363 OF 1997
Official Journal No. 42,988 of 24 February 1997
By means of which the Law number 132 of 1994, organic statute of the livestock funds is reformed.
THE CONGRESS OF COLOMBIA,
ARTICLE 1o. DEFINITION. It is Cattlemen's funds, the mixed-economy companies formed or that will become a contribution of the nation, the territorial entities or the decentralized entities of any order and private capital.
PARAGRAFO. The Cattlemen's Funds may be Limited Companies of Private Economy as long as they conform to the policies established by the Ministry of Agriculture and Rural Development in the field of livestock development, as provided for in this Law.
ARTICLE 2o. SOCIAL OBJECT. The main social object of the Livestock Funds is the promotion, improvement and sustainability of the agricultural sector.
In compliance with their social object, the Cattlemen's Funds may develop directly or through association with third parties, national or foreign, activities of production, industrialization, marketing, distribution and financing of agricultural goods and services; research and technology transfer programmes and in general all activities directly or indirectly related to their main social object or which are complementary to the same or necessary; or suitable for the development of their normal activities.
PARAGRAFO 1o. The Cattlemen's Funds shall allocate a minimum of 70% (70%) of their assets to livestock activity and at least fifty per cent (50%) of their livestock herd shall be represented in livestock breeding. Of this fifty per cent (50%) at least thirty per cent (30%) must be represented in contracts of livestock in participation with small and medium-sized independent farmers or who are affiliated with Community or Community undertakings. production cooperatives.
ARTICLE 3o. AGRICULTURAL PROMOTION CREDIT. 3 of Law 1094 of 2006 >
ARTICLE 4. CAPITAL. The capital of the Livestock Funds of the Mixed Economy, will be made up of contributions from the public and private entities, represented in two classes of actions of a nominative character:
Class A shares: That represent the contributions of public law entities.
Class B Actions: That represent the contributions of people in private law, who may be legal or natural.
PARAGRAFO 1o. The subscription value of the shares of the Cattlemen's Funds may in no case be less than the intrinsic value of the shares at 31 December of the year immediately preceding the date of issue, Agreement with certification of the Fiscal Reviewer of the respective fund.
PARAGRAFO 2o. The actions of the livestock funds will be freely negotiable. However, the sale of class "A" shares must be done by the following procedure:
1. In accordance with Article 60 of the Constitution, the entity governed by public law, will offer its workers and workers 'and workers' organizations access to the property to the value of the The intrinsic value of the action certified by the Fiscal Reviewer at 31 December of the year immediately preceding it.
2. If all or part of the shares are not traded in the initial offer within sixty (60) days, they may be placed on the stock exchanges for sale at the intrinsic value of the action certified by the Fiscal Reviewer at 31 December. of December of the year immediately preceding.
3. In the case of remaining shares, the entity governed by public law, which seeks to dispose of such shares, shall determine by means of a company specializing in the matter the commercial price of the stock.
4. Once the commercial price has been determined, the public right entity will proceed to carry out the system of offers set out in the numerals 1 and 2 of this article.
The public law entity that intends to sell its shares will be able to qualify potential buyers. Likewise, the sale of shares of the "B" class must be made by public offering on stock exchange, when the stock package for sale exceeds five (5%) percent of the subscribed capital and paid to the respective Livestock Fund.
PARAGRAFO 3o. Actions acquired by individuals or by public law entities, will become one or the other depending on the sector to which the new holder of the action belongs.
PARAGRAFO 4o. The Cattlemen's Funds may have privileged shares, without the right to vote in accordance with the regulations established in the Code of Commerce and the General Assemblies of Shareholders.
ARTICLE 5o. BOARDS OF DIRECTORS. The Boards of Directors of the Cattlemen's Funds shall be composed of five members with their respective personal alternates, in which the shareholders of classes A and B shall be represented according to the participation of the share of each sector in the share capital.
For its conformation, this will be done: The number of management members will be determined in advance to choose each sector by means of the electoral quota system on the total subscribed shares.
The election of the Board of Directors will be held in the same General Assembly of Shareholders, for two (2) years and with the implementation of the electoral system. For the purpose, separate elections shall be held for the representatives of the actions of the class "A" and the actions of the class "B". The shareholders of class A shall not have any intervention in the elections of the representatives of the class B, nor vice versa.
ARTICLE 6o. LEGAL REPRESENTATION AND DIRECTION OF FUNDS. The Funds shall have a Manager with one or more alternates elected by the Board of Directors, for a period of two (2) years, and may be re-elected without prejudice to their free removal in any time, in accordance with the provisions in force on this matter.
The Manager will be the legal representative of the Fund and will be in charge of the management and administration of the social business.
ARTICLE 7o. INCOMPATIBILITIES AND INABILITIES. The members of the Board of Directors, their spouses or permanent companions; the Manager, their spouses or permanent companions, their relatives within the fourth degree of consanguinity, second degree of affinity, the sole civil and other employees of the Cattlemen's Funds, may not, during the performance of their duties, provide their professional services to the respective Fund, nor shall they carry out any contract with the assets of the Company or for any person managing through this own or outside business, except for contracts of mutual interest of the employment relationship, are approved by the Board of Directors.
This ban will be extended during the year following which they ceased to belong to the Fund. Likewise, the members of the Board of Directors may not be permanent spouses or companions (as) among themselves, nor be they within the fourth degree of consanguinity, second of affinity or only civil.
You will also not be able to have the previous links with the Manager, nor with the employees of the entity.
PARAGRAFO. The incompatibilities and incompatibilities that are presented as a result of the kinship will give rise to modify the last election, and if with it a line of the Board of Directors will remain vacant, the Assembly will be convened to carry out the relevant elections, for the term missing to complete the relevant period.
ARTICLE 8o. SANTIONS. The members of the Board of Directors and the Managers who, in the performance of their duties, hold or authorize contracts with persons who are disabled in accordance with this law shall be sanctioned by the entity exercising their functions. inspection, control and surveillance in accordance with article 15 of this Law.
PARAGRAFO. The Manager or officials of the respective Fund that exert pressure for the collection of powers in the Shareholders ' Assemblies, will be a cause of misconduct punishable by dismissal.
ARTICLE 9o. VOTING RIGHTS IN THE ASSEMBLIES. In the deliberations of the General Assembly of Shareholders, both the shareholders of Class A, and those of Class B, shall represent only shares of their own class, and the voting shall not apply to the restriction to vote.
ARTICLE 10. Profit-sharing. The profits obtained by the cattlemen's funds, once the reserves of a legal, statutory, special and voluntary nature have been made, will be distributed among the shareholders without distinction of class, in accordance with the provisions of the Trade Code and the Statute of the Company. The profits of the shares of the class "A", which are the property of the Nation and its entities, may be capitalised in shares of the same class, unless otherwise provided by the Conpes.
The dividend may be paid in the form of shares released from the same company if the Assembly so provides, with the favorable vote of eighty percent (80%) of the actions represented at the meeting. In the absence of such a majority, only such shares may be delivered in the form of a dividend to the shareholders who accept them.
ARTICLE 11. INVESTMENTS. The Livestock Funds may acquire or construct buildings for the development of their activities.
Where no investment directly related to its social object is undertaken, the funds may invest up to 20% of their assets in legal persons which are constituted or which are constituted for such purposes.
20% of this article will have to be invested exclusively in livestock infrastructure.
PARAGRAFO. These investments must be authorized by the Board of the Fund and may not affect the normal development of the activities contemplated in its purpose and the rules of a sound financial and administrative policy.
ARTICLE 12. REPURCHASE OF SHARES. The Cattlemen's Funds may reacquire their own shares in the case of preventing losses due to debts acquired in good faith, for which the approval of the Board of Directors should be counted. In any event, within 12 months of their reacquisition, they shall proceed to the end of the acquisition or to reduce their capital to the extent of their nominal value. Likewise, they will be able to reacquire their own shares, if the General Assembly of Shareholders so provides, with the favorable vote of no less than seventy percent (70%) of the actions represented.
PARAGRAFO. The Livestock Funds may reacquire their own shares for a value equivalent to the commercial value in force at the date of the respective transaction. If the shares are listed on the Stock Exchange, their value will be determined by the stock market.
ARTICLE 13. CONTRACTS OF LIVESTOCK IN PARTICIPATION. The exploitation of livestock by the Cattlemen's Funds with third parties, shall be called contracts of livestock in participation. These must be written in private documents, which must be subject to the provisions laid down by the Ministry of Agriculture and after approval by this Ministry of the model of the contract. By way of general, the agency will determine the costs and deductible expenses of the contract. Profit-sharing will always be based on production. From the profits that correspond to the depositary, shares will be delivered to intrinsic value, but in no case can this exceed five (5%) percent of its profits.
ARTICLE 14. "MOVING TOWARD". The Cattlemen's Funds will establish systems to capitalize on the higher value of the earned-income earned on the basis of the calculation of the comprehensive inflation adjustments. As a result, livestock funds are not obliged to use other reserves for such capitalization processes.
ARTICLE 15. INSPECTION, SURVEILLANCE AND CONTROL. Starting from 1o. From January 1998, the Livestock Funds will be subject to the inspection, control and surveillance of the Banking Superintendence, in the terms of Decree 663 of 1993 and the rules that reform it or additionen. To this end, the National Government is empowered to bring forward the modifications to the organic structure of the Banking Superintendence that are necessary to assume the new responsibilities.
Until that date, they will continue under the supervision of the Superintendence of Societies.
PARAGRAFO. For a fund to access the supervision of the Banking Superintendence, it must be organized in the terms of Decree 663 of 1993, comply with the minimum requirements that the Banking Superintendence will issue, and submit to the contributions set forth in the numeral 4 article 337 of the same Decree. Those Funds that do not meet the minimum requirements will continue under the supervision of the Superintendence of Societies.
ARTICLE 16. THE TAX REVIEWER. The financial and accounting control of the Cattlemen's Funds, whatever their order, will be exercised by a fiscal reviewer, freely chosen by the General Assembly of Shareholders for a period of two (2) years, without prejudice to their free removal at any time, in accordance with the general provisions on this matter.
ARTICLE 17. POLICY OF THE MINISTRY OF AGRICULTURE AND RURAL DEVELOPMENT. The Livestock Funds will develop in their social object the plans and programs that the Ministry of Agriculture and Rural Development will establish in relation to these entities.
In addition, the Livestock Funds will provide the necessary information for the implementation of the agricultural policies that the Ministry of Agriculture and Rural Development has designed.
ARTICLE 18. Financial support small and medium-sized livestock production (ICG). Create the incentive for small and medium livestock production, to which every natural or legal person who is small or medium-farmer and depository of the Cattlemen's Funds will have the right, present specific investment projects for the breeding activity. These projects must be in accordance with the terms and conditions established by the National Agricultural Credit Commission, based on the policies designed by the Ministry of Agriculture and Rural Development.
PARAGRAFO 1o. For a Livestock Fund to be able to grant the ICG, it must have a minimum inventory of four thousand (4,000) cattle. This certification shall be issued by the respective Technical Director and the Fiscal Reviewer.
ARTICLE 19. NATURE AND FORM OF THE INCENTIVE. The ICG, will be a title value that incorporates a personal right, which will be issued by Finagro and in turn the Cattlemen's Funds will return directly to this entity.
ARTICLE 20. AMOUNT OF INCENTIVE. The National Agricultural Credit Commission will establish the amounts, conditions and modalities of the ICG, but in no case exceed forty (40%) percent of the respective value of the small and medium-sized project. cattle.
PARAGRAFO. In any case, the ICG will be assigned by Finagro through the Cattlemen's Funds.
ARTICLE 21. RESOURCES FOR THE ICG. The National Government will carry out the necessary appropriations and budgetary operations to allocate the resources that are required for the full operation of the ICG. These resources will be administered by Finagro in accordance with the annual programming adopted by the National Agricultural Credit Commission.
ARTICLE 22. DURATION OF THE COMPANY. To access the tax benefits established by the Law, the statutory period of duration of the Cattlemen's Funds may not be less than 25 years, counted from the date of its constitution, for those who are (a) shall be subject to the validity of this Law. For the Cattlemen's Funds, which are already established at the time of the entry into force of this Law, the duration of the funds must be extended to at least 31 December 2020. In the latter case, the Cattlemen will have until 30 June 1997 to adjust their statutes in this field.
ARTICLE 23. For the relevant effects provided for in this Law, the national representation of the Cattlemen's Funds will be in the head of the National Federation of Livestock Funds "Fedefunds".
ARTICLE 24. REPEAL. This Law repeals provisions that are contrary to it and in particular Law 132 of 1994. Likewise, Article 29 of Decree 245 of 1995 was repealed. As a result, the Colombian Veterinary Products Company, Vecol S.A., will continue with a state shareholding.
ARTICLE 25. VALIDITY. This Law governs from the date of their issue.
The President of the honorable Senate of the Republic,
LUIS FERNANDO LONDONO CAPURRO.
The Secretary General of the honorable Senate of the Republic,
PEDRO PUMAREJO VEGA.
The Representative of the honourable House of Representatives,
GIOVANNI LAMBOGLIA MAZZILLI.
The Secretary General of the honorable House of Representatives,
DIEGO VIVAS TAFUR.
REPUBLIC OF COLOMBIA-NATIONAL GOVERNMENT.
Publish and execute.
Dada en Santa Fe de Bogota, D.C., a 19 de febrero de 1997.
ERNESTO SAMPER PIZANO.
The Minister of Finance,
JOSE ANTONIO OCAMPO GAVIRIA.
The Minister of Agriculture,
CECILIA LOPEZ MONTANO.