Law No. 2495 law of August 4, 2003 GONZALO Sánchez DE LOZADA President constitutional of the Republic as, the Honorable National Congress, has sanctioned the following law: the HONORABLE National Congress, D E C R E T A: law restructuring volunteer chapter I provisions general article 1. This law establishes the legal framework alternative to the provisions of the code of Commerce, debtors and creditors agree to the restructuring or voluntary liquidation of companies not subject to Regulation by the Superintendence of banks and financial institutions and pension, securities and insurance, these natural or legal persons, through the signing and execution of a settlement agreement. For the purposes of this Act, is meant by a settlement agreement, the agreement under which the debtor and its creditors settled rights of heritage content through reciprocal concessions and mutual recognition in accordance with the procedure and the majorities set forth in this law. The initiation of a process of restructuring or voluntary settlement within the framework of this law prevents the application of other legal provisions applicable to the matter. ARTICLE 2º. The debtor and its creditors are entitled to agree on the following matters: restructuring of assets, liabilities and business of the debtor.
Rescheduling of debts, waits, take away, forgiveness, partial or total conversion of credits in subordinated liabilities and capitalization of debts.
Regime of interests.
Total or partial sales and auctions, mergers, spin-offs and business transformations.
Recruitment of new credits for investment or work acapital. These credits will have privilege with respect to any other creditor and shall not be considered as part of the debt subject to restructuring.
Modifications to the conditions of an issuance of securities or an exchange of values.
Others deemed necessary. ARTICLE 3 °. All information, submitted to the Superintendency of companies, to the Board of creditors and the trustee of restructuring, by the debtor, creditors or their respective legal representatives, is quiet, confidential and affidavit. ARTICLE 4TH. Them resolutions administrative definitive pronounced by the Superintendency of companies, may be contested by the debtor or its creditors through the interposition of them resources of revocation and hierarchical established by law, that is granted in the effect devolutive. Exhausted administrative remedies can start the administrative contentious process that will be processed in accordance with the provisions of the code of Civil procedure, except as regards the time limit for filing the demand, which will be Computable five business days from the date of notification with the resolution that resolved the hierarchical resource. The filing of this lawsuit will not suspend the execution of the contested administrative act.
CHAPTER II PROCEDURE ARTICLE 5. A debtor may apply to the Superintendency of companies the opening of a procedure for the conclusion of a settlement agreement with its creditors. For the application to be admitted to the Superintendency of companies, must be accompanied by the following documentation: voluntary liquidation or restructuring Plan.
Instrument of incorporation and its amendments, registered in the trade registry, where appropriate.
List of all the shareholders or partners, specifying for each one of them the number of shares and percentage of participation.
General of the latest management and Balance sheet updated balance.
Detailed list of the creditors coincident with the Balance sheet updated.
List detailed of all those processes judicial, arbitral or administrative followed against the debtor or by the.
Authorization of the corresponding authority and powers of the legal representatives of the debtor subject to the scope of this law. ARTICLE 6TH. By this law, Empire once supported the request for the opening of the procedure for the signing of a settlement agreement and is registered in the trade registry of the Superintendency of companies, are suspended for a period of ninety calendar days, with the exception of criminal processes, all judicial, administrative and arbitration processes of patrimonial content initiated against the debtor and this against your creditors , unless it involves moratorium. During this period, under penalty of nullity, may not start of content assets against the debtor and this legal action against its creditors, the prescription of appropriations is interrupted and deadlines for actions and interest payments are suspended. By decision of the meeting of creditors, within ninety calendar days may be extended for a maximum of ninety additional calendar days. Once registered the application, the Superintendency of companies, within a maximum period of three working days, shall publish it in a national press organ and one who regularly circulates in the place of domicile of the debtor if any or, if appropriate, in a medium of communication of the domicile of the debtor for three consecutive times with intervals of three calendar days. These publications shall have effect for legal notification to the debtor and all its creditors. The publication must contain: extract from the decision of admission of the request.
List of creditors filed by the debtor.
Deadline for submitting the application for registration of credits.
Designation of the syndicate of restructuring. Once accepted the request by the Superintendency of companies, the debtor is obliged to undergo the procedure and the scope established by the present law. ARTICLE 7TH. During the period of suspension of processes, the debtor may not have their property free of charge, provide new guarantees, celebrate other events related to their obligations and in general, may not alter the situation of creditors, prior to the filing of the application. Nor you can make reforms or mergers in the case of companies, and must request authorization to the Board of creditors when such acts prove to be necessary and urgent for the development of the company's activities or when they exceed the ordinary administration of the commercial rotation. CHAPTER III TRUSTEE RESTRUCTURING ARTICLE 8. The restructuring trustee, once designated by the Superintendent of companies, has the following functions: convene and preside over the Board of creditors, without the right to vote.
Promote the procedure laid down in this law, having appointed the measures required for this purpose.
Carry out the verification and certification of the information presented, in the books and documents of the debtor and if creditors, can avail themselves of the elements and procedures as it deems necessary.
Assess applications for registration of credits and the documentation that accompanies them and inform the Superintendent of companies on the outcome of this assessment.
Evaluate voluntary liquidation or restructuring plan, review its consistency and, where appropriate, propose alternatives to the Board of creditors to improve the same.
ARTICLE 9º. The syndicate of restructuring, may resign by own decisiono be removed by the Superintendent of companies, or at the request of the Board of creditors for the grounds to be determined in regulations, and must be replaced by one appointed by the Superintendent of companies, within one period of no more than two working days. CHAPTER IV REGISTRATION OF CREDITS ARTICLE 10. The creditors even those not incorporated in the list published by the Superintendency of companies, will apply to it, within one period not exceeding seven days accounting since the last publication, registration of claims contained in documents concluded according to law, although they not have expired, indicating amount and guarantees, and accompanying supporting titles or a copy authenticated them. Expiration of the term for the submission of applications for registration of credits, the Superintendency of companies, not later than the twenty calendar days, on the basis of the report of the Comptroller for restructuring, registered credits and will establish the voting rights, in accordance with regulation within the framework of the civil and commercial legislation. Resolution of registration of credits issued by the Superintendency of companies, shall be notified by publication effected only once in a body of national press and one that regularly circulates in the place of domicile of the debtor if any or, where appropriate, in a medium of communication of the domicile of the debtor. ARTICLE 11TH. Appropriations that are under judicial, arbitral or administrative jurisdiction and who pursue the collection of them, will be reported by the Superintendency of companies. CHAPTER V
BOARD OF CREDITORS ARTICLE 12TH. A time posted it resolution of record of credits, the trustee of restructuring will convene to it first Board of creditors, through publications to perform is in an organ of press of circulation national and in one that circulate regularly in the place of the domicile of the debtor if it had or, in his case, in a medium of communication of the domicile of the debtor by two times consecutive and with intervals of three days calendar the same to be performed within the period of seven working days of the publication of the resolution of registration of credits. The call to all creditors meeting shall be subject to the procedure laid down in the preceding paragraph. Whenever concur it all of them creditors reported, the Board of creditors may meet is validly, without the compliance of them requirements expected for the call and resolve any affair of its competition.
ARTICLE 13TH. The Board of creditors convened and collected pursuant to this law, chaired by the syndicate of restructuring and formed by the creditors registered with the right to speak and vote, is the sovereign body that represents the will of the whole of registered creditors and has exclusive and delegated jurisdiction to treat those matters relating to the restructuring or voluntary liquidation of the company. Not participate in meetings of creditors the State, workers and linked credit holders. Bonding shall be established by regulation. The resolutions of the Board of creditors are obligatory for the debtor and all creditors, even for the absent and dissidents, these last two are them you may not impose conditions, take away and expect different of which has been established for creditors who took part in the celebration of laJunta of creditors. The debtor will assist the Board of creditors entitled to voice. ARTICLE 14º. For a Board of creditors sessions validly, in addition to be convened in the way established in this law, requires the presence of registered creditors representing at least an absolute majority of the balance due to capital of the registered credits. There is no quorum on first call, the Board of creditors to be held validly, in second call with the presence of the registered voting creditors who have attended. ARTICLE 15 °. The resolutions of the Board of creditors shall be taken by a vote representing at least two thirds of the balance due to the registered creditors present voting capital.
CHAPTER VI OPPOSITION AND APPROVAL ARTICLE 16. Signed the agreement of transaction between the debtor and its creditors and registered in the trade registry of the Superintendency of companies, the syndicate of restructuring published an extract of it, once a body of national press, so in five working days term oppositions can be filed. Creditors of reported claims that having attended the Board of creditors had done to record his dissent, and that together, represent at least twenty percent of the total number of registered credits, may object to the approval of the settlement agreement only when the creditors meeting has not been convened according to the provisions of this law When the settlement agreement has not been voted by the majorities established by this law, or when registration of assets and liabilities of the debtor has been altered to allow the approval of the settlement agreement. The opposition shall be submitted to the Superintendency of companies with all the support test. Admitted this, the Superintendent of companies run on transfer to the restructuring trustee, who will have three business days to respond. Expired this term, with or without response, the Superintendent of companies will solve the opposition through resolution expresses. Within three business days following the expiration of the period for opposition to the agreement of transaction or, where applicable, declared inadmissible the opposition, the Superintendent of companies approved the agreement. ARTICLE 17 °. The transaction agreement between the debtor and his creditors reported, within the framework of this law, approved by the Superintendent of companies, constitutes a novation has the effect of res judicata, prevents definitively and irrevocably all subsequent judicial pronouncement concerning the terms and conditions contained therein. Once approved the transaction agreement any creditor including the State may modify for any reason the amount of their claims. CHAPTER VII SETTLEMENT ARTICLE 18. For the purposes of this law, it refers to voluntary liquidation of non-financial companies, by agreement between the debtor and its creditors. If the debtor and its creditors agree to the voluntary liquidation and dissolution, the company shall be dissolved by Empire of this law, from the date of the registration of the settlement agreement in the business SVS trade registration, without the need for any judicial declaration and shall take effect with respect to third parties. The Board of creditors will agree to the terms and conditions of the settlement in terms of: System of distribution of losses.
Settlement and legal personality.
Appointment, duties, responsibilities, removal and remuneration of the trustee's liquidation.
Deposit of uncollected amounts.
Cancellation of registration.
Others that are considered necessary. Approval by the Board of creditors of closing Balance and the disposition of any remaining active, may not be challenged by any creditor or debtor against any judicial and administrative authority. ARTICLE 19º. The non-subscription of the settlement agreement between the debtor and its creditors, during the period of suspension of processes designated in the article 6 above, will be causal bankruptcy within the framework of the code of Commerce. CHAPTER VIII SUPERINTENDENCE OF COMPANIES ARTICLE 20. The Superintendency of companies as part of the system of regulating financial (?) Do SIREFI?), is an autonomous entity of public law and of indefinite duration; with legal status, own patrimony and independence of technical, legal, administrative and economic management. The Superintendency of companies with main domicile in the seat of Government, has jurisdiction and national competence, being able to establish offices in other parts of the national territory. ARTICLE 21 °. The President of the Republic shall appoint the Superintendent of companies for a period of six years, from a list of three proposed by two-thirds vote of the members present in the Chamber of senators. The Superintendent of companies is the highest executive authority and invests the legal representation of the Superintendency of companies. The functional and regional mayors shall be appointed by the Superintendent of companies after approval by the General Superintendent of the SIREFI. ARTICLE 22 °. The scope of article 158 of the law of banks and financial institutions are applicable to officials of the Superintendency of companies. ARTICLE 23 °. Functions and powers of the Superintendency of companies: comply and enforce the law, ensuring the correct application of its principles, policies and objectives.
Regulating, control and supervise persons, bodies, companies and activities under its jurisdiction with regard to corporate governance, defence of competition, restructuring and liquidation of companies and the register of Commerce.
Regulate, control and monitor that commercial companies act with transparency in its activities.
Regulate, control and monitor, within the framework of the law, competition and efficiency in the activities of natural and legal persons under their jurisdiction, as well as investigate possible monopolistic, anti-competitive and discriminatory behaviors when you consider that they could be contrary to the public interest.
The records of the Trustees of restructuring and liquidation that are involved in the processes of restructuring and liquidation of companies, as well as apply the requirements, conditions and form of empowerment in accordance with regulation.
Appoint the trustee of restructuring in the processes of restructuring and voluntary liquidation of companies.
Issue, monitor and oversee the implementation of national accounting standards contained in the Manual of accounts of the Superintendency of companies and international accounting standards applicable to natural and legal persons subject to their jurisdiction.
Control and determine the form of presentation, frequency and disclosure of the financial statements and reports of external audit of persons, bodies, companies and activities subject to their jurisdiction.
Monitor, inspect, establish responsibilities and sanctions of written reprimand, fine, cancellation of registration to natural and legal persons under their jurisdiction and competence according to regulation.
Order inspections or audits to people, organizations, companies and activities subject to their jurisdiction.
Meet and resolve resources that are brought to him. 12.Iniciar and continue actions legal in all the instances that consider convenient.
Require the help of the force public when is necessary.
Propose to the power Executive, standards of character technical and decide on the regulations relating to the field of your competition.
Issue resolutions administrative necessary to implement the application and compliance of the law and its regulations.
All other functions and attributions that are conferred to him by law. ARTICLE 24º. Any natural or legal person who will feel aggrieved or injured in their rights and legitimate interests by the resolutions issued by the Superintendency of companies, may make use of resources that crosses the law. ARTICLE 25º. The Superintendent, officials and people hired by the Superintendency of companies, during the exercise of their functions and up to two subsequent calendar years of cesar in their functions or activities, are prohibited under responsibility to information declared confidential and reserved by creditors, the debtor and other persons, institutions, companies and activities subject to their jurisdiction, as well as to publicize privileged information. In addition, the Superintendent and the staff of the Superintendency of companies, may not be directors, Trustees, advisers, managers or executive officers, up to one year to have ceased its functions of those entities and companies regulated, controlled and supervised by the Superintendency of companies.
CHAPTER IX PROVISIONS LATE ARTICLE 26 °. State will take away capital, interests and accessories corresponding to its claims and will accept matching payment plans with terms and conditions approved by the registered creditors which form the meeting of creditors. Amounts of the take away and the terms and conditions of the public debts payment plans, will be the weighted average of the take away and the terms and conditions of payment plans approved by registered creditors in the restructuring plan. The State does not will capitalize on its debts. The methodology of calculation for the take away and payment plans outlined in this article will be established by regulation. For purposes of this law, are referred to as public debts, to emerging entrepreneurs with State obligations, whether these are tax or otherwise. Loans with the mandatory Social insurance (SSO) long-term, whose recovery procedure is stipulated in law No. 1732, as well as those rights and social benefits recognized in favour of workers, will retain the privilege established in subsection 2) of section 1345 of the Civil Code and article 1493 of the commercial code. ARTICLE 27º. The transaction agreements between the debtor and its creditors, should be entered in the corresponding registers as contracts without amount. The transaction agreements between the debtor and its creditors, will pay a rate regulation to the Superintendency of companies equivalent to one per thousand of the total amount of loans registered, in accordance with article 10 above °, up to a maximum equivalent to two hundred thousand units of housing promotion regulation rate. ARTICLE 28º. Amendments to the law on banks and financial institutions. At the end of article 57 of the law N ° 1488, the following shall be added:? Where the financial intermediation institution receives in payment, ordinary or preferred shares of newly issued representative of a debtor company's capital, restructured pursuant to the law of voluntary restructuring, they may not represent more than one-third of the heritage of the restructured company, these actions may be property of the lending financial institution by the deadline established for the payment of the debt in the transaction agreement. If, after this period, the financial intermediation institution continued in possession of shares, must carry out a provision equivalent to 100 per cent of the amount recorded in their books. For purposes of financing, the new emerging credit operations of the transaction agreement, will not be considered as linked credits. The shares received in payment of the transaction agreement pursuant to the law of voluntary restructuring, will be considered as assets of risk for the purposes of the calculation of the credit limits.?
ARTICLE 29 °. This law will be regulated by the Executive power by Supreme Decree, within a period of 30 calendar days from the date of its publication. ARTICLE 30º. He first paragraph of the article 1514 ° of the code of Commerce, is drafted of the following form:? The admission of the bankruptcy procedure produces the suspension of the procedure for trials of heritage content against the debtor, unless the executions that have obligations to family or work, being interrupted the prescription of loscreditos, whose judgments must file at the courthouse who knows the procedure because?.
ARTICLE 31 °. This law shall apply in preference to any other legal provisions in the field of voluntary restructuring and liquidation volunteer. Refer to the Executive Branch, for constitutional purposes. It is given in the Hall of sessions of the Honorable Congress national, twenty-nine days of the month of July of two thousand three years. FDO. Mirtha Quevedo Acalinovic, Guido Añez Moscoso, Enrique Urquidi Hodgkinson, Gonzalo Chirveches Ledezma, Marlene Fernandez del Granado. I therefore enacted it is and meets as a law of the Republic.
Government Palace of the city of La Paz, to the four days of the month of August two thousand three years. FDO. GONZALO Sánchez DE LOZADA, José Guillermo Justiniano Sandoval, Javier Comboni Salinas.