Modifies Various Legal Bodies Relating To Stock Market, Management Of Mutual Funds, Investment Funds, Pension Funds, Insurance Companies And Other Materials Which


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"Article 1-Introducense the following |! |" modifications to the law N ° 18,045 securities market, |! | (publicada en el Diario Oficial de 22 de octubre de 1981: a) items listed: 1.-Add to article 4 ° bis, the following letter |! | (e): "e) institutional investors: banks, |! |" financial societies, insurance companies, entities |! | national reinsurance and administering funds |! | authorized by law. Will also have this character, the |! | entities that point to the Superintendent by a |! | standard of a general nature, provided that they met the |! | (siguientes condiciones copulativas: a) main rotation of entities either the |! | realization of financial investments or assets |! | financial, with third-party funds;
(b) that the volume of transactions, nature of |! | assets or other features, allows qualify |! | of relevant participation in the market. "."
((2) removed in article 8 bis) prayer |! | end: "is excepted from this obligation to the actions of |! |" societies that are in cases which are |! | pursuant to article 89 of this law to determine. "."
(3) replaced in the final paragraph of article 15, |! | the expression "article 64" by the phrase "title V of the |! |" Decree Law N ° 3.538, 1980 ".
(4) replace the N ° 8 of article 40 by the |! | Next: "8) actions will have equal value and will not be able |! |" established series of actions or series privileged. |!| However, series of shares may be established |! | have the sole and exclusive privilege for their |! | holders carry out special operations of |! | specific and certain securities brokerage, with |! | except for stock brokerage operations, a |! | that it is less about transactions in shares of one |! | same society.
The holders of these preference shares for |! | that can perform such operations, must comply |! | with all the requirements to be stockbrokers. |!| The actions of single series or series privileged which are |! | issued shall not be entitled to the option that prescribes the |! | Article 25 of the law N ° 18.046. "."
((5) be added to article 44, the following letter g): g) rules governing the transaction systems of |! | values, with the object that can be determined in |! | some shape and advance if transactions |! | carried out by brokers correspond to |! | operations for its own account or on behalf of third parties. |!| This information will be public. Also be established |! | by bag matching, similar systems |! | concerning operations or transactions which are |! | carried out by brokers on behalf of the administering |! | or for the funds that they manage. The corridor of |! | bag and the respective stored reserve |! | on the origin and the owner of the respective order. "."
(6) replace article 58, with the following: "article 58.-the SVS will apply to the |! |" violators of this law, its complementary rules, |! | the statutes and internal regulations that govern them and |! | resolutions issued in accordance with its powers, |! | sanctions and constraints established in its organic law |! | and administrative established herein |! | law.
When in the exercise of its functions, the |! | officials of the Superintendence take knowledge |! | of facts that might constitute crimes |! | designated in articles 59 and 60 of this Act, except in |! | relation to the ministerial conduct of its |! | subordinates, within 24 hours concerning the |! | Article 85 of the code of criminal procedure, only |! | It will have since the Superintendency has made the |! | corresponding research enabling you to confirm |! | the existence of such facts and circumstances, |! | all without prejudice to penalties which |! | You may apply for these same situations. "."
(7) Introducense the following modifications to the |! | (article 59: i) replaced the letter e), with the following: "e) persons who infringe prohibitions |! |" in articles 52, 53, first subparagraph of the |! | (((artículo 85 y letras a), d), e) and h) of article 162, |! | of this law; "."
((ii) add the following letter f): "f) managers, administrators, and managers of a |! |" issuer of the publicly offered securities, when they proceeded |! | statements maliciously false in the respective |! | issuance of securities of tender writing, in the |! | prospect of registration, background |! | the application for registration, accompanied in the |! | information to be provided to the |! | Superintendence of securities and insurance and banks e |! | Financial institutions where appropriate, or bondholders |! | publicly offered securities or in the news or |! | propaganda reported by them to the market.
If the persons referred to in this letter shall be |! | convicted by judgment rendered to penalties |! | referred to in this article, will suffer as accessory penalty |! | of ineligibility for five to ten years according to thing |! | determined by the Court, to take the positions of |! | director, administrator, Manager or liquidator of a |! | joint-stock company open or any other society or |! | publicly offered securities authority or which are |! | is subject to the control of the |! | Superintendency of banks and financial institutions, |! | or the from pension funds; "."
((iii) add the following letter g): "g) partners, managers and, in general, |! |" any person who because of his position or position in |! | sorting societies, corrupts another |! | person to give a classification not |! | corresponds to the risk of the securities class. "."
(8) amended article 60 in the next |! | (términos: a) replace the final dot (.) in its letter d) by |! | a comma (,) and add the coordinating conjunction "and") and (b) add the following letter e): "e) persons referred to in article 166 |! |" to carry out transactions or operations of values |! | public offering of any kind on the market |! | securities or in private negotiations, for himself or for |! | third parties, directly or indirectly, perpetrating |! | deliberately privileged information.
Persons referred to in this letter, if |! | they were condemned by enforceable judgement, be them |! | Incidentally, it shall apply the penalty of disqualification to |! | the article (se refiere el inciso segundo de la letra f) |! | previous. "."
"(9) replace in article 67, the figure"73"by |! |" 76 ".
(10) Introducense the following modifications to the |! | Article 72: i) replace the second paragraph by the following: "in sorting companies risk the |! |" capital must belong to at least in 60% to the |! | main partners. Refers to main partners |! | for the purposes of this title, persons |! | natural or juridical of the giro that individually are |! | owners of, at least, 5% of the social rights. "."
(ii) Agreganse at the end of article 72, the |! | following subsections: "sorting entities must be satisfied before |! |" the Superintendency and permanently maintain a |! | Heritage equal to or exceeding the equivalent of 5,000 |! | building units.
If the capital and reserves of the sorter is |! | it in fact redujere to an amount less than the minimum, |! | This will be obligated to complete it within the time of |! | 30 days. The breach of this obligation shall constitute |! | causal enough so that the Superintendency applicable to |! | cancel the registration of such sorting in the |! | Registration of entities risk classifiers. "."
(11) replace the subparagraph first of article 73 |! | by the following: ' article 73.-sorting societies of |! | " risk will permanently run a Council of |! | composed of, at least, 3 risk classification |! | Directors, owners or their respective substitutes, the |! | most of which should be main partners, to |! | who will correspond them to adopt agreements of |! | classification of securities referred to in this title. "."
(12) replace the first subparagraph of article 76, |! | by the following: "article 76.-offered securities issuers |! |" public representative of debt securities, they emit |! | must hire, at their cost, continuous classification |! | and unbroken of these securities with at least two |! | different and independent risk classifiers |! | each other. Publicly offered to securities issuers |! | issued shares or shares of investment funds may |! | voluntarily submit to classification such values. "."
(13) be replaced with article 81, the following: "article 81.-when classifying society or |! |" any one of its members, counselors, or administrators is |! | considered a person with interest in an issuer |! | determined, she does not qualify the values of |! | the latter. "."
(14) added the following article 82 bis: "article 82 bis.-revenues earned by the |! |" classification of publicly offered securities service |! | which will make mandatory or voluntary, |! | from a same issuer or group no |! | may exceed 15% of total revenues in a |! | year, of classification, from the start |! | the third year of the registered society |! | sorter. "."
(15) be replaced with article 88, the following:
"Article 88.-Representative of debt securities |! |" shall be classified with regard to the creditworthiness of the |! | emitter, to laprobabilidad of non-payment of capital e |! | interests, the characteristics of the instrument and the |! | information available to their classification, in |! | categories will be called with the letters AAA, AA, |! | A, BBB, BB, B, C, D and E, case of titles of |! | long-term debt, the letters N-1, N-2, N-3, |! | N-4 and N-5, case of debt holdings of short |! | term.
The categories of classification of debt securities |! | long term shall be as follows:-category AAA: corresponds to those instruments |! | that have higher capacity to pay of the |! | principal and interest on the terms and deadlines agreed, |! | which would not be affected by possible changes in the |! | issuer, in the industry to which he belongs or in the |! | economy.
-Category AA: corresponds to those instruments |! | featuring a very high capacity to pay of the |! | principal and interest on the terms and deadlines agreed, |! | which would not be affected in a significant way before |! | possible changes in the issuer, industry to |! | belongs or in the economy.
-Category A: corresponds to those instruments |! | that have a good capacity of principal payment |! | and interest on the terms and deadlines agreed, but this |! | It is likely to deteriorate slightly before possible |! | changes in the issuer, in the industry to which he belongs or |! | in the economy.
-BBB category: corresponds to those instruments |! | have a sufficient capacity to pay of the |! | principal and interest on the terms and deadlines agreed, |! | but this is likely to weaken before possible |! | changes in the issuer, in the industry to which he belongs or |! | in the economy.
-Category BB: corresponds to those instruments |! | that have capacity for the payment of the capital e |! | interests in the terms and deadlines agreed, but this |! | It is variable and susceptible to deteriorate before possible |! | changes in the issuer, in the industry to which he belongs or |! | in the economy, and may incur late in the |! | payment of interests and capital.
-Category B: corresponds to those instruments |! | that has the ability to pay minimum of the |! | principal and interest on the terms and deadlines agreed, |! | but this is very variable and susceptible to deteriorate |! | to possible changes in the issuer, industry to |! | that belongs or in the economy, and may incur in |! | loss of interest and principal.
-Category C: corresponds to those instruments |! | do not have a sufficient payment capacity for |! | the payment of principal and interest under the terms and deadlines |! | agreed, there is high risk of loss of capital e |! | interests.
-Category D: corresponds to those instruments |! | do not have a capacity to pay of the |! | principal and interest on the terms and deadlines agreed, and |! | presenting effective default of |! | interest or principal, or bankruptcy requirement in |! | course.
-Category E: corresponds to those instruments |! | whose issuer does not possess sufficient information or has no |! | representative information for the minimum period |! | required for classification, and in addition there are |! | sufficient guarantees.
The categories of classification of debt securities |! | short term shall be as follows:-level 1 (N-1): corresponds to those instruments |! | that have higher capacity to pay of the |! | principal and interest on the terms and deadlines agreed, |! | which would not be affected by possible changes in the |! | issuer, in the industry to which he belongs or in the |! | economy.
-Level 2 (N-2): corresponds to those instruments |! | that have a good capacity of principal payment |! | and interest on the terms and deadlines agreed, but this |! | It is likely to deteriorate slightly before possible |! | changes in the issuer, in the industry to which he belongs or |! | in the economy.
-Level 3 (N-3): corresponds to those instruments |! | which have sufficient capacity to pay of capital |! | and interest on the terms and deadlines agreed, but this |! | It is likely to weaken to possible changes in |! | the issuer, in the industry to which he belongs or in the |! | economy.
-Level 4 (N-4): corresponds to those instruments |! | whose capacity to pay principal and interest on the |! | terms and agreed deadlines are not eligible for |! | classified in levels N-1, N-2, N-3.
-Level 5 (N-5): corresponds to those instruments |! | whose issuer does not have representative information for the |! | minimum period required for the classification, and Furthermore |! | There are no assurances.
Whenever in this Act or other laws becomes |! | reference to classification of debt or |! | obligations, using categories A, B, C, D or E, |! | means that they correspond, respectively, to |! | the following: A: corresponds to category AAA, AA and N-1;
B: corresponds to categories A and N-2;
C: corresponds to categories BBB and N-3;
D: corresponds to categories BB, B, C, D and N-4, and E: corresponds to categories E and N-5. "."
(16) replace article 90, with the following: "article 90.-societies which voluntarily are |! |" are classifying their titles, may only |! | suspend these processes, after six |! | months from the report by the issuer of such |! | intention to the Superintendent and to the general public, |! | by means of a prominent notice will be published in the |! | journal where publications are made of the |! | society. "."
(17) amending article 91, as follows: i) disposed of in the first subparagraph, the phrase: "to its liquidity in the market" and the comma (,) to the |! | precedes.
"(ii) replaced by subsection first expression |! |" determine the Superintendent"by" determine the |! | " classification procedures. "."
(iii) replace the second paragraph by the following: "Likewise, fees of investment funds is |! |" be classified in first class, second installments |! | class or without sufficient care information to the |! | investment policy of the Fund, the expected loss by |! | failure to pay loans they invest, the qualification |! | technique of administering society and other factors |! | to determine classification procedures. "."
(18) replace article 92, with the following: "article 92.-the SVS or the |! |" Superintendency of banks and financial institutions |! | in the cases of article 94, after consultation among |! | them with the Superintendency of pension fund of |! | Pension funds, shall determine the procedures of |! | classification, through the enactment of a rule of |! | general character. Sorting entities must |! | adjust its specific classification procedures |! | to these general procedures, as well as the |! | instructions that is providing the respective Superintendence |! | to homogenize them.
The Council for the classification of each entity |! | grader must pass, before its application, |! | the procedures, methodologies or criteria of |! | classification and modifications that are les |! | introduce, and must inform the Superintendence |! | respective date and number of the minutes of the sitting |! | appropriate, within two days to the |! | date of its celebration. "."
b) Agreganse the following new titles, to |! | continuation of no. XV: "Title XVI of the issuance of long-term debt securities.
Article 103.-The public offer of securities |! | representative of debt which is superior to a |! | year, can only be made via bonds and subject |! | to the General provisions laid down in the |! | This law and the special ones that are entered in the |! | following items.
However, banks and financial companies |! | operating in the country will not be subject to this |! | limitation and, if authorized to emit |! | bonds in accordance with the rules which govern them, the |! | requirements of this title shall be fulfilled before |! | the Superintendency of banks and institutions |! | Financial.
Article 104-to require the registration of a |! | issuance of bonds, the issuer must be accompanied to the |! | Superintendent exemplary public writing |! | it granted to the representative of future |! | bondholders, who will be appointed by the issuer |! | in the same instrument, notwithstanding that it may be |! | replaced at any time by the general meeting of |! | bondholders. The script will contain all the |! | features and modes of the emission, the |! | appointment of a special administrator of the |! | funds raised and a manager of custody, in |! | his case, and the determination of rights and |! | obligations of the issuer, of the administrator |! | extraordinary, in charge of the custody of the |! | holders of bonds and his representative.
The Superintendency, through the enactment of regulations |! | General, establish mentions |! | mandatory that it should contain the public deed, |! | which shall cover, at least, except the |! | exceptions which this body determines, to standards |! | (relativas a: a) economic and legal information concerning the |! | issuing, by the extraordinary administrator and Manager |! | custody, in his case, and the representative of the |! | bondholders and the determination of their respective |! | remunerations;
(b) the relationship of debt limits in |! | that may incur the issuer and the purpose of the |! | loan and use that this will give resources per |! | He obtained.
In addition, as it is stated in article 112 of |! | This title, investment policy will be established to |! | that the special administrator shall conform |! | with respect to money and values that manage and |! | requirements and conditions of agreement which should |! | put them at the disposal of the ordinary management of the |! | issuer;
(c) description of the issue, including |! | especially the amount of the same series, numbers, |! | coupons and certificates features, terms of |! | placement, interests and readjustments to be paid where appropriate; |! | form and periods of amortization, sweepstakes and |! | bailouts; date and modalities for payments and guarantees |! | He caucionen them in case that had them;
(d) prospective rescue procedures, which |! | can be done only through sweepstakes or other |! | procedures that ensure equitable treatment |! | for all the bondholders;
(e) obligations, limitations and prohibitions |! | In addition to the legal, to which the issuer is subject |! | While existing emission, in defense of the |! | interests of the bondholders, particularly in |! | as regards the establishment of guards in their |! | Please concerning article 111 of the present |! | title; to provide greater information on |! | that period; to the maintenance, replacement or renewal |! | of assets or guarantees; the establishment of faculties |! | complementary control granted to these |! | creditors and their representative and major measures of |! | protection of the equal treatment to holders of |! | bonds;
(f) the identification of qualified experts |! | the special administrator shall consult, |! | where applicable;
(g) procedure of choice, replacement and removal, |! | rights, duties and responsibilities of the representative |! | holders of bonds and standards relating to the |! | operation of the meetings to be held by these |! | (acreedores, y h) the nature of the arbitration to be |! | subject differences that occur during |! | emission, its validity or its extinction, according to |! | It is expressed in the following article. If in writing |! | nothing is said, it means that these differences |! | They shall be known by one or more arbitrators |! | arbitrators.
Notwithstanding the provisions of the preceding paragraph, to the |! | may result in a conflict the plaintiff always |! | subtract his knowledge of the jurisdiction of umpires and |! | subjected to the decision of the courts.
The grantors of the deed of issue may |! | remember the other provisions that are not contrary |! | the provisions of this Act or its regulations |! | complementary.
Article 105-Conflicts that can be |! | submitted to arbitration, as described in the article |! | above, are those that occur among the |! | bondholders or their representative and the issuer or the |! | extraordinary administrator. This arbitration may be |! | caused by any of the latter or by the |! | representative of the bondholders, acting de |! | ex officio or by resolution adopted by the meeting of bondholders |! | bond, regulated by subsection quorum |! | first of article 124 of this title.
Arbitration can also be promoted |! | individually by any bondholders |! | in all those cases in which it can act |! | separately in defence of their rights, in accordance |! | the provisions of this title.
Also, may be subject to the decision of these |! | umpire challenges that one or more holders of |! | bonds is effected with regard to the validity of certain |! | meetings held by these agreements |! | creditors, or differences arising between the |! | bondholders and their representative. In these cases, |! | arbitration may be brought individually by |! | any interested party.
Provisions of this article is without |! | prejudice to the inalienable right of the bondholders of |! | bonds to freely remove at any time to your |! | representative or, with the agreement of the issuer, to the |! | extraordinary administrator or Manager of the |! | custody if any, or to the right of each holder of |! | bonds to practice before the ordinary or arbitral justice the |! | payment of your credit.
He or the arbitrators shall be appointed by common accord |! | by the parties in conflict, and can in no case |! | nominate in writing of issuing one or more |! | people identified as such. Should not occur |! | Agreement, the courts will make the nomination.
The fees of the arbitral tribunal and the coasts |! | due process must be settled by who has promoted |! | arbitration, except in disputes to which it is party |! | the issuer, in which some will be from his post. |!| Without prejudice to the right of those affected to repeat, in |! | his case against the party that was in question |! | sentenced to pay the costs.
Against the resolutions issued by the |! | arbitrators shall not recourse, except the de |! | complaint.
The payment of the fees of the arbitral tribunal and |! | the costs will enjoy preference |! | established for the first class credits, governed |! | for the article 2472 N ° 1 of the Civil Code.
Article 106.-The representative of the bondholders of |! | bonds shall have all the powers and duties that are |! | they require in this law and its complementary norms of |! | which apply you as President and which are |! | granted and impose in writing of emission or |! | the General meetings of bondholders.
The function of this representative of the bondholders of |! | bonds will be paid with exclusive charge to the transmitter, |! | According to modalities to be determined and the amount in the |! | broadcast writing. This compensation will enjoy of the |! | preference set for the first class of |! | credits, governed by article 2472 N ° 1 of the code |! | Civil. the representative shall act exclusively in the |! | best interest of their constituents and respond to de |! | slight fault for the performance of their duties. Without |! | prejudice to the administrative responsibility and criminal |! | that could be attributable.
When the representative acts, judicial or |! | extrajudicially, in fulfilment of the mandate and |! | faculties that forks Board painting you's |! | bonds, not required to certify this circumstance before |! | third bragging right the sufficiency of its |! | performance with respect to them, without prejudice to the right |! | of their members to make effective the |! | impeachment if it exceeded to their |! | powers.
Article 107-to the representative of the bondholders of |! | bonds you shall be responsible for the exercise of all the |! | proceedings that are incumbent upon the defense of the |! | common interest of their clients, in particular, in the |! | situations described in the fourth and fifth paragraphs of the |! | Article 120 of this title, being vested for |! | of all the ordinary powers says the |! | Article 7 of the code of Civil procedure and the |! | Special to that granted the Board of forks of |! | bonds.
If the proceedings of the representative not |! | It required the prior agreement of a meeting of holders |! | bond or in broadcast writing consignare a |! | different, standard means, for all purposes |! | legal, judicial mandate includes the faculties |! | of both paragraphs of article 7 above.
The representative indicated in this article, shall |! | also legally Act in defence of the interest |! | individual of one or more of the bondholders, |! | When they so request be in writing, if is |! | It produced one of the situations described in the |! | third paragraph of the aforementioned article 120. In this |! | event, the representative will be legally vested in |! | the ordinary powers of the judicial mandate already |! | concerned, and the specials that confer him |! | expressly its constituents.
Claims and other legal formalities than |! | enter into or in which participate the representative in interest |! | Group of bondholders, including the |! | requests and actions that can be carried out on the occasion |! | the bankruptcy of the issuer or legal agreements or |! | extrajudicial related this or its eventual |! | occurrence, shall express the majority will of |! | their clients but do not need to prove this |! | circumstances, pursuant to article |! | precedent.
In all court proceedings and |! | extrajudicial referred to in the previous paragraph, are |! | will be considered full-fledged representative acting |! | by a single person, whether as a plaintiff, part or |! | interested party, whose rights and obligations expressed the |! | set of which correspond to their constituents, |! | sufficing to express the corresponding instruments |! | the quality in which it participates, without that it should identify |! | its constituents. Notwithstanding the foregoing, to the |! | quorum of Constitution and agreements of any kind |! | meeting in question, it shall be deemed that such |! | Representative has the same number of votes or the |! | percentage which corresponds to each of the |! | bondholders of the issue that represents. This |! | It must be certified by a notary public, in view of the |! | Registration of titles of bondholders, if it exists, |! | or the securities or certificates of deposit of the |! | same.
This article is always without |! | prejudice to the actions that the bondholders |! | they can exercise individually, as described in the |! | Article 120 of this title.
Article 108.-The representative of the bondholders of |! | bonds may require the issuer or its auditors |! | external, reports that are necessary for a |! | adequate protection of the interests of its |! | represented, be entitled to be informed fully and |! | documents and at any time, by the Manager or |! | where do your times, everything related with the |! | March of the company. This right must be exercised |! | in order not to affect the social management. In addition, the |! | representative may attend without the right to vote to the |! | meetings of shareholders of the issuer, if that is a |! | Société par actions. Representative shall keep strict reservation of |! | the inside information of the issuer that had taken |! | knowledge in accordance with stated in subsection |! | without prejudice to the full exercise of the |! | powers has for the fulfillment of its |! | functions.
Article 109.-in addition to the above in the |! | preceding articles, the representative of the bondholders |! | (de bonos deberá: a) verifying compliance by the issuer, |! | the terms, clauses and obligations of the contract |! | emission, according to the information that this le |! | provide;
b) reporting to the holders, in the |! | form and frequency determined by the Superintendency |! | by means of a general rule;
(c) verify, periodically, the use of funds |! | declared by the sender in the form and according to the |! | applications set out in the contract of issue.
d) ensure equitable and timely payment all |! | the bondholders, of the corresponding |! | interests, amortizations and readjustment of bonds |! | sorted, or expired. The representative may not refuse |! | paid directly to their represented obligations |! | referred to in this letter, according to custom that you |! | I make the issuer after providing you enough of |! | funds to every payment opportunity. This function |! | additional must be paid by the issuer in the |! | terms that set the script.
The representative must always make payments |! | through a bank or financial institution to |! | less that have any of these qualities, |! | eventuality in which you can pay directly.
(e) agree with the issuer specific reforms to the |! | contract of issue that has authorized it the Board |! | of bondholders, in matters of competition of |! | (ésta, y f) exercise such other functions and duties as |! | set the broadcast contract.
Representatives of the bondholders are |! | always removable and revocable mandates, without |! | expression of cause, by the will of the shareholders |! | These investors. May only waive to your |! | charges before a meeting of bondholders.
The same Board who knows the removal and |! | renewal of the acceptance of the resignation shall |! | Choose the replacement, who can play his position |! | Since that expresses its conformity with this function. No |! | It will be necessary to modify the writing of emission for |! | to record this Exchange, but it should be |! | reported to the registration of securities and the issuer, to the day |! | following business have been carried out.
Article 110.-The issuer must deliver to the |! | representative of bondholders information |! | public to provide to the responsible Superintendent |! | their control, in the same way and opportunity with |! | delivered to this.
The issuer must also inform the representative, |! | as soon as the event occurs or comes to your |! | knowledge of all circumstances involving the |! | breach of the conditions of the contract of |! | emission.
Article 111-In broadcast writing may |! | agreed that, without the express approval of the |! | representative of the bondholders, not issuing |! | It may adopt the agreements or negotiations |! | that you purposefully indicated in that instrument.
For the purposes of this article, members, |! | assemblies or meetings of shareholders may delegate in their |! | respective partners administrators, managers or |! | directories, the necessary powers for that they on |! | name stipulate limitations to materials which are |! | within its competence.
Without prejudice to the provisions of subsection |! | precedent, in open, if corporations |! | any powers to be delegated from any |! | way imply a limitation on the obligation or legal |! | statutory minimum dividends |! | mandatory.
Agreements delegation of joints or assemblies |! | ordinary or extraordinary shall be prior, detailed and |! | specific, should be taken as a vote with |! | least a majority of the issued shares |! | with the right to vote and in any case, with the greater quorum |! | laws or statutes are contained in |! | relationship with the respective materials. This delegation |! | It shall remain in force only until the next meeting or |! | general Assembly of shareholders or partners.
The directory, partners or Board of Directors, |! | they require according to vote the least most |! | absolute of its members, to remember |! | limiting agreements concerning this |! | Article and these will be by not agreed or not |! | written if they are not recorded apart from the registration of |! | the establishment of the station, an indicative reference |! | writing that gives evidence of its existence, |! | within 60 days following the date of its |! | grant.
Violation of prohibitions agreed on the |! | agreements will provide the absolute nullity of the acts or |! | contracts which were banned, case of |! | division, merger or transformation of society; |! | formation of subsidiaries; Amendment of the corporate purpose; |! | alienation of the total of assets and liabilities or |! | essential assets; the modification of the period of |! | duration of the company, when there is one and the |! | early dissolution of the society. The foregoing not |! | without prejudice to issuers that administrators |! | They concurring to the agreements or the implementation of acts |! | banned respond jointly and severally damages for injury to |! | the affected bondholders.
Article 112.-in the case that the purpose of the |! | issue of bonds is the finance new projects |! | investment of the issuer, in excess of 40% of the |! | total value of your existing individual asset before |! | the emission and that require implementation in stages |! | successive captured resources, during a period |! | more than a year, will be additionally in the |! | writing issue an extraordinary administrator of |! | These resources and a manager of the custody of the |! | same.
Extraordinary Administrator said, whose |! | compensation will be in charge of the transmitter you will receive, by |! | account of this, the money obtained from the placement of |! | the bonds and must put it timely and periodically to |! | available to the Administration, to the extent |! | that it meets the requirements of progress of works, |! | own capital contributions or other technical requirements or |! | financial set forth in the issuance agreement.
When compliance with the requirements to be |! | concerns the preceding paragraph requires a checksum |! | technical, this will be certified by the experts |! | qualified designated in writing of emission or |! | his replacement, who must be elected |! | independent of the issuer and paid by the latter and which |! | opinion will be required for administrator |! | extraordinary.
The designation of the special administrator, de |! | responsible for the custody of the property that this |! | manage and qualified experts, can only be |! | modified or replaced by amending agreement of the |! | writing of issue between the issuer and the |! | representative of the bondholders, who, to the |! | effect must be expressed as will thing |! | least an absolute majority of the votes corresponding |! | holders of bonds in circulation of the emission |! | corresponding, assistants to the respective Board, |! | excluding those who were individuals connected |! | with the issuer. It is presumed that the votes were excluded |! | of people related to the issuer, if any holder of |! | bonds reclamare it with the Superintendency, within |! | in the three days following the realization of the |! | Board.
If there is no agreement regarding the person of |! | new administrators, responsible for the custody or |! | experts to designate, designation shall be |! | respective by the arbitrator or arbitrators referred |! | articles 104 and 105 of this Act and in such case |! | suffice that amendment writing is granted by |! | the judge or judges or persons whom they |! | They facultaren to the effect. In any case, the designation of |! | extraordinary administrators made by arbitrators |! | You can only fall on banks whose solvency used |! | for the classification of the securities issued during |! | the last twelve months have been A or B.
The special administrator shall suspend the |! | expenditures that should make the administration of the |! | issuer, every time that this had not complied faithfully and |! | timely manner with certain conditions to this |! | effect and to meanwhile is not corrected difficulties |! | that have motivated the breach, according to the |! | modalities and within the deadlines set in the |! | broadcast writing.
If ultimately not appropriate to continue with the |! | delivery of resources to the management of the issuer, of |! | According to the terms of the contract, must be |! | entirely restored, the part still not reversed, |! | holders of bonds, plus interest and |! | readjustments which correspond, prior to the exchange of securities.
The bond issue will also provide |! | voluntarily in the corresponding script, the |! | formation of a special guarantee fund in favour of |! | bondholders of the emission. For this purpose, the |! | Fund will be invested in property and the way that was |! | indicated in the following article, leaving all of them |! | pertaining to the legal article regulated by article |! | 114 of this title.
In any case, in all Scripture bond |! | whose purpose is other than the regulated in the |! | preceding subparagraphs, may be established voluntarily |! | the existence of an extraordinary administrator of the |! | resources, whose rights and obligations which will be be |! | required in the same instrument and, in subsidy, the |! | indicated in this title.
Article 113.-The extraordinary administrator |! | It will invest the resources they receive, according to thing |! | established in article 112, following the |! | instructions transmitter provided you as a the |! | investment of these resources, established policy |! | in the broadcast contract. This policy can only |! | consider investing in financial instruments of |! | fixed-income securities, classified in risk category "A" by |! | two private or issued or guaranteed sorters |! | by the State to total extinction and whose |! | maturity may not exceed the program and opportunities |! | disbursement of these resources for management |! | ordinary of the issuer or the return to this of the |! | constitutive property of the special guarantee fund, |! | This where appropriate.
Interests, profits and capital gains |! | accrued investments, will belong to the bondholders |! | bond when the requirements are not met of |! | disbursement or when the warranty becomes effective |! | Special. In any case, the perceived benefits not |! | they may exceed the stipulated in the original broadcast.
Article 114-The values that the administrator |! | extraordinary resources to administer, invest |! | they must be kept on deposit in the entities |! | private deposit and custody of securities to be |! | covered by the Act No. 18,876, in accordance to their |! | provisions, in banks or finance companies, |! | According to the provisions of the decree with force of |! | Law N ° 252, 1960.
All the money or issuer of goods delivered to the |! | management of the special administrator, in |! | compliance with the provisions in articles 112 and 113 |! | This title and investment, with more their readjustments, |! | yields and increases of any nature, are |! | They shall be legally constituted in garment warranty |! | compliance with the obligations referred to in |! | These provisions in favour of all those who are |! | bondholders of the corresponding emission to the |! | date of becoming enforceable obligations.
Money or goods and its updates and |! | Returns referred to in the preceding paragraph, no |! | They recognize any warranty the there established and |! | any other bond that had been or are |! | He pretended to be on them void of |! | full-fledged. At the same time, all goods including |! | the legal pledge may only be seized on judgements |! | by secured creditors, as soon as |! | engaged in activities protected by the guarantee.
Will not be, at this event, necessary to identify a |! | creditors, sufficing to express, in the accounts |! | special registration and posting the name and |! | surname of the extraordinary administrator, of the |! | representative of the bondholders and the number of |! | registration of values relevant to the |! | respective broadcast, so that ignites it legal is |! | established without further procedure with respect to the debtor, of the |! | creditors of the company of custody with third parties.
When the obligations were enforceable |! | caucionadas by legal items, administrator |! | extraordinary delivered to the representative of the |! | bondholders the certificates of deposit |! | corresponding values in warranty, duly |! | endorsed, whatever form that were |! | extended, constituting sufficient endorsement |! | transfer even though the credits or titles of |! | credits were personal. Equal delivery must |! | make money that had not yet invested.
Satisfying the requirements listed in the |! | preceding subparagraphs, the bondholders, may be |! | payment of the full amount of their credits, resets, |! | interest and costs of collection, with preference to |! | any other obligation, including derivatives of |! | appropriations for first class referred to in the |! | 2472 article of the Civil Code and of any other to the |! | that special laws granting him special preference, |! | except only the privileges |! | laid down in articles 105 and 106 of this title |! | for the payment of the arbitration costs and compensation |! | the representative of the bondholders.
In the implementation of the guaranteed obligations with |! | values affected by this special garment, applies |! | with respect to the bondholders, the provisions in |! | favour of the banks by article 6 of law No. |! | 4287, 1928. In the event of failure of the issuer, money |! | and pledged securities are excluded from the mass of |! | assets of the failed and these creditors will be paid without |! | wait for the results of bankruptcy and be |! | necessary to carry out any of the reserves that prevents |! | the law 18.175, especially in its article 149. The |! | representative of the bondholders may, without further |! | proceedings, exercise of preparation procedures of the |! | turn referred in the previous paragraph and pay to its |! | represented in the corresponding proportion.
Equal rights to those laid down in the |! | preceding subparagraphs shall enjoy the bondholders |! | that court acting individually, when |! | This is coming.
The preference established in this provision and its |! | Special arrangements can only be repealed |! | expressly by another legal standard.
Article 115-May only be representatives of the |! | bondholders and outstanding administrators, |! | banks, financial companies and other |! | people who authorize the Superintendent by means of |! | a general rule. They must prove and |! | maintain a minimum equity |! | equivalent to 5,000 units of promotion.
The functions of the managers extraordinary |! | and the representatives of the bondholders |! | are delegated without worth no stipulation in |! | contrary to suppress them, limit them or modify them.
However, may confer special powers to |! | third party for the purposes and powers as expressly |! | determine.
If a representative of bondholders or a |! | extraordinary administrator will meet one or |! | most of the requirements that this law or its regulations |! | complementary impose them, the SVS may |! | restrict or suspend their activities.
Article 116.-Representatives of bondholders |! | bond, extraordinary administrators, the |! | responsible for the custody and the experts referred |! | This law will be subject to the supervision of the |! | SVS according to faculties than you |! | gives its basic law and those indicated in the present |! | legal body.
Persons referred to in this article, not |! | they may be people related to the issuer. Yes during |! | the performance of their duties arises any |! | inability for this reason, refrain from further |! | acting, waiving the fee and, in addition, shall |! | inform these circumstances as a fact essential to the |! | Superintendency that monitor them, the representative of |! | the bondholders, in his case, and referred in the |! | soon as possible a meeting of bondholders, when the |! | inability to affect the latter or the administrator |! | extraordinary. Must also inform the |! | character when they are in any of the |! | circumstances referred to in article 82, with |! | except for the letter g).
For the purposes of this article and, |! | in general, whenever any of the |! | provisions of this title refers to |! | people with interest or relationship to another, it means |! | by them to the classified as such in the |! | provisions of title XV of this same |! | legal body.
Article 117-The extraordinary administrator, the |! | qualified experts and policymakers from custody to |! | that referred to in the previous article, they will respond of the |! | fault light by the proper exercise of its functions |! | with respect to the issuer, its partners or members, of the |! | holders of bonds and interested third parties.
Article 118.-The subscription or the acquisition of bonds |! | means for the Subscriber or transferee, the acceptance and |! | ratification of all stipulations, rules and |! | conditions set forth in the deed of issue and |! | the agreements that are legally adopted at meetings |! | of bondholders.
Article 119-Bonds may be made with |! | or without warranty, and can be used in the first case |! | any general or special warranties |! | established by the law.
If the surety consisted of garment, the delivery of |! | the engaged thing, when required for the |! | Constitution of the warranty, will be the representative of |! | the bondholders or who designated by him.
In the writings and inscriptions of mortgages or |! | items will not be necessary to identify to the |! | creditors, sufficing to express the name of the |! | appointed representative of the bondholders in the |! | writing of emission and the indication of the date and |! | notary before whom this was granted, chalking up to the |! | Apart from inscriptions that replacements are |! | They shall be carried out.
Summonses and notifications that according to the |! | law should be performed with regard to creditors |! | mortgage or pledge, are understood to be fulfilled to the |! | be the representative of the bondholders. A |!| such representative shall also accept the |! | modifications or substitutions of warranties |! | incorporated or indulge in your hoist, previous |! | compliance with the rules laid down in this title.
Article 120-The issuer must pay faithful e |! | entirely to all sums bondholders |! | that owe it by concept of amortization of |! | capital, readjustments and interests, ordinary and criminal, in |! | the form, term and conditions laid down in the |! | contract of issue.
Bonds by sweepstakes, rescue or expiration |! | the term of maturity and coupons also |! | defeated, they will have executive merit against the issuer. |!| In case of drawn bonds, they must appear in the |! | corresponding Act.
Non-compliance by the issuer of any of |! | the obligations imposed in paragraphs |! | precedents, any holder of voucher will entitle |! | affected to claim the recovery of outstanding debts |! | in its favour, without requiring this agreement |! | before other creditors of the emission.
The filing of claims that pursue the |! | enforceability and advance payment of one or more bonds of |! | a broadcast, either by arrears in the payment of any of |! | them, for breach of other obligations |! | in the safeguards established in the |! | writing broadcast or for any other cause, only |! | It may be decided by the meeting of bondholders with |! | the quorum referred to in subparagraph first of the |! | Article 124 of this title. Equal agreement |! | prior will require the filing of claims for |! | who is judicially declare the resolution of the |! | contract of issue, with compensation for damages; the |! | request for declaration of bankruptcy of the issuer, the |! | presentation of propositions of conventions |! | judicial or extrajudicial preventive of this debtor |! | with their creditors and their participation therein, |! | regardless of who proposes them, and, in general, |! | any other requests or judicial action that |! | engage the collective interest of the holders of |! | bonds of an issue.
In the situations referred to in subparagraph |! | preceding the relevant claims must stand |! | by the representative of the bondholders and the |! | title Executive, in its case, must be supplemented |! | for a copy of the minutes of the respective, reduced |! | public deed by such representative.
Article 121-A corporation issuing of bonds |! | may be granted to bondholders collective choice for |! | Exchange them for ordinary or privileged shares of the |! | society itself, according to conditions |! | established in the agreement of emission and the |! | legal provisions in force.
Article 122-Meetings of bondholders shall be |! | convened by the representative of the bondholders.
(El representante deberá convocar a una junta: 1) when this is justified by the interest of the |! | forks, in the sole judgement of the representative;
(2) when so requested by the issuer;
3) when holders who meet, so request a |! | not less than 20% of the nominal value of the bonds in |! | the respective emission circulation;
(4) when required by the Superintendency |! | respective, with respect to subject broadcasters to its |! | control, without prejudice to the right to convene it |! | directly at any time.
The respective Superintendence shall the |! | citation if the representative does not make it in any |! | of the cases referred to in the preceding paragraph, in view |! | the application signed by the issuer or the holders, |! | According to the case.
All quotations made by the |! | Superintendence shall be charged to the issuer.
Article 123-The Board will be convened by means of a |! | prominent notice published at least three times in |! | different days in the newspaper of national circulation than |! | is determined for this purpose in the deed of issue, |! | publication that must take place within the twenty |! | days prior to the designated for the meeting and the first |! | notice not able to publish less than fifteen days of |! | advance to the Board.
In case of suspension or disappearance of the |! | the designated newspaper circulation, publications are |! | They shall be in the official journal.
Article 124-Joints shall be first |! | summons, except that the law may provide for majorities |! | superiors, with bondholders who meet to thing |! | least an absolute majority of the votes of the bonds of |! | the corresponding and second citation issuance, with |! | those attending. Agreements shall be taken, in each |! | meeting, by an absolute majority of the votes of the |! | Assistant corresponding issuing bonds.
The second citation notices may only |! | publish once the Board had failed to |! | in the first citation and in any case, be made shall |! | be cited to be held within 45 days |! | following the date set for the Board not carried out.
It shall be a vote by the greatest common divisor |! | the value of each bond issue.
Article 125.-The extraordinary meetings of |! | bondholders may empower the representative of |! | the bondholders to agree with the issuer the |! | reforms to the issue that agreement specifically le |! | authorised, with the agreement of 2/3 of the votes |! | belonging to issuing bonds |! | applicable, except for different quorum established in |! | the law or later stated in the deed of issue.
In the formation of all agreements to be |! | terms of this provision and the articles 105, 112 and 120 |! | of this title, shall not be considered for the purposes of the |! | quorum and majorities required in joints, the |! | bonds belonging to bondholders that were people |! | related to the issuer.
In any case, any reform may not agree to |! | writing of emission without the unanimous acceptance of the |! | bondholders of the emission corresponding Yes |! | These relate to changes to rates of |! | interest or readjustments and their opportunities for payment; to the |! | amount and expiration of the amortization of the debt and |! | guarantees referred to in the original broadcast.
Legally adopted agreements are binding |! | for all the bondholders of the emission |! | corresponding.
Article 126.-May participate in meetings of |! | holders of bonds, bondholders |! | nominee, to order or to the bearer which are |! | entered in the special registers of the issuer, to thing |! | less with 5 business days in advance to the day that |! | She should be held.
It will replace the direct registration of tenure of |! | bonds, the circumstance of displayed certificates of |! | custody of these securities registered with the above-mentioned |! | anticipation.
Article 127-The bondholders may be |! | represented on the boards by Presidents, using |! | contract.
May not be the directors, employees agents |! | or consultants of the issuer.
In the relevant to the qualification of powers is |! | apply, in what not oppose rules |! | set out in this title, the provisions |! | qualification of powers in holding together |! | shareholders in the corporations General |! | Open, established by law 18.046 and its regulations.
Article 128-of the discussions and agreements of |! | the Board will be testimony in a special book of |! | records that the representative of the bondholders will take de |! | bonds.
The minutes shall be approved since signed |! | by the representative of the bondholders, which |! | You must do more within 3 days |! | following the date of the meeting. In the absence of such a |! | signature, for any cause, the minutes must be signed |! | by, at least, 3-appointed bondholders |! | for this purpose, and if this is not possible, the Act should be |! | approved by the meeting of bondholders that are |! | celebrate the Assembly after it is is |! | concerns.
The agreements to which they refer only may |! | take effect from the date of its signature.
Article 129-When the issuer had |! | different bond issues, the bondholders |! | corresponding to each of them, shall constitute |! | together separate and independent.
Article 130-The issuer not available their |! | own bonds, notwithstanding that friends of |! | According to the contract issue or |! | granting a voluntary rescue option of |! | identical conditions to all holders of the same |! | emission.
The bond that the issuer has in portfolio by not |! | having placed or by having them rescued, not be |! | be considered as such for any legal matter. Title XVII of the issuance of short-term debt securities
Article 131-The public offer of securities |! | representative whose term is less debt to a |! | year, can only be made through the issuance of |! | promissory notes or other securities of credit or investment, with |! | subject to the provisions of this law and the |! | requirements established by Superintendence |! | the enactment of provisions of a general nature that |! | (contendrán, a lo menos, normas relativas a: a) economic, financial, and legal information, |! | updated of the issuer;
(b) the issuer persons empowered to issue and |! | record these values;
(c) amount of the emission, modalities and |! | the same characteristics; Resets and interest to |! | pay; deadlines for placing and maturity; |! | You secured, if any, and its form of Constitution, |! | substitution or replacement where appropriate;
(d) place and date of payment of the capital, resets e |! | interests, if necessary;
e) mentions that must contain the titles to |! | issue;
(f) additional information obligations, |! | limitations and prohibitions to which the issuer is subject |! | While existing emission; faculties of |! | control and protection treatment |! | equal to that will be the holders of the notes or |! | titles of credit or investment, and older |! | information to provide in that period;
(g) the nature of the arbitration to be |! | subject differences that occur during |! | emission, its validity or its extinction. If nothing |! | It says, means that these differences should be |! | be known by one or more arbitrators arbitrators. No |! | However, a conflict occurs the |! | applicant can always subtract their knowledge of the |! | competence of referees and to submit to the decision of the |! | (justicia ordinaria, y h) rights, duties and responsibilities of the |! | holders of ious or credits or |! | investment.
Banks and financial companies that operate |! | the country will not be subject to this title and, if |! | they were authorized to issue notes or other |! | titles of credit or investment, will make it in conformity |! | the rules that govern them.
Promissory notes, credit or investment securities is |! | issued in accordance with the provisions of this |! | Title, there may be extended or renewed.
TITLE XVIII of the societies article 132-the securitization companies concerning this |! | title, it will be how anonymous special and its |! | object containers will be the acquisition of credits to |! | that referred to in article 135, and the issuing of bonds |! | debt, short-term or long-term. Each broadcast will originate |! | the formation of wealth separate from heritage |! | common radio station.
These companies must include in its name the |! | expression "issuer" and are subject to standards |! | laid down in articles 126 et seq. of the law |! | N ° 18.046 and, prior to the authorization of its |! | existence, must check with the Superintendency |! | capital paid in cash no less to the |! | equivalent to ten thousand units of promotion. During his |! | entry into force, the Commons may not be less to the |! | indicated above, or may, 50% of this |! | minimum legal, be fond of encumbrances, prohibitions or |! | embargoes.
The Superintendent, through standard of character |! | general, will determine the different money assets, |! | loans and other debt securities that offer |! | public, in that you can invest that heritage, and |! | establish the ratio of indebtedness to |! | You can have the common heritage, which, in any case, |! | You can not establish a relationship less than 10 or |! | more than 15 times its paid-in capital.
Article 133.-These societies are subject to |! |! | the control of the Superintendent, shall be governed by |! | the rules of this title and by the provisions |! | applicable to open corporations.
Article 134-These societies must sign in |! | the record of titles of debt they |! | issue.
The issuance of short-term title will be low the |! | form and provisions of Title XVI of this law.
They shall not apply to these societies thing |! | arranged in the subparagraph first of article 79 of the law |! | N ° 18.046, corresponding to the ordinary general meeting of |! | shareholders resolve on the matter regulated in such |! | precept.
Article 135.-for the fulfilment of its object |! | social, the company may acquire mortgage and |! | mutual mortgage approved by decree with |! | force of law No. 251 of 1931; and also mutual |! | mortgage are authorized by decree-law |! | No. 3,500 of 1980, and by decree with force of law N ° |! | 252, 1960. The Superintendent, through rules of |! | character general, may determine other titles of |! | susceptible of being acquired by these credit |! | societies. In any case, titles should include |! | in writing and be transferable character.
For the purposes of this law means that the |! | titles are of the nature of transferable, even |! | If there were between those goods, personal credits, |! | in which case your purchase, transfer, or |! | Constitution guarantee may be made by endorsement |! | then placed on the sidelines or on the reverse side of the |! | document that constaren, any is form |! | that would have spread originally applying |! | in what were compatible, the rules of paragraph 2 |! | Title I of the Act 18.092 on changes lyrics and |! | Promissory notes.
Article 136-Securitization companies may |! | have in their assets separated up to 50% of |! | assets that have been produced or sold by a |! | same bank or financial company. This limit is |! | It will reduce to 15 percent for each separate heritage, when |! | the Bank or respective financial company is person |! | relating to the issuer company. The same |! | restrictions apply to the administering of |! | loans securitized investment funds to be |! | covered by the Act No. 18.815, with respect to the investment of |! | each fund managed.
The Central Bank of Chile established the |! | conditions for the sale and purchase of portfolios of |! | banks or finance companies to societies |! | securitization or credit investment funds |! | securitized. It will be up to the Superintendency of |! | Banks and financial institutions control of the |! | compliance with these standards.
Article 137-Awarded the contract of issue of |! | titles of debt with formation of separate heritage, |! | they will integrate full assets and liabilities, |! | the assets and obligations to be determined in saying |! | contract. Since that date, the society may not encumber |! | or dispose of the goods that conform it.
Only the entire obligation shall be fulfilled |! | of the assets of the separate heritage society, |! | When it is added to the registration certificate that |! | the effect should grant the representative of the bondholders |! | debt, indicating that the goods |! | they make up the asset are duly provided |! | and in custody, free from encumbrances, prohibitions or |! | embargoes and, where appropriate, which have been the |! | additional contributions agreed.
Once added the certificate concerning |! | the previous paragraph, will correspond to the society collect and |! | receive payment for the debt securities that have |! | issued, integrating the common heritage.
If the certificate has not been added, |! | It will be up to the representative of the bondholders of |! | debt charge and receive such payment, |! | directly if this is a bank or institution |! | financial or through any of these institutions |! | If it does not have such character, entering these resources to the |! | respective separate heritage.
The money collected by the collection of titles of |! | debt made by the representative of the bondholders of |! | the same must be applied first to payment of |! | loans that have generated the Constitution of |! | liens or guarantees against cancellation and |! | They hoist. Also, when appropriate, that |! | money will be applied to the payment of the additional contributions |! | agreed in writing. Fulfilled, and |! | added the certificate concerning the registration |! | relevant, the remnant debt titles |! | issued will be paid to the company, entering to the |! | common heritage.
If within 60 days counted from the beginning of |! | placement of the issue, the representative of the |! | security holders not painting the certificate by |! | be the assets of the separate estate affections |! | with taxes, bans or embargoes or by not being |! | These duly provided or by not having granted |! | the agreed additional contributions, this heritage |! | It shall enter into liquidation to apply in their regard, the |! | rules on liquidation of separate heritages, except |! | that the Superintendent will extend this period up to by |! | 60 days.
Article 138.-The general creditors of the |! | society, whatever the origin or quality of their |! | credits, not to make them effective in goods |! | make up the assets of the separate assets or |! | constituted by the debtor or affect them with grvamenes, |! | prohibitions, precautionary measures or embargoes, sinus |! | only when have passed to integrate the common heritage |! | in cases that are allowed in this title.
On assets that integrate a heritage |! | separately, only can pursued payment from the |! | obligations arising from debt titles |! | issued with charge to the same, without prejudice of thing |! | established in the fourth subparagraph of this article.
The general pledge of holders right of |! | debt securities issued by corporations, reduces |! | exclusively to the assets of the respective patrimony |! | separately, without prejudice to the actual securities or |! | personal, granted by third parties or that imposed the |! | the company's common equity.
Creditors of the separate assets are |! | comprised exclusively of securityholders |! | debt comprising the respective emission and its |! | appropriate, by the custodian of the values of the heritage, the |! | representative of the securityholders and |! | Administrator of heritage assets, by the |! | compensation is owed them.
Notwithstanding the provisions in the preceding subparagraphs, |! | in the deed of issue may be authorized to the |! | creditors of heritage so they can separate |! | charge, in any circumstance, the unpaid balance of |! | his credits on the Commons, concurring with |! | other general creditors. In such an event, and if |! | declare the bankruptcy of the company, the creditors |! | of the separate assets are also considered valistas |! | in this common heritage, if they had not paid their |! | claims with separate heritage and whenever their |! | n loans had been guaranteed especially |! | through agreements or specific securities by the company.
Article 139-The society shall keep a register |! | Special for each separate heritage that constitutes, and |! | leave record of debt titles |! | issue.
The accounting of the common heritage and the |! | accounts of each of the separate heritages |! | to administer the society, will be held at shape |! | independent.
Article 140.-with the approval of the representative |! | holders of debt securities, the society may |! | Remove goods that make up the assets of heritage |! | separate to take them to their common heritage, in the |! | form that is established in the respective contracts of |! | issuance, if there are assets that exceed |! | the margins laid down in the contract.
If the representative of securityholders of |! | debt does not give its approval, the issuer may call |! | the arbitral tribunal in accordance with the contract of |! | emission.
The representative of the holders of debt may not |! | refuse removal of the respective separate heritage, |! | of the money needed to pay taxes or |! | tax penalties that have their origin in the |! | results from the said management |! | separate heritage or that affect the assets or |! | debt holdings of the separate heritage.
Article 141.-These societies may administer |! | directly members of the heritage assets |! | separate holding or order this management a Bank, |! | financial, administering mutual society |! | mortgage endorsable that is article 21 bis |! | the Decree Law 251 of 1931, or others |! | entities authorized by the Superintendency.
The titles of credit and values that integrate the |! | asset of the separate heritages should be |! | delivered in custody banks, finance companies, |! | deposit and custody of securities or other companies |! | entities expressly authorized by law.
Article 142.-The cost of administration and custody |! | of the separate heritages, the remuneration of the |! | representative of holders of debt securities and the |! | other expenses that are specifically indicated |! | in the deed of issue, will be in charge of such |! | wealth, must contain the maximum amounts to |! | charge in the respective deed. The above is without |! | prejudice to the separate heritages debal put to |! | available to the common heritage of society the |! | resources to solve loads |! | tax referred to in the final paragraph of the |! | Article 140.
Article 143-The contract of issue must |! | custody of the documents of title (contener normas especiales sobre: a) of the |! | investments of the separate heritages;
(b) the management of surplus to be |! | regarding article 140;
(c) the anticipated rescue of the debt securities of |! | the issuance or replacement of goods forming the |! | asset of the separate heritage, in case the |! | credits that comprise it were paid advance |! | voluntarily by the debtor, or because the creditor |! | required it, legal or contractual reasons that |! | authorize;
(d) forms and systems of society |! | (con los tenedores de títulos, y e) the option of the creditor to collect the eventual balance |! | non-payment of your credit, in the common heritage of the issuer.
Article 144.-corresponds to the Superintendency |! | regular rules of general application, materials |! | (relativas a: a) fit terms, currencies, indices, systems of |! | amortization and relationship that must exist between the |! | debt securities issued and attached property to the |! | respective separate heritage;
(b) the minimum elements that must contain the |! | management contracts of goods that conform |! | the assets of the separate heritages;
(c) the standards to which the accounting must be secured |! | society and every one of the heritages |! | (separados, y d) reporting obligations that will have the |! | representative of holders of debt securities and the |! | issuer, investor, public in |! | General and the Superintendent.
Article 145-Once paid the debt securities |! | issued against a separate property, goods and |! | obligations that integrate assets and liabilities |! | remnants, become the common heritage of society.
Article 146-The bankruptcy of society only |! | It will affect their common heritage and not to originate the bankruptcy |! | of the separate patrimonies which has been.
A separate heritage may not be claimed in |! | bankruptcy under any circumstances, but that will only come in |! | liquidation when concur with respect to it any of the |! | grounds that they would have given rise to the bankruptcy.
The bankruptcy of the issuer and its heritage |! | common, import the liquidation of the assets or |! | separate there is cosntituido, the settlement of one or |! | more of these not bring the collapse of society, neither |! | the liquidation of the other separate heritages.
When the company is declared bankrupt, the |! | respective representative of securityholders or |! | designee by the Board of holders of debt securities, |! | It will manage and will liquidate the separate heritages.
Within a period of three months counted from the |! | date in which the resolution is enforceable |! | declare the bankruptcy of the company, only you can decide |! | the disposition of each separate heritage as unit |! | equity in accordance with the requirements of article 150, |! | requiring the joint agreement of the liquidator of the |! | separate and heritage of the trustee to administer the |! | society. In the absence of agreement and without any other formality than the |! | hearing of the parties, decide the judge who knows of |! | the bankruptcy.
If not possible to dispose of every heritage |! | separate as the heritage unit within the time |! | indicated in the preceding paragraph, the liquidator may |! | proceed as provided in the articles 148 |! | and following of this title.
Article 147-in the liquidation of a heritage |! | separately, shall be liquidator representative of the |! | debt securities holders or who the Board appoint |! | of security holders of debt with the faculties and |! | obligations imposed this. The society shall be |! | inhibited full-fledged all faculty of |! | management and disposition of the assets that thing |! | integrated, leaving these powers based on the |! | liquidator. This limitation shall continue until the |! | extinction of loans that make up its liabilities.
Management and custody regimes |! | they will continue to apply to assets subject to them, |! | While not be liquidated in the form indicated in |! | This title. The settlement of a separate heritage not |! | entails the automatic termination of the |! | relevant management contracts or |! | custody, without prejudice to the powers of the liquidator |! | to end them.
The expenses of the liquidation of a heritage |! | separate must be borne out goods that thing |! | integrate or with the goods of the common heritage when |! | This has occurred due to bankruptcy of society |! | issuer. For this purpose they shall be deemed |! | as credits valistas.
Article 148-Declared in liquidation a |! | separate heritage for whatever reason, the liquidator |! | It will be mentioned to extraordinary meeting of securityholders of |! | debt, so that it is held within a period of 30 days |! | from the date of the start of the liquidation, to |! | purpose of resolving on the standards of administration and |! | liquidation of the heritage.
Without prejudice to fulfil, in any case, with thing |! | These provisions of the second paragraph of article 146, |! | (normas comprenderán las siguientes materias: a) the transfer of separate heritage as |! | Heritage unit to another company in the same turn;
(b) amendments to the contract of issue, the |! | that may include remission of part of the debts |! | or modification of the terms, conditions or modes |! | initials;
(c) the form of disposal of the assets of the |! | separate heritage;
(d) the continuation of the administration of the |! | separate heritage until the extinction of the assets |! | (que lo conforman, y e) any other matter that the Board determines |! | relating to the administration or liquidation of the |! | separate heritage.
The agreements should be adopted with the favourable vote |! | of holders of securities which represent at least the |! | absolute majority of the securities issued and |! | circulation, except for the indicated materials |! | (en la letra b), in which the quorum of agreements will be a thing |! | least two-thirds of the securities issued and |! | in circulation.
If there is no quorum to adopt agreements on |! | first citation, one must quote a new board the |! | which shall be held within 30 days |! | to the date fixed for the Board not carried out and the |! | agreements shall be taken with the favourable vote of |! | security holders representing at least the |! | absolute majority of the securities issued and |! | circulation, except for the indicated materials |! | (en las letras a) and d), in that the quorum of agreements will be |! | the absolute majority of the present titles in the |! | (junta, y la letra b), in which the quorum of agreements will be, |! | at least two-thirds of the titles |! | issued and in circulation.
The liquidator shall exercise the giro until you achieve the |! | liquidation of the heritage, either as unit |! | heritage or in installments or assets from becoming extinct |! | that you make up the separate heritage.
Article 149-in regard to the liquidation |! | separate heritage, whatever the form in which |! | is carried out, shall be applicable in what were |! | compatible, the rules on liquidation |! | corporations established by the law N ° 18,046.
Article 150-in the liquidation of a heritage |! | separately, the alienation as the heritage unit should |! | understand all the assets and obligations than |! | they are your assets and liabilities and it can be done only |! | on behalf of another company governed by this same title. |!| In acquiring society, by the mere fact of the |! | acquisition, a heritage means constituted |! | separately, subject to the provisions of this title, to the |! | which belong to the assets acquired and this |! | heritage will take care of the service of the titles of |! | debt, in the current conditions in the contract to the |! | date of the transfer. This change in ownership of the |! | separate patrimony, reason must be register |! | stock, aside from the registration of the issuance of |! | the titles concerned.
Article 151.-in case of dissolution, for any |! | cause of the companies referred to in this title, |! | that at the date of such dissolution still maintained |! | separate assets, the liquidation of the society |! | It will be practiced by the Superintendency with all the |! | powers which the law gives to the liquidation of |! | the insurance companies. The settlement may be |! | delegated by the Superintendent in one or more |! | officials of the Superintendent or in others |! | provided that do not affect them the disabilities |! | referred to in articles 35 and 36 of law N ° |! | 18,046. the dissolution of the society will cause the |! | liquidation of the separate assets or, which |! | shall be carried out in accordance with the rules established in this |! | title.
The expenses of the liquidation of the company will be de |! | charge of their common heritage.
From the moment that society no longer de |! | have separate estates, liquidation will continue to |! | his office, pursuant to the General rules.
In any case, the Superintendent may authorize a |! | society for that practice its own liquidation.
Article 152-The Superintendent may revoke the |! | authorization existence of societies that |! | is this title in accordance with its powers or |! | case management seriously guilty or |! | fraudulent.
If the common heritage does not comply with standards |! | established in article 132 of this law, the society |! | She obliged, whenever this happens, to complete it |! | within a period of 60 days. If this does not make him, will le |! | It shall revoke the authorisation of existence and will proceed to |! | the liquidation of the company.
Article 153-The issuance of debt securities to |! | referred to in this title, shall be exempt from the |! | tax established in article 1, N ° 3, of Decree |! | Law No. 3.475 of 1980 on stamp tax and |! | Stamps, always to heritage assets |! | separate respective consists of mutual |! | mortgage endorsable, in an amount of at least |! | equivalent to the debt for bonds corresponding to |! | that heritage.
The payment to the Treasury of tax obligations of |! | society, any is its nature or origin, |! | It will be the exclusive responsibility of their common heritage |! | and not of the of the separate heritages created |! | or formed. These assets must provide the |! | resources to the common heritage of society, |! | When this requires to comply to thing |! | prescribed in the final paragraph of article 140.
Not be considered as income the difference between the value |! | acquisition of a securitized credit and value |! | nominal, but that only means such the |! | result that comes from comparing, in turn, |! | the cost of acquisition of the credit, duly |! | corrected, with the recovery of partial or |! | short, that it has been produced at the time of collection |! | cash of the same, or the sale value if this is |! | alienates.
For the purposes of the provisions of article 31 |! | of the income tax Act, shall be deemed |! | accepted in the first category of the Act, expenses |! | provisions and penalties of the credits |! | securitized, incorporated or not assets |! | separate, they are overdue, as well as the |! | emissions that they are made, whether or not they are vanquished. |!| The characteristics that must meet the provisions, |! | referrals and punishments so that appropriate provisions in |! | This standard shall be established by the Superintendency |! | of securities and insurance, consultation with the service of |! | Internal taxes.
Commissions and other remuneration than the |! | companies referred to in this title, pay to |! | third parties for the Administration and custody of the goods |! | members of the separate heritages that have, in |! | the terms that has first subparagraph article |! | 141, are exempted from the value added tax |! | established in the Decree Law N ° 825, 1974.
Title XIX of the clearing house article 154.-the stock exchanges can |! | constitute or form part of a clearing house, |! | which purpose is to be the counterpart of all the |! | purchases and sales of options future contracts of |! | values and others of a similar nature to them |! | authorized by the Superintendent, carried out in the |! | respective bag, from the registry of such |! | operations in the mentioned camera.
Also, the camera will manage, control and |! | It will liquidate operations, open positions, account |! | currents, margins and available balances carried out and |! | keep customers and brokers in these markets.
Article 155-Camera is subject to the |! | (siguientes reglas: a) must be constituted as corporations |! | Special in accordance with what is established in the |! | Article 126 of the law N ° 18.046, and shall apply |! | in which are not inconsistent with the provisions |! | of this law, the rules applicable to the |! | Open joint-stock companies and the rules of nature |! | General dictated by the Superintendency. On your behalf |! | They shall contain the expression "Clearing house";
(b) shall have as exclusive object indicated in the |! | previous article;
(c) the minimum capital paid, expressed in pesos, not |! | It may be less than the equivalent in cash, to |! | Fifteen thousand units of building;
d) will have a Board composed of 5 members to |! | least, that may be or not shareholders, and may be |! | Re-elected;
(e) actions will be registered and worthless |! | nominal;
(f) only may be formed by bags of |! | values and their respective corridors;
(g) will have an arbitral tribunal composed of a thing |! | least 3 members, responsible for implementing the measures |! | disciplinary that contemplate its statutes and which are |! | indicated in this law; without prejudice to other |! | powers that it is granted in the Statute; (y h) at least 30% of the profits from each |! | exercise will be used to form a contingency fund, |! | which shall serve to cover outstanding obligations |! | arising from operations recorded in the camera. Thing |! | will be mandatory until the bottom is |! | equivalent to the capital and reserves of the camera.
Article 156-Camera will have the following |! | (funciones: a) issue and register the contracts of the |! | future and options operations and the counterpart |! | of the same;
b) get runners initial margins, |! | money and values and accredit the |! | in the respective accounts. Margins that constitute the contracting with |! | a clearing house, to answer for their |! | obligations, especially the cover differences |! | prices occurring on futures contracts |! | and options, may be transferring him in |! | the well respective domain, which is figuring by the |! | camera to its own name. When necessary to do |! | effective these margins, the camera will perform them |! | extrajudicially, acting as Lord and master, but |! | rendering account as trustee in charge of its |! | counterpart. The foregoing is without prejudice of thing |! | provisions of article 179 of this Act;
(c) daily updated open positions of |! | customers, and must adjust the margins, establish |! | daily variations of prices and charge or payable to |! | each current account gains / losses |! | corresponding;
(d) inform runners lack or excess of |! | margin and the balances of the accounts of its |! | customers, as well as the need for supplementing these |! | the margin, where appropriate;
(e) order the riders the closure or partial |! | total open positions of their customers by not |! | meet these margin requirements or |! | coverage;
f) settle, on the due date, the |! | open positions in the contract that expires, decreasing |! | the corresponding margin and charging or paying the |! | (pérdidas o ganancias producidas, y g) other established regulations |! | inside of the respective camera with the permission of |! | the Superintendency.
Article 157-with the single record of an operation |! | in the Chamber, the contracts are understood celebrated de |! | future and options in its case, between the camera and each |! | one of the parties of the respective negotiations.
Registered contracts may not be |! | subsequently transferred. Any assignment, transfer or |! | another act of trade must run through a |! | new contract.
Article 158-Warranties special covered |! | in each contract will be released at the moment |! | operations have been implementation of |! | their conditions. In cases of liquidation in |! | installments, the guarantees shall be released in the form |! | proportional to the liquidation.
Article 159.-without prejudice to the powers of the |! | Superintendence, the Arbitration Court of the Chamber of |! | Compensation may apply to runners that operate |! | in the Chamber the sanctions of reprimand in writing, |! | fine of 50 to 500 units of development, for the benefit of the |! | respective fund contingency, temporary suspension of |! | up to 30 days and expulsion from the Chamber whenever |! | (incurra en alguna de las siguientes infracciones: 1) breach of obligations deriving |! | of the contracts registered in the camera which is possibly |! | through him.
(2) not constitute timely allowances |! | General or special that they required for contracts |! | registered in the Chamber or not constitute warranties |! | particular to this set.
(3) provide the camera data or reports |! | incomplete or incorrect on the contracts that |! | they mediate or about your financial situation.
(4) violate the rules of operations of the camera |! | established in their statutes or internal regulations.
Those who had been sanctioned by the Court |! | Arbitration may request, within five days |! | business following the notification of the measure, |! | review of the sanction to the directory of the Chamber.
Article 160.-corresponds to the Superintendency |! | supervise and oversee the operation and |! | performances of the clearinghouses that are |! | established according to the faculties and powers |! | that gives this law, its law and the others |! | laws of its jurisdiction, in particular, those referring to |! | the stock exchanges.
To establish and operate a clearing house, |! | require the prior authorization of the |! | Superintendent, who will approve their regulations and |! | rules handed down to its operation and in its |! | case, modifications to them.
The Agency shall be entitled to reject or |! | propose amendments to the draft regulations and |! | standards, within a period of 90 days from its |! | presentation. In cases in which the Superintendency |! | propose modifications, the course of the term is |! | he be suspended from the date of communication than |! | contains the proposition and will only resume when is |! | It complied with that process.
Corrected the defects or attended the |! | comments, if any, and the expired |! | previously indicated, the Superintendent shall |! | authorize presented regulations or rules, inside |! | of the fifth day.
Title XX of the responsibility of societies |! | Administrators of funds controlled by the |! | Article 161.-the SVS administrator of |! | any fund controlled by the Superintendency, |! | You must perform all the steps that are necessary, |! | with the care and diligence that men use |! | ordinarily in their own businesses, for precautionary measures the |! | obtaining an appropriate combination of profitability and |! | safety of the investments of the Fund.
The society seen each Fund, attending |! | exclusively at the convenience of this and that |! | each acquisition operations and |! | disposal of assets made by the same account, |! | be made in the best interest of the Fund.
The administrator will respond to mild guilt |! | for damages that deferring to the bottom by |! | breach of any of its obligations.
The administrator can sue persons |! | had caused you prejudice to the bottom, allowing |! | claim compensation for any damage caused, in |! | summary judgment.
The management company will be obligated to |! | the Fund to compensate for damages that she or |! | any of your dependents or persons who provide you |! | services incurred you as a result of the execution |! | or omission, as appropriate, of any of the |! | prohibited actions referred to in this article and |! | 162. Above mentioned persons who had |! | participated in such proceedings, shall be jointly and severally liable |! | responsible for the repayment, which will include damage |! | emerging and profits.
The external auditors of the administrator shall |! | to decide on the mechanisms of internal control |! | This imposed, to ensure faithful compliance |! | This article and the prohibitions concerning the |! | Article 162, as well as systems of |! | information and file, to register the origin, destination |! | and timeliness of transactions carried out with |! | the resources of each Fund.
Article 162.-are contrary to the present law and |! | the following actions or omissions, if any, |! | (efectuadas por las administradoras: a) transactions with the assets of the |! | background to obtain benefit, direct or indirect;
(b) the payment of any service in the background, not |! | authorized by law, contract or regulations |! | internal, or terms and conditions to which |! | on them is established;
(c) the payment to the Fund of any service provided |! | by people related to the administrator of the same;
(d) the use of own or non profit, de |! | information relating to operations performed by the |! | Fund, in advance that they are carried out;
(e) the communication of essential information regarding |! | to the acquisition, alienation or of assets maintenance |! | on behalf of the Fund, other than those persons |! | that strictly need to participate in the operations |! | respective, on behalf of the administrator or |! | of the Fund;
(f) the acquisition of assets that make the |! | administrator for itself within 5 days following |! | to the alienation of these, made by her, by |! | account of the Fund, if the purchase price is lower to the |! | existing before such alienation. In the case of |! | assets of low liquidity, this period shall be 60 days;
(g) the disposition of own assets that make the |! | administrator within 5 days to the |! | acquisition of these borne by the Fund, if price |! | It is superior to the existing prior to the acquisition. |!| Case of low liquidity assets, this period shall be |! | 60 days;
(h) the acquisition or disposition of assets by account |! | the background in which to act for himself as transferor or acquirer |! | the administrator. In addition, the acquisition or |! | alienation of assets on behalf of the Fund to people |! | related to the administrator through |! | (negociaciones privadas, e i) disposals or acquisitions of assets than |! | perform the administrator, if they are to be more |! | advantageous for this than the respective disposals or |! | of these acquisitions on the same day, by |! | account of the Fund. Unless they surrendered to the Fund, |! | within two days of the operation, the |! | corresponding price difference.
For the purposes of this title, the expression |! | Administrator shall also include any person |! | participate in the Fund's investment decisions or |! | because of his position or position, have access to |! | information on the investments of the Fund. Means |! | by assets, those that are of the same species, |! | class, type, number and issuer.
Refers to those low liquidity assets |! | are not traded frequently and in volumes |! | significant formal secondary markets. The |! | Superintendent determined by character standard |! | General low liquidity assets.
However the sanctions administrative, civil and |! | penalties that apply and the right to claim |! | damages, acts or contracts made in |! | contravention of the prohibitions above |! | identified, they shall be validly concluded.
Article 163.-by general rule, |! | the Superintendent will determine the assets of low |! | liquidity which may not invest its heritage the |! | companies administering funds controlled by |! | She.
TITLE XXI of the privileged information
Article 164.-for the purposes of this Act, be |! | means any insider |! | information relating to one or several issuers of securities, |! | to their businesses or to one or more values for them |! | issued, not disclosed to the market and whose knowledge, |! | by its nature, is capable of influencing the quote |! | of the securities issued, as also the information |! | reserved within the meaning of article 10 of this law.
Also refers to insiders, |! | which has acquisition operations or |! | disposal by an investor |! | institutional in the stock market.
Article 165.-Anyone who because of its |! | position, position, activity or relationship have access to |! | information privileged, you should keep strict |! | reservation and not can use it self-serving or |! | alien, or acquire for himself or for a third party, directly or |! | indirectly, the values on which possess |! | privileged information.
Are also prohibited to avail themselves of information |! | for profits or avoid losses, |! | using any type of operation with values to |! | which it relates or with instruments whose profitability |! | is determined by those values. Also be |! | They shall refrain from communicating such information to third parties or |! | recommending the acquisition or alienation of the |! | values above, ensuring that this does not happen to |! | through subordinates or your trusted third party.
Notwithstanding the above, arranged the |! | intermediaries of securities that have information |! | privileged referred to in the previous article, |! | You can do operations on values that |! | It refers, on behalf of third parties, provided that the |! | order and the specific conditions of operation |! | comes from the client, no advice or recommendation of the |! | corridor.
For the purposes of the second paragraph of this |! | Article, the transactions shall be deemed performed in |! | the date in which it takes place the acquisition or disposal, |! | regardless of the date in which are recorded in the |! | issuer.
Article 166.-Is presumed to have access to |! | (información privilegiada, las siguientes personas: a) directors, managers, administrators and |! | liquidators of the issuer or investor |! | institutional, where appropriate;
(b) the persons referred to in the letter to) this |! | Article, which is to play in a society that has the |! | quality of parent, coligante, subsidiary or associated of the |! | whose values station concerned, or investor |! | (institucional en su caso, y c) directors, Manager, managers, |! | attorneys, financial advisors, or operators, of |! | intermediate values.
(Tratándo_se de las personas indicadas en la letra c) |! | of the preceding subsection, the designated presumption is |! | It understood to refer exclusively to the information |! | privileged defined in the second paragraph of the article |! | 164, and also respect to information which they have |! | on the placement of shares of the first issue that |! | It has been entrusted to them.
It is also presumed to have information |! | privileged, to the extent that access |! | direct to the fact information object, the |! | (siguientes personas: a) account inspectors and external auditors |! | of the issuer, as well as the partners and managers of the |! | audit companies;
(b) members, administrators, and members of the |! | classification societies tips |! | risk classifiers, which classify values of the |! | issuing or to the latter;
(c) the employees who work under the direction or |! | direct supervision of the directors, managers, |! | Administrators or liquidators of the issuer or of the |! | institutional investor;
(d) persons who provide consulting services |! | permanent or temporary to the issuer;
(e) public servants dependent of the |! | institutions that hold to issuers of securities of |! | (oferta pública o a fondos autorizados por ley, y f) spouses or relatives to the second degree |! | consanguinity or affinity, designated persons |! | (in the letter to) of the preceding paragraph.
Article 167.-Directors, managers, |! | Administrators, advisors who provide services to the |! | society, or individuals who because of his position or |! | position, they have had or have access to information |! | privileged, will be required to give effect to the |! | rules of this title although they have stopped in the office |! | respective.
Article 168.-Securities intermediaries whose |! | Administrators, directors, managers, monitors u |! | wheel operators, participate in the administration of |! | an issuer to offer public, through values its |! | performance as directors, administrators, managers or |! | liquidators of the latter, or of its subsidiaries and |! | affiliates, shall be required to inform their customers |! | This situation, in the form determined by the |! | Superintendence and must refrain from performing, |! | directly or indirectly, any operation or |! | transaction of shares issued by the issuer.
Exempt from the ban previously designated |! | those intermediaries that are subsidiaries |! | the issuer of shares, provided that both have |! | exclusively in common directors and these do not participate |! | directly in its decisions of intermediation.
Article 169-Activities of intermediaries of |! | values and the people who depend on such |! | brokers, who act as operators of tables of |! | money, perform financial advisory, management and |! | investment management and, in particular, adopt |! | decisions of acquisition, maintenance or disposal of |! | instruments for themselves or clients, must be performed |! | in separate, independent and autonomous of any |! | Another activity of the same nature, management and |! | granting of credit, developed by investors |! | institutional or other securities intermediaries.
In addition, the Administration and management of investment |! | and, in particular, the decisions of acquisition, |! | maintenance or disposal of instruments for the |! | Administrator and the funds that it manages, must |! | be performed in separate, independently and |! | any other function of the same autonomous |! | nature or intermediation of securities, advising |! | financial, management and granting of credits, regarding |! | of others. This limitation shall be without prejudice to the |! | admnistradoras of funds, exclusively in the |! | activities of their rotation, can share |! | resources or means to make them.
Managers, administrators, managers, |! | attorneys, financial advisors, operators of tables of |! | money or an intermediary wheel operators of |! | values, may not participate directly or indirectly |! | in the administration of a funds Manager of |! | third parties authorized by law.
Article 170.-The external auditors who audit |! | the financial statements of investors |! | institutional and of the intermediate values, should be |! | to decide on the mechanisms of internal control |! | These are imposed to ensure faithful |! | compliance with the rules of this title, as well as |! | on the file, and information systems for |! | record the origin, destination and opportunity of the |! | transactions carried out with own resources and |! | third parties that administer or intermedien, where applicable.
The Superintendent, through standard of character |! | general, will determine the information that must be kept |! | institutional investors and intermediaries |! | values for the compliance with the provisions of |! | This title, and the archives and records that should be |! | carry in relation to transactions with resources |! | own, those of its related persons and the |! | made with third-party resources that manage.
The information contained in these files is authoritative in |! | against the forced to take them.
Article 171.-without prejudice to the provisions in the |! | previous article, persons involved in the |! | decision-making and operations of acquisition and disposition of |! | values for institutional investors and |! | intermediaries of securities and those which, because of its |! | position, have access to the information |! | with respect to the transactions of these entities, |! | They shall inform the address of your company, all |! | acquisition or alienation of securities than they have |! | carried out within the next 24 hours to the of the |! | transaction. These entities must inform, within |! | of within 5 days, the Superintendent's office, about |! | those transactions, every time you accumulate inside of |! | the 30 days prior to the transaction, operations |! | equivalent in money, 150 units of promotion.
Article 172.-Any person injured by |! | performances involving violation of the provisions |! | of this title, shall have the right to sue |! | indemnification against offending people.
The action to claim damages is barred in a |! | year from the date on which the information |! | privileged has been disclosed to the market and the public |! | investor.
People who have acted in contravention to thing |! | established in this title, shall deliver to benefit |! | Prosecutor, when there is no other handicapped, all |! | utility or pecuniary benefit which have obtained a |! | through transactions of securities of the issuer that are |! | try.
One who infringes the provisions of article 169, |! | civilly liable for damage caused to the |! | customer funds in your case, or respective without |! | prejudice to criminal penalties and administrative than |! | correspond.
TITLE XXII of the guarantees
Article 173-Guarantees on offered securities |! | public, coins, gold, silver or other securities |! | or credit titles, designed to warn |! | obligations of brokers among themselves or with |! | values or with their clients or any bags |! | of these to those for brokerage operations |! | values or complementary activities which are |! | authorize them in accordance to the law, it will be in |! | (la siguiente forma: a) if the warranty the following about coins, gold or |! | Silver, or debt instruments or securities to the |! | carrier, the garment will be constituted by the |! | granting of a private instrument signed by the |! | Parties to a broker who is not part in |! | the caucionadas obligations or to the Manager of the |! | respective bag, which will identify the |! | pawned goods.
In addition, it will be essential to the material delivery of the |! | pledge collateral to the creditor or the third party that de |! | common agreement designate the parts.
(b) if the warranty on debt instruments or securities |! | securities issued with the clause "to order" or |! | they can be transferred by its endorsement, the garment is |! | It will be by the endorsement in the title guarantee and |! | material delivery thereof, apply provisions |! | Law N ° s 18.092 and 18.552.
(c) if the warranty of the following stock, bonds or |! | nominative securities, containing the |! | "not endorsable" clause, the pledge shall constitute |! | by granting the private instrument to |! | (se refiere la letra a) precedent and material delivery |! | the creditor of the relevant titles, which are |! | cease certificate under the signature of the debtor of its delivery |! | collateral to the creditor that point. If these actions, |! | bonds or personal values are subject to |! | compulsory registration in a register, the garment |! | constituted on them will be opposable to third parties since |! | your registration to the competent registry.
In the cases referred to in this title, shall not be |! | necessary to notify the debtor, who will be released from |! | all responsibility if it pays to who accredits your identity your |! | creditor warranty status.
Article 174-Garments that constitute in |! | accordance with this title, to serve as collateral to the |! | specific and certain obligations which are brought to attention, |! | unless stating expressly that the garment has been |! | constituted as collateral for all obligations |! | direct the owner of the garment has or may have a |! | favour of the pledgee and insofar as is de |! | those to which the preceding article refers.
Article 175.-The goods delivered in pledge of |! | accordance with the preceding articles, plus their |! | interests, readjustments, fruits and increases of any |! | nature, will respond in full payment of credits |! | guaranteed, their adjustments, interest and costs of |! | debt collection.
These goods will not recognize another warranty or |! | preference of any kind or nature that is |! | It intends to subsequently be upon them and Yes |! | Some will transgress, void of right |! | right.
At the same time, all the goods covered by the garment |! | in reference, may only be seized on judgements |! | establados by secured creditors, as soon as |! | engaged in activities protected by the guarantee.
In the event of bankruptcy of the pledgor, the goods |! | pledged will be excluded from the mass of goods in the |! | failed and creditors caucionados by this warranty |! | they will be paid without waiting for the results of the bankruptcy |! | and without being necessary to carry out any of the reservations |! | that comes from the law N ° 18.175, especially in its |! | Article 149.
Secured creditors referred this |! | Title, may without further formality, exercise the |! | procedures for completion of the garment referred in |! | the following article and paid their loans in the |! | time and manner specified in that provision.
Article 176-Once made payable either |! | of the secured obligation, the pledgee |! | It will put the assets pledged available bag |! | values, so proceed to its realization in |! | public auction to over take the second business day |! | subsequent to its delivery. Personal loans, |! | whatever the form of granting the |! | clauses that include, will be endorsed to the |! | respective Stock Exchange by creditor |! | so your transfer can be refined.
The product obtained in the auction must |! | delivered to the lender the next business day to the of the |! | realization of the garment and this will immediately proceed to |! | carry out the liquidation of the guaranteed credit, |! | and must obtain the corresponding bag a |! | certification giving conformity to such liquidation.
Complied with the above, shall apply without any further formality |! | the values obtained to pay the obligation, |! | delivering on the same occasion the remnants, if thing |! | any, to the debtor.
Article 177-before becoming enforceable if the |! | guaranteed obligations vencieren the credits |! | They caucionan their compliance, the pledgee may |! | proceed to your collection and what obtains in payment are |! | shall be legally constituted in garment, for the |! | purposes, with the validity and effects referred to these |! | provisions.
The money that the pledgee obtains de |! | According to the provisions of the preceding paragraph, as well as |! | its fruits and increases, will be kept by the |! | creditor or by the depositary of real love, |! | unless the parties have agreed expressly to |! | deposit interest, or that the creditor consents in the |! | the money in Exchange for other securities that back |! | ensure the caucionadas obligations.
Article 178-Once concluded the process of |! | realization and liquidation of a pledge under this |! | Title, who deems having suffered damages may |! | Sue on summary judgment.
TITLE XXIII provisions several article 179-the agents of securities, brokers of |! | bag, bags of securities, banks, or any other |! | legally authorized entity that hold values by |! | account to its own name, but third parties must |! | registration in a special register and record separately |! | in their accounting these values with the |! | complete individualization of the people by |! | account of who holds them. This registry is authoritative in |! | marked, and can people against the |! | interested in all time claim their rights, |! | using any means of legal evidence.
Article 180-Civil actions emanating from |! | the rights established in the Title XVI, XVII and |! | XVIII of this Act, shall prescribe in the term of 2 years |! | from the date on which these were made |! | enforceable.
This prescription will run against everyone and not |! | supports any suspension.
Article 181.-The provisions of this law will regulate |! | supplementary materials dealing with other laws |! | of the stock market in which are contrary to the |! | provisions of these laws and will prevail above all |! | contractual or statutory rule which is opposite to you.
Article 182.-The Central Bank of Chile will be |! | empowered to impose, in accordance with the procedure |! | indicated in article 50 of the basic law, limits or |! | restrictions on changes in net position of |! | investment instruments abroad having |! | institutional investors.
(c) repeal the following provisions: article |! | 13; Title IV, articles 16 and 22, both inclusive, and |! | articles 89 and 91 bis.