Official Journal No. 42.156 of 20 December 1995
For which the Book II of the Code of Commerce is amended, a new regime of consign processes is issued and other provisions are dictated.
THE CONGRESS OF COLOMBIA,
ARTICLE 1o. COMMERCIAL SOCIETY AND SCOPE OF THIS LAW. Article 100 of the Trade Code will thus remain:
ARTICLE 100. For all legal purposes, companies which are formed for the execution of commercial acts or undertakings shall be held as commercial. If the social enterprise understands commercial acts and acts that do not have that quality, the society will be commercial. Companies which do not contemplate commercial acts in their social object shall be civil.
However, whatever their object, commercial and civil societies will be subject, for all intents and purposes, to commercial law.
ARTICLE 103. The unable to be members of collective societies or managers of companies in comandita.
In other cases, they may be partners, provided they act through their representatives or with their authorization, as the case may be. For the provision of real property rights, compliance with the requirements provided for in Article 111sufficient.
ARTICLE 3o. Modalities. There will be a split when:
1. A company without a disband, transfers one or more parts of its assets to one or more existing companies or to the creation of one or more companies.
2. A company dissolves without liquidating itself, dividing its assets into two or more parts, which are transferred to several existing companies or are destined for the creation of new societies.
The company or companies receiving the transfers resulting from the division shall be referred to as beneficiary companies.
The members of the company being divided shall participate in the capital of the recipient companies in the same proportion as they have in that company, except that by unanimity of the shares, social shares or parts of interest represented in the assembly or (a) a different participation is approved.
ARTICLE 4. DRAFT TERMS OF DIVISION. The draft terms of division shall be approved by the shareholders ' meeting or general assembly of the shareholders of the company being divided. Where existing beneficiary companies are involved in the division process, the approval of the assembly or board of each of them shall also be required. The respective decision shall be taken with the majority provided for in the law or in the statutes for statutory reforms.
The excision project must contain at least the following specifications:
1. The reasons for the division and the conditions under which it shall be made.
2. The name of the companies participating in the division.
3. In the case of the creation of new companies, the statutes of the same.
4. The discrimination and valuation of assets and liabilities which are part of the assets of the recipient company or companies.
5. The division between the partners of the company being divided, the shares, shares or parts of interest to be paid to them in the recipient companies, with an explanation of the evaluation methods used.
6. The option to be offered to bondholders.
7. Financial statements of companies participating in the process of split duly certified and accompanied by an opinion issued by the tax reviewer and failing by an independent public accountant.
8. The date from which the operations of the companies which are dissolved are to be considered as being carried out for accounting purposes, on behalf of the company or the absorbing companies. This provision only produces effects between the companies involved in the division and between the respective partners.
ARTICLE 5o. ADVERTISEMENT. The legal representatives of the companies involved in the process of division will publish in a newspaper of wide national circulation and in a journal of wide circulation in the registered office of each of the societies participants, a notice containing the requirements set out in Article 174 of the Trade Code.
Additionally, the legal representative of each participating company shall communicate the division agreement to the social creditors, by telegram or by any other means producing similar effects.
ARTICLE 6o. CREDITORS ' RIGHTS. The creditors of the companies participating in the division, which are holders of debts acquired prior to the publication referred to in the preceding article, may, within the following 30 days on the date of the last notice, require satisfactory and sufficient guarantees for the payment of their claims, provided that they do not have such guarantees. The application shall be processed in the same way and shall produce the same intended effects for the merger.
The provisions of this Article shall not proceed when, as a result of the division, the assets of the company and the beneficiaries, as the case may be, represent at least twice the external liability.
PARAGRAFO. For the purposes of this Article, the administrators of the breakaway company shall have at the disposal of the creditors the draft terms of division, during the term in which it may be exercised. right of opposition.
ARTICLE 7o. RIGHTS OF BONDHOLDERS. The bondholders of the companies participating in the division shall have the rights provided for in the provisions issued by the General Chamber of the Superintendency of Securities. They shall also have the right of information provided for in this Chapter.
ARTICLE 8o. IMPROVEMENT OF THE DIVISION. The division agreement must be entered in public deed, which shall also contain the statutes of the new companies or the reforms introduced into the statutes of the existing companies. Such writing shall be granted only by the legal representatives of the latter. The following documents must be provided for:
1. The leave for division in cases where, in accordance with the rules on restrictive business practices, is necessary.
2. The minutes or minutes of the split agreement.
3. The authorisation of the division by the surveillance entity in the event of the participation of one or more companies subject to such surveillance.
4. The financial statements certified and delivered by each of the participating companies, which have served as a basis for the division.
A copy of the split-up deed shall be recorded in the Chamber of Commerce corresponding to the registered office of each of the companies participating in the division.
ARTICLE 9o. EFFECTS OF THE DIVISION. Once the writing referred to in the previous article has been entered in the Mercantile Register, it shall operate between the companies involved in the division and against third parties the block transfer of the assets and liabilities. of the company being divided into the beneficiaries, without prejudice to the provisions of the accounting system.
For changes in the right of domain over real estate and other goods subject to registration, it will be sufficient to list them in the respective division writing, indicating the number of the real estate registration number or the data identifying the property. registration of the respective right or right. With the sole presentation of the writing of the division, the corresponding register must be recorded.
When the company is dissolved, any of its assets shall not be attributed in the division agreement to any of the recipient companies, divided among them in proportion to the asset that was awarded to them.
As from the registration in the Commercial Register of division writing, the recipient company or companies shall assume the obligations that correspond to them in the division agreement and shall acquire the rights and privileges inherent in the division. the patrimonial part that would have been transferred to them. Likewise, the company, when it is dissolved, shall be deemed to be liquidated.
ARTICLE 10. LIABILITY. Where a receiving company fails to fulfil any of the obligations it has undertaken for the division or makes it the cleavant in respect of obligations prior to it, the other participating companies shall be jointly and severally liable for compliance with the respective obligation. In this case, the liability shall be limited to the net assets which have been allocated to them in the division agreement.
In the event of the dissolution of the company and without prejudice to the provisions on tax matters, if any of the liabilities of the company are not specifically attributed to any of the recipient companies, they shall be jointly and severally liable. the relevant obligation.
ARTICLE 12. EXERCISE OF THE RIGHT OF WITHDRAWAL. When the transformation, merger or division imposes on the partners greater responsibility or implies a disimprovement of their property rights, the absent or dissident members shall have the right to withdraw from the society.
In companies for shares, the exercise of this right will also be exercised in cases of voluntary cancellation of the registration in the National Registry of Securities or in stock exchange.
PARAGRAFO. For the purposes of this article, it is understood that there is a lack of improvement in the rights of the partners, among others, in the following cases:
1. When the percentage of the partner's participation in the capital of the company is diminished.
2. Where the equity value of the share, share or part of interest is decreased or the nominal value of the share or share is reduced, provided that in this case there is a decrease in capital.
3. When the actionability of the action is limited or decreased.
ARTICLE 13. ADVERTISEMENT. The draft terms of division, merger or the basis of the transformation must be kept at the disposal of the partners in the offices where the management of the company operates in the main domicile, at least 15 working days of prior to the meeting at which the respective proposal is to be considered. In the call for such a meeting, the item concerning the division, merger, transformation or cancellation of the registration must be included on the agenda and expressly indicate the partners ' ability to exercise the right of withdrawal.
The omission of any of the requirements provided for in this article will render ineffectual the decisions related to these issues.
ARTICLE 14. EXERCISE OF THE RIGHT OF WITHDRAWAL AND EFFECTS. The absent or dissident members may exercise the right of withdrawal within eight days of the date on which the respective decision was taken. The event of withdrawal of the partner shall be communicated in writing to the legal representative.
The withdrawal produces effects against the company from the moment the written communication of the partner is received and against third parties since its registration in the Commercial Registry or in the book of shareholders ' registration. For the purposes of registration, the communication of the legal representative or the partner exercising the right of withdrawal shall be sufficient.
Except for an arbitration agreement, in the event of a discrepancy regarding the existence of the withdrawal cause, the corresponding procedure shall be brought forward to the state entity responsible for carrying out the inspection, surveillance or control.
If the shareholders 'meeting or the shareholders' meeting, within sixty days of the adoption of the decision, revokes it, the right to recess expires to the members who exercised it, reacquire their rights, and back the rights of the shareholders. the time when the legal representative was notified of the withdrawal.
ARTICLE 15. PURCHASE OPTION. Within five days of the withdrawal notification, the company will offer the shares, shares or parts of interest to the other partners for the purchase within the next 15 days, in proportion to their participation in the social capital. Where the members do not acquire all the shares, shares or parts of interest, the company shall, within five days of the following, reacquire them whenever there are any liquid profits or reserves formed for the purpose. The purchase price shall be fixed in the form provided for in the following Article.
ARTICLE 16. REIMBURSEMENT. In cases where the partners or the company do not acquire all the shares, shares or parts of interest, the withdrawal shall entitle the person who exercises the withdrawal to demand the repayment of the remaining shares, shares or parts of interest. The corresponding value shall be calculated by common agreement between the parties. In the absence of agreement, the expert shall be made by experts appointed by the Chamber of Commerce of the registered office. Such an endorsement shall be compulsory. Different methods may be laid down in the statutes to establish the value of reimbursement.
Unless otherwise agreed, the reimbursement must be made within two months of the agreement or the expert opinion. However, if the company proves that the reimbursement within that term will affect its economic stability, it may request the State entity to carry out the inspection, surveillance or control, which sets additional time limits not exceeding a year. Interest at the current bank rate will be charged during the additional period.
Within two months of the adoption of the respective decision, the entity carrying out the inspection, surveillance or control may, on its own initiative or at the request of an interested party, determine the origin of the right of withdrawal, when it establishes that the reimbursement substantially affects the common garment of the creditors.
PARAGRAFO. Without prejudice to the provision of liability of the collective partners, who exercise the right of withdrawal in the terms provided for in the law, they will respond in a subsidiary way and up to the amount of reimbursed, due to the social obligations incurred until the registration of the withdrawal in the Mercantile Register. Such liability shall cease after one year from the registration of the withdrawal in the Trade Register.
ARTICLE 17. SPECIAL RULES. It shall be ineffective for any stipulation that despoils the members of the right of withdrawal or modifies their exercise or makes it null and void. However, the waiver of the right of withdrawal will be valid, after the birth of the right of withdrawal. The waiver operates independently for each withdrawal causal.
The provisions of this recess law will not apply to the companies subject to the supervision and control of the Banking Superintendence.
PARTNER ASSEMBLY OR ASSEMBLY
ARTICLE 184. Any partner may be represented at the meetings of the Board of Members or Assembly by means of a written power, indicating the name of the proxy, the person in whom the proxy may be substituted, if applicable, the date or time of the meeting or meetings for which it is conferred and the other requirements laid down in the statutes.
The powers granted abroad will only require the formalities here.
ARTICLE 19. NON-IN-PERSON MEETINGS. Provided that this can be proved, there will be a meeting of the shareholders ' meeting, general assembly of shareholders or board of directors when by any means all the members or members can deliberate and decide simultaneous or successive communication. In the latter case, the succession of communications must occur immediately according to the means employed.
PARAGRAFO. 148 of Decree 19 of 2012 >
ARTICLE 20. ANOTHER MECHANISM FOR DECISION MAKING. The decisions of the maximum social organ or the board of directors shall be valid when in writing, all members or members express the meaning of their vote. In this event the respective majority will be computed on the total of the parts of interest, quotas or shares in circulation or of the members of the board of directors, as per the case. If the members or members have expressed their vote in separate documents, they shall be received within a maximum of one month from the first communication received.
The legal representative shall inform the members or members of the board of the meaning of the decision within five days of receipt of the documents in which the vote is expressed.
ARTICLE 21. ACTAS. In the cases referred to in the preceding 19 and 20 articles, the corresponding minutes shall be drawn up and settled in the respective book within thirty years. days following the one in which the agreement was concluded. The minutes shall be signed by the legal representative and the secretary of the company. In the absence of the latter, they shall be signed by one of the members or members.
PARAGRAFO. The decisions taken under Article 19 of this Act will be ineffective, when any of the partners or members do not participate in the simultaneous or successive communication. The same sanction shall apply to decisions taken in accordance with Article 20, where either of them does not express the meaning of their vote or exceeds the term of one month.
ARTICLE 22. Administrators. They are administrators, the legal representative, the liquidator, the factor, the board members or boards of directors and those who in accordance with the statutes exercise or hold such functions.
ARTICLE 23. ADMINISTRATORS ' DUTIES. Administrators must act in good faith, with loyalty and with the diligence of a good businessman. Their actions will be in the interest of society, taking into account the interests of their partners.
In compliance with your role administrators should:
1. Make the efforts conducive to the proper development of the social object.
2. Ensure strict compliance with statutory or statutory provisions.
3. Ensure that the tasks entrusted to the tax review are properly carried out.
4. Save and protect the commercial and industrial reserve of the society.
5. Refrain from misuse of inside information.
6. To give equal treatment to all partners and to respect the exercise of the right of inspection for all partners.
7. Refrain from participating in or by person in the interest of personal or third parties, in activities that involve competition with the company or in acts in respect of which there is a conflict of interest, except express authorization of the board of shareholders or general assembly of shareholders.
In such cases, the administrator will provide the relevant social body with all the information relevant to the decision making. The vote of the administrator, if any, shall be excluded from the respective determination. In any event, the approval of the shareholders ' meeting or general assembly of shareholders may be granted only where the act does not prejudice the interests of the company.
ARTICLE 200. The administrators shall respond in solidarity and in a limited way to the damage caused to the company, the partners or third parties by him or her.
They will not be subject to such responsibility, who have not been aware of the action or omission or have voted against it, as long as they do not execute it.
In cases of non-compliance or overstepping of their duties, violation of the law or of the statutes, the administrator's fault will be presumed.
Similarly will be presumed to blame when the administrators have proposed or executed the profit distribution decision in contravention of what is prescribed in Article 151 of the Code Trade and other rules on the matter. In such cases, the administrator will answer for the sums left to be distributed or distributed in excess and for the damage to which there is a place.
If the administrator is a legal person, the respective responsibility will be for the administrator and the legal representative.
The terms of the social contract that tend to absolve the directors of the responsibilities before them or to limit them to the amount of the rubberings that they have lent to exercise their positions will be taken for not written.
ARTICLE 25. SOCIAL ACTION OF RESPONSIBILITY. The social action of responsibility against the administrators corresponds to the company, after decision of the general assembly or the board of members, which may be adopted even if not on the order of the day. In this case, the call may be made by a number of partners representing at least twenty per cent of the shares, shares or parts of interest in which the share capital is divided.
The decision will be taken in half plus one of the shares, shares or parts of interest represented at the meeting and will involve the removal of the administrator.
However, when the decision is taken by the assembly or the board of members, the social action of liability will not be initiated within the following three months, it may be exercised by any administrator, the tax reviewer or by any other person. of the partners in the interest of society. In this case, creditors representing at least fifty percent of the external liability of the company may exercise social action provided that the assets of the company are not sufficient to satisfy their claims.
The provisions of this Article shall be without prejudice to the individual rights that correspond to the partners and to third parties.
ARRAYS AND SUBORDINATES
ARTICLE 260. A company shall be subordinated or controlled where its decision-making power is subject to the will of another person or other persons who shall be its parent or controller, either directly, in which case it is called a subsidiary or the contest or through the subordinate of the parent, in which case it shall be called a subsidiary.
ARTICLE 261. A company shall be subordinated when it is in one or more of the following cases:
1. Where more than fifty per cent (50%) of the capital belongs to the parent, either directly or through the competition of its subordinate, or of the subordinate of the latter. For this purpose, shares with a preferential and non-voting dividend shall not be counted.
2. Where the parent and the subordinate have jointly or separately the right to cast the votes of the minimum decision-making majority on the board of members or in the assembly, or have the number of votes necessary to elect the majority of the Member of the Board of Directors, if any.
3. Where the parent, directly or through the competition of the subordinate, in the event of an act or business with the controlled company or with its partners, has a dominant influence on the decisions of the administrative bodies of the society.
PARAGRAFO 1o. There shall also be subordination, for all legal purposes, when the control in accordance with the assumptions provided for in this Article is exercised by one or more natural or legal persons of non-corporate nature, either directly or through an intermediary or with the contest of entities in which they hold more than fifty per cent (50%) of the capital or set up the minimum majority for decision-making or exercise influence dominant in the direction or decision-making of the entity.
PARAGRAFO 2o. Likewise, a company is considered to be subordinate when the control is exercised by another company, through or through the contest of some or some of the entities mentioned in the previous paragraph.
ARTICLE 28. BUSINESS GROUP. There will be a business group when in addition to the link of subordination, there is between the entities unit of purpose and direction.
It is understood that there is unity of purpose and direction when the existence and activities of all entities pursue the achievement of a target determined by the parent or controller by virtue of the direction it exercises over the whole, without prejudice to the individual development of the social object or activity of each of them.
It will be up to the Superintendency of Companies, or in their case to that of Securities or Banking, to determine the existence of the business group when there is disagreement about the assumptions that originate it.
ARTICLE 29. SPECIAL REPORT. In the case of a business group, both the managers of the controlled companies and those of the controller shall submit a special report to the assembly or a board of members, in which the intensity of the the economic relations between the controller or its subsidiaries or subsidiaries with the respective controlled company.
This report, which shall be submitted on the dates specified in the statutes or the law for ordinary meetings, shall, at least, account for the following:
1. The most important transactions concluded during the respective financial year, directly or indirectly, between the controller or its subsidiaries or subsidiaries with the respective controlled company.
2. The most important transactions concluded during the respective year, between the controlled company and other entities, by influence or in the interest of the controller, as well as the most important transactions concluded during the financial year respective, between the controlling company and other entities, in the interest of the controlled entity, and
3. Decisions of greater importance than controlled society have taken or ceased to take for influence or in the interest of the controlling society, as well as decisions of greater importance than the controlling society, has taken or ceased to take in the interest of controlled society;
The Superintendence of Companies, or in its case the Securities or Banking, may at any time, at the request of the interested party, verify the veracity of the content of the special report and, if applicable, adopt the measures that are relevant.
ARTICLE 30. OBLIGATION TO ENROLL IN THE BUSINESS REGISTER. When in accordance with the provisions of Articles 260 and 261 of the Trade Code, it is configured a control situation, the controlling company shall record it in a private document which shall contain the name, address, nationality and activity of the related parties, as well as the budget giving rise to the control situation. This document must be submitted for registration in the trade register corresponding to the division of each of the related companies within 30 days of the configuration of the control situation.
If the time limit referred to in the foregoing paragraph has expired, the registration referred to in this article, the Superintendence of Societies, or in its case the Securities or Banking case, of its own motion or at the request of any interested party, has not been effected. declare the status of connection and order the registration in the Register of Trade, without prejudice to the imposition of the fines to be imposed by that omission.
In cases where the assumptions are given for the business group to exist, this provision will apply. However, the requirement for the registration of the business group in the business register will not be necessary for the registration of the control situation between the companies that make it up.
PARAGRAFO 1o. The Chambers of Commerce shall be required to record in the certificate of existence and legal representation the quality of the parent or subordinate that has the society as well as its binding to a group in accordance with the criteria laid down in this Law.
PARAGRAFO 2o. Any modification of the control situation or group will be entered in the Mercantile Register. Where such a requirement is omitted, the State entity exercising the inspection, surveillance or control of any of the related parties may, in the terms indicated in this Article, order the corresponding registration.
ARTICLE 31. VERIFICATION OF SUBORDINATE COMPANY OPERATIONS. Article 265 of the Trade Code shall remain as follows:
ARTICLE 265. The respective inspection, surveillance or control bodies may verify the reality of the operations to be carried out between a company and its related companies. In the event of verifying the reality of such operations or their conclusion under conditions which are considerably different from normal market conditions, to the detriment of the State, the partners or third parties, they shall impose fines and, if necessary, order the suspension of such operations. The above, without prejudice to the actions of partners and third parties, to the effect of obtaining the corresponding compensation.
ARTICLE 262. Subordinate companies may not have any title, interest, shares or shares in the companies that direct or control them. The businesses that take place will be ineffective, contrary to the provisions of this article.
ARTICLE 33. PAYMENT OF THE DIVIDEND ON SHARES OR SHARES. Article 455 of the Trade Code is added to the following paragraph:
PARAGRAFO. In any case, when a control situation is configured in the terms provided for in the law, only the dividend in shares or shares released from the same company, to the partners that are the same, can be paid. accept.
ARTICLE 34. OBLIGATION TO PREPARE AND DISSEMINATE FINANCIAL STATEMENTS. At the end of each social year and at least once a year, on 31 December, companies must cut their accounts and prepare and disseminate general purpose financial statements, duly certified. Such states shall be disseminated together with the relevant professional opinion, if it exists.
The National Government may establish cases in which the preparation and dissemination of abbreviated general purpose financial statements is admissible in the attention of the volume of assets or income.
Government entities carrying out inspection, surveillance or control may require the preparation and dissemination of financial statements for intermediate periods. These states will be suitable for all purposes, except for the distribution of profits.
ARTICLE 35. CONSOLIDATED FINANCIAL STATEMENTS. The controlling parent, in addition to preparing and submitting individual general purpose financial statements, must prepare and disseminate consolidated general purpose financial statements, which present the financial, results of operations, changes in assets, as well as cash flows of the parent or controller and its underlings or overpowered, as if they were those of a single entity.
Consolidated general purpose financial statements must be submitted to the competent authority for approval or approval.
Subordinated investments must be accounted for in the books of the parent or controller by the equity method.
ARTICLE 36. NOTES TO THE FINANCIAL STATES AND PREPARATION RULES. The financial statements will be accompanied by their notes, with which they make up an indivisible whole. Financial statements and their notes shall be prepared and presented in accordance with generally accepted accounting principles.
ARTICLE 37. CERTIFIED FINANCIAL STATEMENTS. The legal representative and the public accountant under whose responsibility the financial statements have been prepared shall certify those that are made available to the associates or third parties. The certification consists in stating that the statements contained in them have been previously verified, in accordance with the regulations, and that they have been faithfully taken from the books.
ARTICLE 38. FINANCIAL STATEMENTS DELIVERED. Those certified financial statements which are accompanied by the professional opinion of the tax reviewer or, in the absence thereof, of the independent public accountant who have examined them in accordance with the with the generally accepted auditing standards.
These states must be subscribed by that professional, putting the expression "see the attached opinion" or another similar. The meaning and scope of his signature will be the one indicated in the corresponding opinion, that will contain at least the manifestations demanded by the regulation.
When financial statements are presented in conjunction with the management report of the administrators, the independent public accountant or tax reviewer shall include in their report their opinion of whether or not they exist. agreement.
ARTICLE 39. AUTHENTICITY OF THE FINANCIAL STATEMENTS AND OPINIONS. Unless otherwise proved, the certified financial statements and the corresponding opinions shall be presumed to be authentic.
ARTICLE 40. A CORRECTION OF FINANCIAL STATEMENTS. Government entities that exercise inspection, surveillance or control may order to rectify financial statements or notes that do not conform to legal standards.
In the case of end-of-year financial statements, the corrections shall affect the period under review, provided that it is notified within the month following the date on which they were presented in full to the respective financial statements. authority. After that period the corrections shall be recognised in the current financial year.
The corrections will be made known when the respective financial statements are disseminated and, in any case, in the form and time limit determined by the respective governmental entity.
The rectification order shall only have an effect when the government entity carrying out the inspection, surveillance or control has expressly resolved the resources to which it has taken place, if they were brought in.
ARTICLE 41. ADVERTISEMENT OF THE FINANCIAL STATES. Within the month following the date on which they are approved, a copy of the general purpose financial statements shall be deposited together with their notes and the corresponding opinion, if any, in the Chamber. Trade in the registered office. It will issue copies of such documents to those who request it and pay the corresponding costs.
However, government entities carrying out the inspection, surveillance or control may establish cases in which no deposit is required or an additional means of advertising is required. They may also order the advertising of intermediate financial statements.
The Chamber of Commerce must, by any means, keep the documents mentioned in this article for the term of five years.
150 of Decree 19 of 2012. The new text is as follows: > When the financial statements are deposited in the Superintendence of Societies, they will not have to be deposited in the chambers of commerce. The Superintendence of Societies will ensure the necessary mechanisms to guarantee access to information that does not have a reserved character. The Chamber of Commerce shall, by any means, keep the documents referred to in this Article for the term of five years.
ARTICLE 42. ABSENCE OF FINANCIAL STATEMENTS. Without prejudice to the penalties to be imposed, where a company has no right to refrain from preparing or disseminating financial statements, the third parties may submit any other means of proof accepted by law.
Administrators and the tax reviewer shall be liable for any damages caused to the company, to the partners or to third parties for the non-preparation or dissemination of the financial statements.
ARTICLE 43. CRIMINAL LIABILITY. Without prejudice to other rules, they will be punished with imprisonment of one to six years, who knowingly:
1. Provide data to the authorities or issue constances or certifications contrary to reality.
2. Order, tolerate, make or cover up untruths in the financial statements or in your notes.