LAW 132 1994
Official Gazette No. 41,361, of May 17, 1994
By which is issued the Organic Statute of Livestock Funds and other provisions on the agricultural sector are dictated. Summary
CONGRESS OF COLOMBIA DECREES
ARTICLE 1o. DEFINITION. Ranchers funds are corporations, incorporated or which may come to be constituted after the effective date of this law, dedicated to meeting the corporate purpose, described the second article (2) of this Act.
PARÁGRAFO. Funds may be Cattlemen Companies Mixed Economy of the National Order, Regional, Departmental and Municipal.
. SOCIAL OBJECT. Funds Ranchers have as corporate purpose the promotion and improvement of the agricultural sector.
In accordance with its corporate purpose, the Cattlemen Funds may develop directly or associated with third parties, domestic or foreign, activities of production, processing, marketing and financing of agricultural goods and services; Likewise research programs and technology transfer, and in general, those complementary, necessary and appropriate activities that relate to the company.
PARÁGRAFO. Funds earmarked Cattlemen least 70% of its assets to livestock activity and at least 50% of its Hato, must be represented in cattle breeding.
ARTICLE 3. CAPITAL. Ranchers' Capital Funds will consist of contributions from public law entities and individuals, represented by two classes of shares namely nominative character:
- Class A Shares, representing the contributions of legal entities public.
- Class B Shares, representing the contributions of private law.
Shares Cattlemen Funds will be subscribed at a price which may not be in any case less than the intrinsic value at December immediately preceding the date of issuance certified by the Auditor year 31.
Shares Cattlemen Funds shall be freely negotiable, subject or not the right of preference in accordance with the Statutes of each Fund.
Shares acquired by individuals or entities of public law, shall become of one kind or another, depending on the sector to which they belong.
The sale of shares of class A, should be done by offering on the Stock Exchange, so transparent, public and democratic them, but in the Public Law Entities may qualify potential claimants. Likewise, the sale of shares of class B should be done by the same procedure when the stake for sale exceeds 5% of the total shares of the respective Fund.
PARÁGRAFO. Ranchers Funds can count on privileged shares, shares with preferential dividend and without voting rights, according to the rules laid down in the Code of Commerce.
ARTICLE 4. BOARDS. The Boards of Directors of Livestock Funds shall consist of (7) members with personal alternates, which will be represented shareholders of Class A and B, according to the shareholding of each sector in the Social Capital.
For its conformation will proceed as follows:
the number of Board Members choose corresponding to each sector by the electoral quotient system of total subscribed shares were previously determined.
The election of Members of the Board of Directors shall be made in the same General Meeting of Shareholders, for periods of two (2) years, and the application of the system of electoral quotient, for this purpose separate elections be held shareholders of class a and B. class a shareholders will have no intervention in the election of the representatives of class B, or vice versa.
The 5th ITEM. LEGAL AND ADDRESS OF FUNDS REPRESENTATION. Funds will have a manager with one or more alternates, elected by the Board of Directors for a period of two (2) years, subject to their free removal at any time, in accordance with the applicable provisions of the Commercial Code.
The Manager shall be the legal representative of the Fund and will be responsible for the management and administration of national business.
PARÁGRAFO. The manager or his deputy Cattlemen Funds may not be reelected for more than three (3) consecutive terms.
ARTICLE 6o. Incompatibilities and disqualifications. The members of the Board of Livestock Fund, its permanent spouses or partners (as), his relatives within the fourth degree of consanguinity, affinity and unique civil and employees will not be during the course of their duties provide professional services the respective Fund or perform personally or through an intermediary, any contract relating to the assets of the company or managed by it, own or other loan agreements except that on the occasion of employment are established by the Board business. This prohibition will extend over the next year which ceased to belong to the Fund. So
same Member of the Board, may not be spouses or partners (as) permanent each other or be within the fourth degree of consanguinity, affinity or civil.
Nor may have previous ties to the Manager, nor employees of this entity.
PARÁGRAFO. The inabilities and incompatibilities that arise because of the relationship will lead to change the last election or appointment; and if that becomes vacant one row of the Board, we will proceed to convene the Assembly to make appropriate elections, by term remaining to complete the corresponding period.
ARTICLE 7. SANCTIONS. Administrators exercising their functions held or authorize contracts with persons who are disabled for it with this law, they shall be punished by the Superintendency of Companies.
Article 8. VOTING RIGHTS IN THE BOARDS. In the deliberations of the General Assembly, both Class A shareholders, as Class B shares will represent only their own kind, and in the voting restriction shall not apply to vote.
Article 9. PROFIT SHARING. The profits obtained Cattlemen funds, once the reservation is made legal, statutory basis, of special rules and voluntary be distributed among the shareholders regardless of class, in accordance with provisions of the Commercial Code and Articles of Association.
May be paid the dividend in the form of shares of the same company if provided the Assembly with the vote of 80% of the shares represented at the meeting. In the absence of this majority, only such actions may be delivered by way of dividend to shareholders who accept it.
ARTICLE 10. INVESTMENT. Ranchers Funds may acquire or build property development activities.
When not directly related to its corporate purpose investment is undertaken, the Funds may invest up to 20% of liquid assets in legal entities which are incorporated or to be incorporated to develop such a purpose.
PARÁGRAFO. These investments must be approved by the Board of the Fund and may not affect the normal development of activities within its corporate purpose and the rules of sound financial and administrative policy.
buyback. Cattlemen Funds may buy back their own shares when you try to prevent losses debts incurred in good faith, with the approval of the Board, in any case within twelve (12) days following the reacquisition months, they must come to alienate or decrease its nominal capital.
It also may buy back their own shares, as provided for by the Shareholders' Meeting, with the favorable vote of not less than 70% of the shares represented at the meeting.
ARTICLE 12. CONTRACTS WON IN PARTICIPATION. Cattle exploitation carried out by farmers Funds with third parties, "Live Cattle Contracts Participation" will be called. These must be in writing in private documents, which must comply with the provisions established by the Ministry of Agriculture and prior approval by the Ministry this model the contract. Also, by general said body assesses the costs and deductible expenses of the contract. Profit sharing will always be made based on production. Utilities necessarily correspond to the depositary shares will be delivered to intrinsic value but in any case this payment may access five (5%) of their profits.
ARTICLE 13. REPLACEMENT
livestock. Ranchers Funds should establish systems to capitalize on the increased value of cattle sold, originated in inflation in order to provide themselves with the necessary resources to replenish livestock disposed of in accordance with the rules to that effect issued by the Superintendency of Companies.
ARTICLE 14. INSPECTION AND SURVEILLANCE. The Superintendency of Companies will exercise the functions of inspection, control and surveillance of livestock funds, constituted or to be established in accordance with this Act with other special provisions which are applicable and in general with the rules of the Commercial Code.
ARTICLE 15. THE STATUTORY AUDITOR. Fiscal Control of Livestock Funds, whatever their order will be exercised by a Statutory Auditor, freely elected by the General Assembly of Shareholders for a period of two (2) years, subject to their free removal at any time; in accordance with the general provisions on this matter.
PARÁGRAFO. The Auditor or his deputy Cattlemen Funds may not be elected for more than three (3) consecutive terms.
ARTICLE 16. MINISTRY OF AGRICULTURE POLICY. Funds Cattlemen develop within its corporate purpose plans and programs relating to these entities designed and established by the Ministry of Agriculture.
Also, the Cattlemen Funds provide the information necessary for the performance of agricultural policies adopted by the Ministry of Agriculture.
ARTICLE 17. FINANCING. Funds Ranchers can access lines of commercial, industrial credit and encouragement that ordinarily grant the various financial institutions authorized by the Banking Superintendency. Also they have access to agricultural development credit granted by authorized and redeescontable in Finagro financial intermediaries. Exceptionally after approval of the Agricultural Credit Commission, the Livestock Fund, in its capacity as entities within the National Agricultural Credit System may obtain direct financing Finagro provided support appropriate credit obligations by collateral or guarantee issued in favor of Finagro by Financial Institutions authorized for this purpose to the Banking Superintendency.
ARTICLE 18. REPEAL. This Act repeals the provisions that are contrary and especially Law 1990 07
Article 19. This Law governs from the date of issue.
The President of the honorable Senate of the Republic, JORGE RAMON ELIAS
The Secretary General of the honorable Senate,
PUMAREJO PEDRO VEGA.
The President of the honorable Chamber of Representatives, Francisco Jose Jattin
The Secretary of the honorable House of Representatives, DIEGO VIVAS
REPUBLIC OF COLOMBIA - NATIONAL GOVERNMENT
notified, published and execute.
Given in Bogota, DC, 13 May 1994. César Gaviria Trujillo
The Minister of Finance and Public Credit, RUDOLF HOMMES
The Minister of Agriculture, JOSÉ ANTONIO OCAMPO