the full extent of the damage, without prejudice to the ordinary period of
limitation of actions if the respective period has passed, counted from the date of
the fact that caused the damage.
2. The right of return among persons liable shall also be barred after 3 years,
counted from the performance.
Subsection II - Liability for risk
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Article 492
(Applicable rules)
The rules on liability for unlawful facts shall apply extensible to cases of liability
for risk, as they may be applicable and in the absence of legal provisions to the
contrary.
Article 493
(Liability of principal)
1. A person who directs another to perform a certain activity shall be liable,
irrespective of fault, for the damage caused by such agent, provided that the latter
is also liable.
2. The liability of the principal shall only exist if the damaging fact was
committed by the agent in the exercise of the function entrusted to him, even if
deliberately or against the instructions of the principal.
3. A principal who has paid the compensation shall have the right to
demand a reimbursement from the agent, unless he was also guilty; in the latter
case, paragraph 2 of article 490 shall apply.
Article 495
(Damage caused by animals)
Article 496
(Accidents caused by vehicles)
Article 497
(Beneficiary of liability)
Article 498
(Exclusion of liability)
Article 499
(Collision of vehicles)
Article 500
(Joint liability)
Article 501
(Maximum limits)
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Chapter III Types of obligations
Section I - Obligations with undetermined active party
Article 504
(Determination of the creditor)
Section II - Joint and several obligations
Article 505
(Concept)
Section III - Divisible and indivisible obligations
Section IV - Generic obligations
Article 532
(Determination of object)
If the object of the performance is defined only in a generic manner, the
choice shall fall upon the debtor, in the absence of stipulation to the contrary.
Article 533
(Non-extinction of generic category of things)
While the performance is still possible with things of the stipulated generic
type, the debtor shall not be released as a result of the extinction of those generic
goods with which he intended to perform the obligation.
Article 534
(Concentration of obligation)
The obligation becomes concentrated, prior to the performance, whenever
this arises from an agreement of the parties, whenever the generic category of
things becomes extinguished so that only one of the things comprised in it does
remain, whenever the creditor falls into delay, or in accordance with article 786.
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Article 535
(Concentration arising from a fact of the creditor or of a third party)
1. If the creditor or a third party are to make the selection, it shall be effective
only if it is declared, respectively, to the debtor or to both parties; the selection
cannot be revoked.
2. If the selection should be done by the creditor and he does not do so
within the time period that has been set that has been fixed for this purpose by the
debtor, the selection shall be done by the the latter.
Section VII - Obligation of interest
Article 552
(Interest rate)
1. Interest set by law or stipulated without rate or quantity shall be set
means of an Executive Order of the Chief Executive.
2. A stipulation of interest at a rate higher than that set in accordance with
the previous paragraph shall be done in writing; if it is not, only up to the default
interest shall be due.
Article 553
(Usury interest)
The provisions of article 1073 shall apply to any stipulation of interest, or
another advantages, in legal transactions or acts of concession, grant, renewal,
discount or extension of a time limit for payment of a credit and in other analogous
acts.
Article 554
(Compounding)
1. The parties may agree in writing, at any time, on the capitalization of
interest and the timing for which it shall be effected; the provisions of the
following paragraph shall be observed.
2. The timing for the capitalization of interest shall not be less than 30 days,
except if it is set for the renewal of the contract that gives cause to the interest.
Article 555
(Autonomy of credit of interest)
Once it is created, the credit of interest does not necessarily depend upon
the main credit, and any of them may be transferred or be extinguished without
the other.
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Section VIII - Obligation of compensation
Article 556
(General principle)
Whoever has the obligation to repair damage must reconstitute the
situation that would exist if the fact that produced the obligation to repair had not
occurred.
Article 557
(Causation)
The obligation of compensation only exists in relation to damage that the
injured person probably would not have suffered if it was not for the injury.
Article 558
(Calculation of compensation)
1. The obligation of compensation covers not only the damage caused but
also the benefits that the injured person ceased to obtain as a consequence of the
injury.
2. In the fixation of the compensation the court may consider future
damages, provided that such are foreseeable; if they are not determinable, the
fixation of the corresponding compensation shall be postponed to an ulterior
decision.
Article 559
(Interim compensation)
If the fixation of the compensation is to take place in an executive
procedure, the court may order the debtor to pay immediately compensation,
within the limits that it considers already proven.
Article 560
(Compensation in money)
1. Whenever natural restoration is not possible, compensation shall be set
as an amount of money.
2. Whenever natural restoration is possible but does not fully repair the
damage occurred, an amount of money that corresponds to the part not covered
by natural restoration shall be set.
3. Compensation shall be set as an amount of money also if the natural
restoration is excessively costly to the debtor.
4.
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5. Without prejudice to what is stated in other legal provisions, the

compensation in money shall be measured as a difference between the patrimonial
status of the injured party, at the most recent date to which the court may be able
to refer to, and the patrimonial status which such party would have in such date
if the damage had not occurred.
6. If the exact amount of the damage cannot be investigated, the court shall
decide in accordance with equity, within the limits that it finds to have been
proven.
Chapter V - General guarantee of obligations
Section I - General provisions
Article 596
(General principle)
All assets of the debtor that can be judicially seized shall be liable for the
performance of the obligation, without prejudice to special rgimes stated as a
consequence of separation of assets.
Section II - Maintenance of patrimonial guarantee
Subsection I - Void transactions
Article 600
(Legitimacy of creditors)
1. Creditors shall have legitimacy to invoke the void nature of acts practiced
by the debtor, regardless of whether these are prior or subsequent to the creation
of the credit, provided that they have an interest in having it declared void; it is
not necessary for the act to have produced or worsened the insolvency of the
debtor.
Subsection II - Subrogation of the creditor to the debtor
Article 601
(Rights subject to subrogation)
1. Whenever the debtor does not do so, the creditor shall have the power to
exercise, against third parties, rights of a patrimonial nature to which the former
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is entitled, except if, by their nature or in accordance with a legal provision, they
can only be exercised by the respective holder.
2. However, subrogation is only allowed if it is essential to the satisfaction
or guarantee of the creditors right.
Article 603
(Citation of debtor)
If subrogation is exercised judicially, the citation of the debtor is necessary.
Article 604
(Effects of subrogation)
A subrogation exercised by one of the creditors shall benefit all others.
Subsection III - Actio pauliana
Article 605
(General requirements)
Any acts involving a reduction of the patrimonial guarantee of the credits,
and which are not of a personal nature, may be attacked by the creditor, if the
following circumstances are met:
(a) The credit is prior to the act or, if subsequent, the act has been intentionally
executed with the purpose of preventing the satisfaction of the right of the future
creditor;
(b) The impossibility for the creditor to obtain full satisfaction of his credit, or the
worsening of such impossibility, arises from the act.
Subsection IV - Judicial seizure
Article 615
(Requirements)
1. A creditor having a justified fear of losing the patrimonial guarantee of
his credit may request the seizure of the assets of the debtor, in accordance with
procedure law.
Chapter VI - Special guarantees of obligations
Section I - Bail
Article 619
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(Bail imposed or authorized by law)

1. If a person must or was authorized by law to post bail, without
specification of the specific method to be used, the guarante may be provided by
means of deposit of money, negotiable instruments, precious metals or stones, or
by pledge, mortgage or bank bond.
Section II - Bond
Article 623
(Concept. Acessory nature)
1. An obligor guarantees the satisfaction of the credit, being personally
obliged towards the creditor.
2. The obligation of the obligor is accessory to the obligation of the main
debtor.
Article 634
(Order of payments)
1. The obligor may refuse payment while the creditor has not yet executed
all the assets of the debtor, without obtaining the satisfaction of his credit.
Subsection III - Relations between debtor and obligor
Article 640
(Subrogation)
An obligor who has performed the obligation shall be subrogated in the
rights of the creditor, to the extent that these were performed by him.
Section IV - Pledge
Subsection I - General Provisions
Article 662
(Concept)
1. A pledge grants to the creditor the right to the satisfaction of his credit,
as well as interest, if any, with priority over other creditors, for the value of a
certain movable good or of credits or other rights, belonging to the debtor or to a
third party, provided that they are not susceptible of being mortgaged.
Article 664
(Special rgimes)
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The provisions of this section shall not interfere with special rgimes stated
by law for certain types of pledge.
Subsection II - Pledge of things
Article 665
(Creation of pledge)
1. A pledge only produces its legal effects with the delivery, to the creditor
or to a third party, of the pledged good, or of a document granting an exclusive
power of disposal over it.
Article 671
(Execution of pledge)
1. Once the obligation matures, the creditor acquires the right to be paid
from the product of the judicial sale of the good pledged; the sale may be done
extrajudicially, if the parties have so agreed.
2. It is lawful for the parties to agree that the pledged good shall be given
to the creditor for a value set by the court.
Section V - Mortgage
Article 682
(Concept and types)
1. A mortgage grants to the creditor the right to be paid by the value of
certain immovable goods, or equivalent goods, belonging to the debtor or to a
third party, with priority over other creditors who do not enjoy a special privilege
or priority of registration.
Article 683
(Registration)
A mortgage shall be registered, under penalty of not producing any effect,
even in relation to the parties.
Article 689
(Acessories of the credit)
1. A mortgage shall secure the accessories of the credit mentioned in the
registration.
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2. In the case of interest, the mortgage shall only cover, unless there is an
agreement to the contrary, the interest relating to 3 years.
Article 690
(Lex commissoria)
An agreement by which the creditor shall acquire the good charged, for the
case of non-performance by the debtor, shall be void, regardless of whether it is
prior or subsequent to the creation of the mortgage.
Section VII - Right of retention
Article 744
(When does exist)
A debtor who has a credit against his own creditor shall have a right of
retention if, being under an obligation to deliver a certain thing, his credit arises
from expenses made because of the thing or from damage caused by it.
Article 745
(Special cases)
1. The following shall also benefit from the right of retention:
a) the carrier, over the goods transported, for the credit arising from the
carriage;
b) the inkeeper, over the goods brought by the guest to the hostelry or its
accessories, for the credit of lodging;
Chapter VII - Performance and non-performance of obligations
Section I - Performance
Article 752
(General principle)
1. The debtor performs the obligation when he executes the performance to
which he is bound.
2. In performing the obligation, as well as exercising the corresponding
right, the parties shall act in good faith.
Article 753
(Full execution of the performance)
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1. The performance shall be executed fully and not in parts, except if the
rgime agreed or imposed by law or usage provides otherwise.
2. However, the creditor has the right to demand a part of the performance;
the demand of such part does not prevent the creditor from the possibility of
offering the performance in full.
Subsection II - Who can perform; to whom shall the performance be done
Article 757
(Who can perform)
1. The performance shall be made either by the debtor or by a third party,
interested or not in the performance of the obligation.
Article 758
(Refusal of performance by creditor)
1. If the performance may be made by a third party, a creditor who refuses
it shall incur in delay towards the debtor.
Subsection III - Place of performance
Article 761
(General principle)
1. In the absence of stipulation or of a special provision of the law, the
performance shall be made in the domicile of the debtor.
Article 762
(Delivery of movable thing)
1. If the object of the performance is a determined movable thing, the
obligation shall be performed in the place where the thing was located at the time
of the conclusion of the transaction.
Article 763
(Money obligations)
If the object of the obligation is a specific sum of money, the performance
shall be effected in the domicile of the creditor at the time of the performance.
Subsection IV - Time limit for performance
Article 766
(Determination of the time limit)
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1. In the absence of stipulation or of a special provision of the law, the

creditor has the right to demand at all times the performance of the obligation, and
the debtor may as well release himself from it at all times.
Article 768
(Beneficiary of time limit)
The time limit is deemed to have been established for the benefit of the
debtor, if it is not shown to have been established for the benefit of the creditor, or
of the debtor and creditor together.
Article 769
(Loss of the benefit of the time limit)
1. Subsequent to the establishment of a time limit for the benefit of the
debtor, the creditor may nevertheless demand the immediate performance of the
obligation, if the debtor becomes insolvent, even if insolvency has not been
judicially declared, or if, by a cause imputable to the debtor, the guarantees of the
credit diminish or if guarantees that had been promised are not provided.
Article 770
(Debt payable in installments)
If the obligation can be paid in two or more installments, the lack of
payment of one of them shall cause the maturity of all others.
Subsection VI - Evidence of performance
Article 776
(Right to receipt)
1. Whoever performs an obligation shall have the right to demand a receipt
from the person to whom the performance is made ().
2. The person executing the performance may refuse it while the receipt is
not issued; he may also demand a receipt after the performance.
Section II - Non-performance
Subsection I -Impossibility and delay not imputable to debtor
Article 779
(Objective impossibility)
1. An obligation shall be extinguished if the performance becomes
impossible for a cause not imputable to the debtor.
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2. Whenever the transaction from which the obligation originates was

subject to conditions or terms, and the performance is possible at the date of the
conclusion of the transaction, but becomes impossible before the verification of the
condition or the expiry of the term, the impossibility is considered as supervening
and does not affect the validity of the transaction.
Article 780
(Subjective impossibility)
An impossibility relating to the person of the debtor shall equally cause the
extinction of the obligation, if the debtor cannot be replaced by a third party in
performing it.
Article 781
(Temporary impossibility)
1. If the impossibility is temporary, the debtor shall not be responsible for
the delay of the performance.
2. The impossibility is only considered as temporary while, given the
purpose of the obligation, the creditor remains interested in it.
Article 782
(Partial impossibility)
1. If the performance becomes partially impossible, the debtor releases
himself by performing to the extent possible; in this case, the counterperformance
to which the other party is obliged shall be proportionally reduced.
2. However, if the creditor justifiably does not have an interest in the partial
performance of the obligation he may rescind the transaction.
Article 783
(Commodum of representation)
If the debtor, as a result of the fact that rendered the performance
impossible, has acquired any right over a determined good, or against a third
party, in replacement of the object of the performance, the creditor may demand
the performance of such good or replace himself to the debtor in holding the right
that the latter has acquired against a third party.
Article 784
(Bilateral contracts)
1. If one of the performances in a bilateral contract becomes impossible, the
creditor shall be released from the counterperformance and shall have the right, if
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he already had discharged his performance, to demand its return in accordance

with the provisions on unjustified enrichment.
2. If the performance becomes impossible for a cause imputable to the
creditor, the latter shall not be released from the counterperformance; but if the
debtor obtains any benefit from the release, the value of the benefit shall deducted
from the counterperformance.
Article 785
(Risk)
1. In contracts which causes the transfer of the ownership over a specified
thing or which create or transfer a property right over it, the risk of loss or damage
of the thing for a cause not imputable to the transferor falls upon the acquirer.
2. However, if the thing has continued in the possession of the transferor as
a consequence of a term created to his benefit, the risk shall only transferred upon
the expiry of the term or with the delivery of the thing , without prejudice to the
provision of article 796.
3. ()
Article 786
(Promise to send)
In case of a thing which, as agreed, the transferor must send to a place other
than the place of performance, the passage of risk occurs with the delivery to the
carrier or shipper of the thing or to the person indicated for the execution of the
delivery.
Subsection II - Non- performance and delay imputable to the debtor
Division I - General Principles
Article 787
(Liability of the debtor)
A debtor who, with fault, does not perform the obligation, shall become
responsible for the damage caused to the creditor.
Article 788
(Presumption and analysis of fault)
1. It is for the debtor to prove that the non-performance or the defective
performance of the obligation is not the result of his fault.
2. Fault is analyzed in the manner applicable to civil liability.
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Article 789
(Acts of legal representatives and auxiliaries)
1. The debtor shall be responsible towards the creditor for the acts of his
legal representatives or of persons he uses for the performance of the obligation,
as if such acts were practiced by the debtor himself.
2. The responsibility may be excluded or limited by contract, by means of a
prior agreement of the interested parties, provided that the exclusion or limitation
does not include acts which represent a breach of duties imposed by rules of public
policy.
Division II - Impossibility to Perform
Article 790
(Impossibility due to fault)
1. If the performance becomes impossible for a cause imputable to the
debtor, the latter is responsible as if there was non-performance, with fault, of the
obligation.
2. If the source of the obligation is a bilateral contract, the creditor,
irrespective of a right to compensation, may rescind the contract and, if he has
already executed his performance, may claim its refund in full.
Article 791
(Partial impossibility)
1. If the performance becomes partially impossible, the creditor shall have
the right to rescind the transaction or to demand the performance of what is
possible, in the latter case reducing his counterperformance, if due; in any of the
cases the creditor keeps the right to compensation.
2. However, the creditor may not rescind the transaction if the partial non-
performance, given his interest, is of minor importance.
Division II - Debtor delay
Article 793
(General principles)
1. A mere delay shall create for the debtor an obligation to compensate the
damage caused to the creditor.
2. The debtor falls in delay when the performance, still possible, was not
performed in the moment due, for a cause that his imputable to him.
Article 794
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(Moment of start of delay)

1. The debtor shall only fall into delay after having been judicially or extra
judicially notified to perform.
2. However, there is debtor delay irrespective of notification in the
following cases:
a) if the obligation has a specific time limit;
b) if the obligation arises from an unlawful fact;
c) if the debtor has himself prevented the notification, in this case he shall
be deemed to have been notified in the date when he normally would have been.
Article 795
(Money obligations)
1. In monetary obligations the compensation shall correspond to the interest
accrued from the day of the start of delay.
2. Interest is due at the default rate, except if prior to the delay an higher
interest is due or if the parties have stipulated an interest rate for the case of delay
different from that stated by law.
3. However, the creditor may prove that the delay caused him a damage
which is considerably higher to the interest mentioned in the previous paragraph,
and request a corresponding supplementary compensation.
Article 796
(Risk)
1. For the fact of being in delay, the debtor becomes responsible for the
damage that the creditor may suffer as a consequence of the loss or deterioration
of whatever was to be delivered, even if such facts are imputable to him.
2. However, the creditor shall have the possibility to prove that the creditor
would have equally suffered the damage if the obligation had been performed on
time.
Article 797
(Loss of interest by creditor or refusal to perform)
1. For the purposes stated in article 790, an obligation shall be deemed as
not performed if, as a result of the delay:
a) the creditor has lost his interest in the performance; or
b) the performance was not executed within a reasonable time limit that
was set, by the creditor, by means of a notification.
2. The loss of interest in the performance is analyzed objectively.
3.
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Division IV - Contractual fixation of the rights of the creditor
Article 798
(Renunciation of creditor to his rights)
1. A clause by which the creditor renounces in advance to any of the rights
granted to him in the preceding divisions for the cases of non-performance or
delay by the debtor, shall be void, except for as provided in paragraph 2 of article
798.
2. However, and except if there a legal provision to the contrary, a clause
by which the liability for non-performance, defective performance or delay, for
cases in which there is no intention or gross negligence, is excluded or limited,
shall be valid.
Article 799
(Penalty clause)
1. The parties may set by agreement the compensation due or the sanction
applicable, for the cases of non-performance, defective performance or delay in the
performance; a clause of the first type shall be designated as a compensatory
penalty clause and a clause of the second type shall be designated as a compulsory
penalty clause.
2. In case of doubt, a penalty clause is compensatory.
3. The parties may include in the same contract penalty clauses for different
purposes, but if they have only included a penalty clause for non-performance,
and if it is compensatory, it shall be deemed that it covers all of the damage, and
if it compulsory, t shall be deemed that it covers all of the applicable sanction.
4. A penalty clause shall be subject to the formalities required for the main
obligation, and shall be void if such obligation is void.
Article 800
(Functioning of penalty clause)
1. Without prejudice to an express stipulation to the contrary, the
performance of a penalty clause can only be claimed if there is fault of the debtor.
2. A compensatory penalty clause prevents the creditor from demanding its
performance together with the forced execution of the performance to which it
relates, or from demanding compensation for the damage covered by it; however,
and except if there is an agreement to the contrary, it does not impede the
compensation for additional damage if it is considerably higher.
Article 801
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(Reduction of the penalty in accordance with equity)

1. Upon request of the debtor, the agreed penalty may be reduced by the
court, in accordance with equity, if it is found to be manifestly excessive, even if
for a supervening cause; any stipulation to the contrary shall be void.
2. A reduction in the same circumstances shall be allowed if the obligation
has been partly performed.
Section III - Forced execution of the performance
Subsection I - Action for performance and execution
Article 807
(General principle)
If an obligation is not voluntarily performed, the creditor shall have the
right to demand judicially its performance and to execute the patrimony of the
debtor, as stated by law.
Subsection II - Specific performance
Article 817
(Delivery of a specified thing)
If the performance consists in the delivery of a specified thing, the creditor
shall have the possibility to request, in executive proceedings, for the thing to be
judicially delivered to him.
Article 818
(Performance of fungible fact)
A creditor of a performance of a fungible shall have the ability to request,
in executive proceedings, that the fact be performed by another at the expense of
the debtor.
Article 819
(Performance of negative fact)
Article 820
(Promise to contract)
1. If a person has undertaken the obligation to conclude a certain contract
and does not perform the promise, the other party may, in the absence of an
agreement to the contrary, obtain a judicial decision that shall produce the legal
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effects of the business declaration of the person who breached the promise,
whenever the nature of the obligation assumed is not opposed to it.
2. For the purpose of the previous paragraph, the mere existence of a down
payment in the promissory contract, or the fixation of a penalty for the case of its
non-performance, shall not be taken to be an agreement to the contrary, and, even
if there has been an agreement to the contrary, the promissory-acquirer, in relation
to a promise to transfer or to create property rights over buildings or fractions of
them against payment, shall enjoy the right to specific execution, provided that the
transfer of the thing which is the object of the contract has taken place.
Article 821
(Legal obligation to conclude the contract)
Chapter VIII - Causes of extinction of obligations other that the performance
Section I - Accord and satisfaction
Article 828
(When allowed)
The performance of a thing or a right which is different from the one that is
due, even of a higher value, shall only release the debtor if the creditor gives his
agreement.
Article 831
(Performance pro solvendo)
1. If the debtor makes a performance different from the one that is due, so
as to enable the creditor, by acquiring it value, to obtain more easily the satisfaction
of his credit, the debt is only extinguished when actually paid, and to extent paid.
2.
Title II - Contracts in special
Chapter I - Purchase and sale
Section I General provisions
Article 865
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(Concept)
A purchase and sale is a contract by which the ownership of a thing, or
another right, is transferred against the payment of a price.
Article 866
(Form)
The contract of purchase and sale of immovable goods shall only be valid
if concluded under the form required by notary legislation.
Article 867
(Sale of thing or right under litigation)
Article 868
(Contract costs)
Unless there is an agreement to the contrary, the costs of the contract and
other accessory expenses shall be paid by the buyer.
Section II - Effects of purchase and sale
Article 869
(Essential effects)
The essential effects of a purchase and sale are:
a) The transfer of the ownership of the thing or title to the right;
b) The obligation to deliver the thing;
c) The obligation to pay the price.
Article 870
(Future goods, pending fruits and component or integrated parts)
1. In the sale of future goods, of pending fruits or of component or
integrated parts of a thing, the seller is obliged to conduct the diligences necessary
for the buyer to acquire the goods sold, in accordance with what was stipulated or
arises from the circumstances of the contract.
2. If the parties gave the contract an aleatory nature, the price is to be paid
even if the transfer of the goods does not take place.
Article 871
(Goods of uncertain title or existence)
When a sale is made of goods of uncertain title or existence and the contract
does not mention such uncertainty, the price must be paid, even if the goods do
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not exist or do not belong to the seller, except if the parties refused to grant an
aleatory nature to the contract.
Article 872
(Delivery of the thing)
1. The thing should be delivered in the state in which it was at the time of
the sale.
2. The obligation of delivery includes, unless there is a stipulation to the
contrary, the component or integrated parts, the pending fruits and the documents
relating to the thing or right.
3. If the documents include other matter of interest to the seller, the seller
must deliver a certified copy [pblica-forma] of the part related to the thing or right
that was object of sale, or a photocopy of the same value.
Article 873
(Determination of price)
Article 874
(Reduction of price)
Article 875
(Time and place of payment of price)
Article 876
(Lack of payment of price)
Section III - Sale of things subject to count, weight or measure
Article 877
(Determined things. Price set by unit)
Article 878
(Determined things. Price not set by unit)
Section IV - Sale of things owned by others
Article 882
(Void sale)
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A sale of goods that are owned by others shall be void whenever the seller
lacks legitimacy to perform it; but the seller cannot invoke the nullity before a good
faith buyer, and a bad faith buyer also cannot invoke it towards a good faith seller.
Article 883
(Goods owned by others as future goods)
Article 884
(Refund of price)
Section V - Sale of things subject to liens or charges
Article 896
(Voidability for mistake or deceit)
Article 897
(Recovery of the contract)
Article 898
(Obligation to recover the contract)
Section VI - Sale of defective things
Article 905
(Reference)
Article 906
(Repair of the thing)
Article 907
(Replacement of the thing)
Article 908
(Compensation in case of simple mistake)
Article 909
(Notice of the defect)
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Article 914
(Warranty of good functioning)
Article 915
(Things that must be transported)
Section IX - Sale by installments
Article 927
(Lack of payment of one instalment)
If a thing was sold by instalments, with reservation of title, and was
delivered to the buyer, the lack of payment of only one installment not exceeding
one eight of the price does not grant the right to rescind the contract, and it does
not, with or without reservation of title, cause the loss of the benefit of the time
limit in relation to the ensuing installments, notwithstanding an agreement to the
contrary.
Article 928
(Other contracts with similar purpose)
1. The previous article shall apply to all contracts by which a similar result
to that of a sale by installments is pursued.
2. If a thing is leased, with a clause stating that such thing shall become the
property of the lessee after the payment of all rents agreed, the rescission of such
contract for non performance by the lessee shall have retroactive effect, and the
lessor shall return the amounts received, with the exception of any compensation
or penalty due under general rules; clauses to the contrary shall not be valid.
Chapter II - Donation
Article 934
(Concept)
1. Donation is the contract by which a person, by spirit of generosity and at
the expense of his patrimony, gratuitously disposes of a good or right, or assumes
an obligation, to the benefit of the other party.
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Chapter III - Lease
Article 969
(Concept)
A lease is a contract by which one of the parties undertakes the obligation
to allow the other to temporarily use a certain good, against payment.
Article 970
(Lease of movables and immovables)
Section II Obligations of the lessor
[articles 977-982]
Section III Obligations of the lessee
[article 983]
Section IV Expenses concerning the thing leased
[articles 984-986]
Section V Works
[articles 987-992]
Section VI Rent
Subsection I General provisions
[articles 993-998]
Subsection II - Update of rent
Division I - General provision
Article 999
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(Cases of update)
1. Rents may be updated:
a) in accordance with the conditions of the contract or later agreed by the
parties; or
b) Depending upon extraordinary works of conservation and improvement
of the thing that the lessor may be compelled to execute by virtue of administrative
law measures, except where its payment may be demanded from third parties.
2. The rules on rent update agreed upon the conclusion of the contract may
be changed by the court upon request of the lessee, whenever they set arbitrary or
clearly unreasonable criteria.
Division II Update as a result of works
[articles 1000-1003]
Section VII Transfer of the contractual position
Section VIII Sublease
Section IX Termination of the contract
Subsection II Revocation by agreement of the parties
Article 1016
(Regime)
Subsection III - Rescission
Subsection IV - Lapse
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Subsection V Unilateral revocation
Article 1024
(Regime)
Section X Return of leased thing
Section X Lease of immovables [arrendamento]
Subsection II Termination of lease
Article 1038
(Denunciation)
1. Upon the expiry of the term of the lease, the contract shall be deemed to
be renewed for successive periods provided that none of the parties denounced it
within the time and by the procedure agreed or stated in the law.
2. However, the lessor does not have the right to denounce the contract for
the expiry of the term of the lease, or for the expiry of the renewals, before a period
of two years from the beginning of the lease has elapsed.
3. The period of a renewal is the same as the lease; however, such period is
of only 1 year if the term of the contract is longer, except if there is a stipulation to
the contrary.
Article 1039
(Communication of denunciation)
1. Denunciation has to be communicated to the other party in writing with
the following advance notice:
a) 180 days, if the term is equal to 6 years or more;
b) 90 days, if the term is of 1 year or more, but less than 6 years;
c) 30 days, if the term is of 3 months or more, but less than 1 year;
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d) One third of the term, if the term is less than 3 months.

2. The advance notice mentioned in the previous paragraph is counted from
the end of the term of the contract or its renewal.
Subsection III Special provisions of leases for residential purposes
Subsection IV Special provisions of leases for commercial purposes
Subsection V Special provisions of leases for independent professionals
Subsection VI Special provisions of rural leases
Chapter IV - Gratuitous loan of things
Article 1057
(Concept)
A gratuitous loan is a contract by which one party delivers to the other a
certain thing, movable or immovable, to be used free of charge and returned upon
the termination of the contract.
Chapter V - Loan
Article 1070
(Concept)
A loan is a contract by which one party lends money or other fungible good
to the other party, the borrower having the obligation to return the same amount
and kind.
Article 1071
(Ownership of things lent)
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The things lent become the ownership of the borrower as a result of their
delivery.
Article 1072
(Gratuitous or onerous nature of loan)
1. The parties may agree the payment of interest as remuneration of the
loan; in case of doubt, the loan is deemed to be onerous.
2. Even if the loan is not of money, the provisions of article 552 shall apply
in relation to interest, and also, if there is delay of the borrower, the provisions of
article 795.
Article 1073
(Usury)
1. A loan contract in which interest of more than the triple of the default
interest rate is stipulated shall be considered usury.
2. A penalty clause setting, as compensation due for the lack of repayment
of the loan, in relation to the time of the delay, more than the five times than the
default interest rate, shall also be considered usury; if it is a strictly compulsory
penalty clause, the amount of the penalty cannot be more than the triple of the
default interest rate.
3. If the interest rate stipulated or the amount of the compensation or
penalty set exceeds the maximum arising from the previous paragraphs, it shall
be demed to be reduced to such maximum, even if the will of the parties is
otherwise.
4. The observation of the maximum limits mentioned in this article does not
obstruct the application of articles 275 to 277.
Article 1074
(Time limit in onerous loans)
Article 1075
(Absence of time limit)
Article 1076
(Refund impossible)
Article 1077
(Rescission of the contract)
Article 1078
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(Liability of the lender)
Chapter VI - Employment contract
Chapter VII - Rendering of services
Chapter VIII - Mandate
Article 1083
(Concept)
A mandate is contract by which one of the parties undertakes the obligation
to execute one or more legal acts in the interest of the other party.
Article 1096
(Revocability of mandate)
1. A mandate is freely revocable by any of the parties, regardless of
agreement to the contrary or renunciation to the right of revocation.
2.
3.
Chapter IX - Deposit
Article 1111
(Concept)
A deposit is a contract by which one party delivers to the other party a
certain movable or immovable thing, for safekeeping and return when demanded.
Chapter X - Construction contract
Article 1133
(Concept)
Construction is the contract by which one of the parties undertakes to
execute a certain work, against the payment of a price.
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Chapter XI - Perpetual annuity
Chapter XII - Annuity for life
Chapter XIII - Gaming and betting
Article 1171
(Legal effect)
1. Gaming and betting are sources of civil obligations whenever special
laws so provide, as well as in sports competitions in relation to the persons
taking part on them; otherwise, if lawful, gaming and betting are a mere source
of natural obligations.
2. If there has been fraud in its execution, the contract does not produce any
effect to the benefit of a person who practiced it.
3. Special laws on matters regulated in this chapter are not affected.
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Book III - Property Law
Title I Possession
Title II Ownersip
Chapter I Ownership in general
Section II Protection of property
Chapter II Acquisition of property
Section II Ocupation
Section III Accession
Chapter III Ownership of immovables
Article 1264
(Material limits)
Article 1265
(Immovables without owner)
Article 1266
(Emission of smoke, production of noise and similar facts)
The owner of an immovable may oppose emissions of smoke, soot, vapors,
smells, heat or noises, as well as to the production of trepidation and any other
similar facts, originating from an immovable belonging to another, whenever such
facts cause for the use of the immovable an harm that exceeds the limits of
tolerance that should exist among neighbors; usage and the situation and nature
of the immovable shall be taken into account.
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Article 1267
(Harmful installations)
Article 1268
(Digging)
Section II Right of demarcation
Chapter IV Co-ownership
Chapter V - Horizontal property
Section I - General Provisions
Article 1313
(General principle)
The units that are part of a condominium, which are cable of being
independent units, may be owned by different persons, under a horizontal
property rgime.
Article 1314
(Scope of condominium)
1. A condominium can be made of a single building or of a group of
buildings.
2. For a group of buildings to be part of a single condominium, it is
necessary that the buildings that compose it are functionally linked between each
other, by means of parts that are common to the group of buildings, and which are
usable by part or all of the owners.
3.
4.
Article 1315
(Object of horizontal property)
1. A condominium can be set up for autonomous units which, besides being
independent, are separate and isolated of each other, with a separate exit towards
a common part of the condominium or a public road.
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2. Car parks can also be autonomous units, provided that the respective
space is sufficiently marked and has an exit towards a common part of the
condominium or a public road, even if such car parks are not separate units
isolated of each other.
3.
Article 1316
(Lack of legal requirements)
Section II - Creation
Article 1317
(General principle)
Article 1318
(Specification of units)
Article 1319
(Specification of buildings and sub-condominiums)
Article 1320
(Other information specified in the title)
Article 1321
(Modification of the title)
Article 1322
(Union and separation of units)
Section III - Rights of co-owners over the building and their limitations
Article 1323
(Rights of co-owners over the building)
1. Each individual owner is the exclusive owner of his unit, and co-owner
of the common parts of the condominium.
2. The whole of the two rights is not divisible; none may be sold separately,
nor is it lawful to renounce to the common part as a means for the co-owner to
release himself from the expenses necessary for its conservation and use.
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Article 1324
(Common parts of the building)
Article 1325
(Limitations to the exercise of rights)
Article 1326
(Rights of pre-emption and division)
The co-owners do not enjoy a pre-emption right in the sale of units nor the
right to request the division of common parts.
Section IV - Administration of condominium
Article 1327
(Object)
The administration of a condominium includes the acts tending to promote
and regulate the use, fruition, and conservation of the common parts of the
building, as well as other acts which, in accordance with this chapter, fall in the
competence of the condominium organs.
Article 1328
(Administration rgimes)
1. The administration of a condominium may be subject to a rgime of
simple administration, regulated in the following subsection, or be subject, in
accordance with the following paragraphs, to a rgime of complex administration,
regulated in subsection III.
Article 1329
(Organs of administration)
1. If the rgime of simple administration applies, the administration of the
common parts of the condominium is the competence of an organ of a deliberative
nature, called the general assembly of the condominium, and an organ of an
executive nature, called the administration.
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Subsection II - Rgime of simple administration
Division I - Rights, obligations and expenses of the co-owners regarding the

administration
Article 1330
(Rights of co-owners)
The co-owners have the rights:
a) to participate in the meetings of the general meeting of the condominium;
b) to call extraordinary meetings of the condominium general meeting, in
accordance with paragraph 3 of article 1344;
c) to present to the administration any complaints deemed convenient
regarding the execution of the functions tasked to this organ;
d) to appeal from the acts of the administration to the general meeting of
the condominium;
e) to initiate judicial proceedings against the administration for breach, with
fault, of their obligations;
f) all other rights granted by law.
Article 1331
(Obligations of co-owners)
Article 1332
(Conservation and fruition expenses)
Article 1333
(Common reserve fund)
1. It is compulsory to create a common reserve fund to pay for
unforeseeable and costly expenses, namely with maintenance of the common parts
of the building.
2. This fund is made of:
a) One tenth of the fixed costs of the condominium, without prejudice of a
resolution requiring an higher amount by the general meeting of the
condominium;
b) The amount arising from fines applied in accordance with article 1341;
c) The money arising from sanctions that the law enables to add to amounts
due, in accordance with paragraph 5 of the previous article.
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3. The general meeting has competence to set the rules on the management
of the common reserve fund, which may be deposited in a bank.
Article 1334
(Innovations)
Article 1335
(Costs with innovations)
Article 1336
(Urgent and necessary repairs)
Article 1337
(Destruction of the building)
Article 1338
(Insurance)
1. It is compulsory to insure the building against the risk of fire, both the
units and the common parts.
Article 1339
(Debts for condominium expenses)
Article 1340
(Internal regulation of condominium)
Article 1341
(Monetary penalties)
Article 1342
(Arbitration)
Article 1343
(Transfer of rights and obligations of co-owners regarding normal
administration)
Division II - General meeting of the condominium
Article 1344
82/87
(Meetings)
1. If the co-owners have not yet had a meeting, the de facto administrator
or the developer, or, if it exists, the entity responsible for the management of the
condominium, shall call the first general meeting as soon as half of the units are
sold or there is a 30% occupancy rate, in order to elect the administration, to
approve the budget for that year and, if needed, to prepare the internal regulations
and to decide on the amount of fire insurance to underwrite; they shall be jointly
liable for the damage caused if they do not do so.
2. The general meeting of the condominium meets every year during the
month of January, upon call by the administration, to discuss and approve the
accounts of the previous year and to approve the budget for the upcoming year.
3. A general meeting shall also be held when called by the administration
or by co-owners representing at least one tenth of the total value of the
condominium.
4. If the general meeting is not called when it should in accordance with
paragraphs 1 and 2, any co-owner may call the a general meeting or request the
court to order any of the people responsible to do so.
Article 1345
(Call)
1. A general meeting of the condominium is called by means of a registered
letter, sent at least 10 days in advance, to the place or places mentioned in the
following paragraph, or by hand delivery done with the same advance notice and
in the same places.
2. The call shall be sent to the unit which the co-owner owns or to an address
that he has expressly provided to the administration;
3. The call must state the date, time, agenda and place of the meeting, and
it shall be drafted in one of the official languages; whenever possible, it shall be
sent together with a translation if there are co-owners who only understand the
other.
4. The call shall be affixed in the entrance of the building, or in each of the
buildings, if the condominium has more than one, or in other place of passage
common to the co-owners, during the 8 days preceding the meeting.
5. If the meeting is called to approve the accounts and the project of annual
budget, to approve or modify the internal rules of the condominium, or to modify
the title of creation of the horizontal property, the call shall have enclosed,
respectively, the accounts and the budget project, the projet of internal rules, and
the project of modification of the title of creation of the horizontal property, or, at
least, it shall indicate the place or places where such elements may be consulted
by the co-owners without excessive inconvenience; the entrance of the building,
83/87
or of each of the buildings, shall be included among such places, whenever

possible.
Article 1346
(Representation)
Article 1347
(Functioning)
1. Unless special provisions apply, resolutions are passed by a number of
co-owners representing more than half of the total value of the condominium.
2. Each co-owner has in the meeting as many votes as the percentage or per
thousand of his unit or units.
3. If, one hour after the time set, a number of co-owners sufficient to pass
resolutions is not in attendance, and the call has not already set another date, it
shall be considered that another meeting is called for the same day of the following
week, in the same place and at the same time; in this case, the meeting, except
where the law requires a specific majority, may pass resolutions with the votes of
the co-owners present, provided that these represent, at least, a quarter of the total
value of the condominium.
4. However, in the case of a meeting called to approve the initial internal
regulation of the condominium, if such must exist, or to approve the accounts and
the project of annual budget, the meeting may pass resolutions on such matters, in
a second call, by a majority of votes of the co-owners in attendance, irrespective of
the value that they represent in the total value of the condominium, if the initial
call expressly states this possibility.
5. Whenever there are co-owners who express themselves in only one of the
official languages and others who only express themselves in the other, the
administration shall, whenever possible, provide an interpreter.
Article 1348
(Resolutions that require unanimity)
Article 1350
(Invalid resolutions)
Division III - Administration
Article 1354
(Composition, remuneration, and term of office)
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1. The administration is made of one or more administrators.

2. If there are several administrators, and unless there is a resolution of the
general meeting to the contrary:
a) one of the administrators shall preside;
b) the president has a casting vote;
c) the president shall have the task of calling the meetings of the
administration;
d) decisions are passed by a majority of members present.
3. The position of administrator may be paid in accordance with terms and
conditions set by the general meeting or, in their absence, in accordance with the
rules regulating the mandate contract.
4. The administrations mandate cannot exceed 2 years, which can be
renewed by a decision of the general meeting; any longer time limit stated in the
act of appointment of administration is deemed to be reduced to 2 years.
Article 1355
(Election and dismissal)
1. The board is elected and dismissed by the general meeting; any clauses
of any contracts subscribed by the co-owners providing otherwise, or any
agreements transferring the administration of the condominium concluded
without the assent of the general meeting, shall be void.
2. In accordance with paragraph 1 or article 1344, the administration voted
by the general assembly replaces the one that may have been selected by the
property developer; if compensation is due for the unilateral renovation of the
contract with the administrator entity, only the promoter is responsible for such.
3. If the general meeting cannot elect an administration, the court shall
appoint one upon request of any co-owner, in accordance with civil procedure law.
4. The administration can also be judicially dismissed, in accordance with
civil procedure law, upon request of any owner, if it is shown that any of its
holders has practiced irregularities or acted with negligence in the exercise of his
functions.
Article 1356
(Administration by third party)
1. The terms of the exercise of the administration of the condominium by a
third party must be stated in a service contract executed in writing.
2. Any clause of the service contract granting to the administrator entity a
right to any compensation for the case of non-renewal of the contract, or any
similar clause, shall be void.
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Article 1357
(Functions)
1. The functions of the administration, besides others that may be granted
to it by the general meeting, by the condominium regulations or by law, shall be
the following:
a) to call the general meeting of the condominium;
b) to prepare the accounts, to present them, and to prepare the budget of
income and expenses for each year;
c) to conclude and maintain in force insurance against the risk of fire and
other types of risks, in accordance with article 1338;
d) To collect income and to effect payment of the condominium expenses;
e) To request from owners their share in the expenses approved;
f) To effect acts of conservation of the rights relating to common property;
g) To regulate the use of common goods and the provision of services of
common interest, without prejudice to the condominium regulations;
h) To execute the resolutions of the general meeting;
i) To initiate judicial action for the collection of the amounts mentioned in
article 1339;
j) To act on behalf of the totality of the owners before administrative
authorities;
l) To ensure the dissemination of the rules relating to condominium
security;
m) To ensure the maintenance of the car park markings and their
identification;
n) To provide to interested parties the data it may have relating to the
addresses whereto the calls of general meetings should be sent;
o) To provide copies of the condominium regulations to owners and to third
parties bound by it;
p) To ensure the execution of the regulations and of legal provisions relating
to the condominium.
2. The administration, in the month preceding the end of its mandate, must
render accounts and hand all documents pertaining to the condominium which
might be under its custody.
Article 1358
(Right of inspection)
Article 1359
(Legitimacy)
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Article 1360
(Appeal from acts of the administration)
Subsection III - Rgime of complex administration
Division I - Rights, obligations and expenses of the owners regarding the

administration
Article 1361
(Reference)
Article 1362
(Sharing of expenses and their payment)
Article 1363
(Sinking fund)
Article 1364
(Regulations)
Division II - Categories of condominium common parts
Article 1365
(Common parts of subcondominiums)
Article 1366
(Common parts of the entire condominium)
Division III General meetings
*** ** ***
87/87

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JORGE AF GODINHO

PhD (European University Institute, Florence)

Associate Professor of Law, University of Macau

THE MACAU CIVIL CODE

[draft version; not for distribution; comments are welcome]

This text is a partial English translation of the Civil Code of the

The importance of the existence of a translation of the Civil Code

Macau, 12 September 2013.

Subsection II - Majority and emancipation ............................................ 22

Subsection VII - Rescission or modification of the contract by a change

Subsection VI - Evidence of performance................................................... 58

Division III - Administration ........................................................................ 84

Macau Civil Code

Title I - Of laws, their interpretation and application

Chapter I - Sources of law

Chapter II - Validity, interpretation and application of laws

2. However, the interpreter cannot consider a legislative thought that does

Chapter III - Rights of non-residents and conflict of laws

Section I - General Provisions

1. A law outside Macao that is declared applicable shall interpreted within

Section II - Rules of conflict

Subsection I Scope and selection of personal law

(Tutorship and analogous institutes)

Subsection II Law regulating legal transactions

Subsection III Law regulating obligations

Subsection IV Law regulating things

Subsection V Law regulating family relations

Subsection VI Law regulating common law marriage

Subsection VI Law regulating inheritance

Title II - Legal Relations

Section I - Legal personality and capacity

3. A person whose corpse was not found or recognized shall be deemed as

Section II - Rights of personality

Section III Domicile

Section V - Presumed death

Subsection I - Legal condition of minors

Except if there is a legal provision to the contrary, minors lack capacity to

Subsection II - Majority and emancipation

Subsection III - Interdictions

1. Individuals who are incapable of administering their own person and

Chapter II - Collective persons

Section I - Associations and foundations

Subsection I - General provisions

Subsection III - Foundations

Subtitle III - Legal facts

Chapter I - Legal transaction

Section I - Business declaration

Subsection I - Types of declaration

Subsection III - Perfection of business declaration

(Acceptance with modifications)

Subsection IV - Interpretation and integration

Subsection V - Lack and defects of intention

(Impossibility to invoke simulation against good faith third parties)

1. A business declaration is voidable as a result of an essential mistake of

(Error of calculation or in writing)

Division I - General principles

Division II - Voluntary representation

Subsection VII - Condition and term

Section II - Object of transaction. Usury transactions

Section III - Void and voidable legal transactions

Chapter II - Legal acts

Subtitle IV - Exercise and protection of rights

Chapter I - General provisions