ACT 363 OF 1997
Official Gazette No. 42988 of February 24, 1997
By which Law No. 132 of 1994, organic statute of livestock funds reform. Summary
CONGRESS OF COLOMBIA DECREES
ARTICLE 1o. DEFINITION. Funds Ranchers are mixed economy companies established or those that become established with contributions of the nation, territorial entities or decentralized entities of any order and private equity.
PARÁGRAFO. Ranchers Funds may be privately Corporations always Economy and they conform to the policies established by the Ministry of Agriculture and Rural Development on livestock development, in accordance with the provisions of this Act.
. SOCIAL OBJECT. The main object of Livestock Fund is the promotion, improvement and sustainability of the agricultural sector.
In accordance with its corporate purpose, the Cattlemen Funds may develop directly or through partnership with third parties, domestic or foreign, activities of production, processing, marketing, distribution and financing of agricultural goods and services; research programs and technology transfer and in general all activities related directly or indirectly to its corporate purpose or are complementary thereof or necessary or convenient for the development of normal activities. PARAGRAPH 1.
. Cattlemen Funds allocated a minimum of seventy percent (70%) of its assets to livestock activity and at least fifty percent (50%) of its herd must be represented in cattle breeding. This fifty percent (50%) at least thirty percent (30%) must be represented in venture won contracts with small and medium independent farmers or are affiliated to Community companies or production cooperatives.
ARTICLE 3. AGRICULTURAL DEVELOPMENT CREDIT. Effective Notes
ARTICLE 4. CAPITAL. The capital of the Cattlemen Funds Mixed Economy, will consist of contributions from public law entities and individuals, represented in two classes of shares namely nominative character:
shares Class A: They represent the contributions of the public law entities. Effective Jurisprudence
Shares Class B: They represent the contributions of private law, which may be legal or natural. PARAGRAPH 1.
. The subscription of the shares of the Funds Ranchers may not be less in any case the intrinsic value thereof as of December immediately preceding the date of issuance, according to Auditor certification year 31 of the respective fund. PARAGRAPH 2.
. Shares of livestock funds will be freely negotiable. However, the sale of shares of class "A" should be made by the following procedure:
1. Under Article 60 of the Constitution the public law entity, will offer its workers and solidarity and workers' organizations, access to such property to the certificate by the Auditor to December of the previous year 31 intrinsic value of the stock.
2. If all or part of the shares are not traded on the initial offer within a period of sixty (60) days, they may be placed on the stock market for sale to the intrinsic value of the share certificate by the Auditor 31 December of the previous year.
3. If shares remain without being sold, the public entity that intends to dispose of such shares shall be determined by a skilled in the art commercial company share price.
4. Once determined the market price, the public entity shall carry out the bidding system established in paragraphs 1 and 2 of this article.
The public entity that intends to dispose of its shares may qualify potential buyers. Likewise, the sale of shares of the Class "B" should be made through a public offering on the stock exchange, when the stake sale exceed five (5%) percent of the subscribed capital and paid to the respective Livestock Fund. Effective Jurisprudence
. Shares acquired by individuals or entities of public law, shall become of one kind or another depending on the sector to which it belongs the new holder of the share.
PARÁGRAFO 4o. Ranchers Funds can count on privileged shares without voting rights in accordance with the regulations set forth in the Code of Commerce and the General Shareholders' Meetings.
The 5th ITEM. BOARDS. The Boards of Directors of Livestock Funds shall be composed of five members with personal alternates, in which will be represented shareholders of A and B classes according to the shareholding of each sector in the capital.
For its conformation will proceed as follows: the number of board members to be elected to each sector by the electoral quotient system of total subscribed shares were previously determined.
The election of Board of Directors will take place at the same General Meeting of Shareholders, for two (2) years and implementation of electoral quotient system. For this purpose separate elections of the representatives of the shares of "A" class shares and class "B" will be performed. Shareholders of "A" class will have no involvement in the election of the representatives of the Class "B" or vice versa.
ARTICLE 6o. 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 and may be reappointed without prejudice to their free removal at any time, in accordance with the existing provisions on the subject.
The Manager shall be the legal representative of the Fund and will be responsible for the management and administration of corporate business.
ARTICLE 7. Incompatibilities and disqualifications. Members of the Board, its permanent spouses or partners (as); Manager, their spouses or partners (as) permanent, his relatives within the fourth degree of consanguinity, affinity, only civil and other employees of the Cattlemen Funds may not, in the exercise of functions provide professional services to the respective Fund nor do alone or through an intermediary any contract with the assets of the Company, or managed by it own or other businesses, except the loan agreements that during the employment relationship, are approved by the Board.
This prohibition will extend over the next year which ceased to belong to the Fund. Also the members of the Board, may not be spouses or partners (as) permanent each other or be within the fourth degree of consanguinity, affinity or civil.
You also may have previous ties to the Manager, nor employees of the entity.
PARÁGRAFO. The inabilities and incompatibilities that arise because of the relationship will lead to changes in the last election, and if that becomes vacant one row of the Board, will proceed to convene the Assembly to make appropriate choices for the term remaining to complete the corresponding period.
Article 8. SANCTIONS. The members of the Board of Directors and Managers in the exercise of their functions held or authorize contracts with persons who are disqualified under this Act shall be sanctioned by the entity engaged in inspection, control and surveillance in accordance with Article 15 this Act.
PARÁGRAFO. The manager or the respective Fund officials exert pressure for the collection of powers in the Shareholders, shall be grounds for misconduct punishable by dismissal.
Article 9. VOTING RIGHTS IN THE BOARDS. In the deliberations of the General Assembly of Shareholders, both shareholders of class A, such as class B shares represent only their own kind, and in the voting restriction shall not apply to vote.
ARTICLE 10. PROFIT SHARING. Utilities that farmers obtain funds, once made legal reserves, statutory, special and voluntary nature, will be distributed among the shareholders regardless of class, in accordance with the provisions of the Commercial Code and Articles of Association. Earnings of shares of "A", owned by the Nation and its entities, class may be capitalized in shares of the same class, unless otherwise made by the Conpes.
May be paid the dividend in the form of bonus shares in the same company if provided the Assembly with the favorable vote of eighty percent (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 11. INVESTMENT. Ranchers Funds may acquire or build property development activities.
When not directly related to its corporate purpose investments are undertaken, the funds may invest up to 20% of its assets in legal entities that are established or to be established for such purposes.
20% referred to in this article must invest exclusively in livestock infrastructure.
PARÁGRAFO. These investments must be approved by the Board of the Fund and may not affect the normal development of the activities covered by its purpose and the rules of sound financial and administrative policy.
buyback. Ranchers Funds may buy back their own shares in the case of preventing losses debts acquired in good faith, to which should be counted with the approval of the Board. In any case, within its reacquisition twelve months should proceed to dispose of them or decrease their capital to the extent of their nominal value. Likewise, they may buy back their own shares, if so required by the General Shareholders Meeting, with the favorable vote of not less than seventy percent (70%) of the shares represented.
PARÁGRAFO. Ranchers Funds may repurchase its own shares for a value equivalent to the commercial effect on the date of the respective operation. If the shares are registered in Stock Exchange, its value will be determined by the stock market.
ARTICLE 13. CONTRACTS WON IN PARTICIPATION. Cattle exploitation carried out by farmers Funds with third parties, livestock contracts denominated in participation. 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 of the model contract. Also, by general said body assesses the costs and deductible expenses of the contract. Profit sharing will always be made based on production. Of the profits that correspond to compulsorily depositary shares to be delivered intrinsic value, but in no case it shall exceed five (5%) percent of its profits.
ARTICLE 14. REPLACEMENT
livestock. Funds Cattlemen establish systems to capitalize on the higher value of the won allocated for inflation based on the calculation of adjustments for inflation. Consequently farmers funds are not obliged to use other reserves for such capitalization processes.
ARTICLE 15. INSPECTION, MONITORING AND CONTROL. As of 1. January 1998, the Cattlemen Funds will be subject to inspection, control and surveillance of the Banking Superintendency, under the terms of Decree 663 of 1993 and the rules are rebuilding or add. To this end, the Government is empowered to advance changes to the organizational structure of the Banking Superintendency may be necessary to assume the new responsibilities.
Until that date, they will continue under the supervision of the Superintendency of Companies.
PARÁGRAFO. For a background access the surveillance of the Banking Superintendency, should be organized under the terms of Decree 663 of 1993 comply with the minimum requirements issued by the Banking Superintendency, and subject to the system of contributions set out in paragraph 4 Article 337 of the same Decree. Those funds that do not meet the minimum requirements, will continue under the supervision of the Superintendency of Companies.
ARTICLE 16. STATUTORY AUDITOR. The financial and accounting control of livestock funds, whatever their order, shall be exercised by a tax inspector, 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.
ARTICLE 17. POLICY OF THE MINISTRY OF AGRICULTURE AND RURAL DEVELOPMENT. Funds Cattlemen develop within its corporate purpose plans and programs relating to these entities designed and established by the Ministry of Agriculture and Rural Development.
Also, the Cattlemen Funds provide the information necessary for the performance of agricultural policies to design the Ministry of Agriculture and Rural Development.
ARTICLE 18. FINANCING. Incentives for small and medium livestock production (ICG). Create the incentive for small and medium livestock production, which entitled any natural or legal person being small or medium livestock and trustee of the Funds Ranchers, this specific investment projects for breeding activity. These projects must be in accordance with the terms and conditions in this regard established the National Agricultural Credit Commission, based on policies designed by the Ministry of Agriculture and Rural Development. PARAGRAPH 1.
. Livestock Fund for a grant to the ICG, you must have a minimum inventory of four thousand (4,000) heads of cattle. This certification shall be issued by the respective Technical Director and the Auditor.
ARTICLE 19. NATURE AND FORM OF INCENTIVE. The ICG is a security that incorporates a personal right, which will be issued by Finagro and in turn Cattlemen Funds redescontarán directly to this entity.
ARTICLE 20. AMOUNT OF INCENTIVE. The National Agricultural Credit Commission set the amounts, terms and conditions of ICG, but in any case exceed forty (40%) percent of the respective value of the project of small and medium livestock breeding.
PARÁGRAFO. In any case, the ICG will be assigned by Finagro through the Cattlemen Funds.
ARTICLE 21. RESOURCES FOR ICG. The National Government will make budgetary appropriations and operations necessary to allocate the resources required for the full operation of the ICG. by Finagro under these resources they will be managed with the annual program adopted by the National Agricultural Credit Commission.
ARTICLE 22. DURATION OF THE COMPANY. To access the tax benefits established by law, the statutory term of the Cattlemen Fund may not be less than 25 years counted from the date of its constitution, to those created after the effective date of the this Law. for Ranchers Funds already established at the time of entry into force of this Act, the duration thereof shall extend at least until 31 December 2020. in the latter case, the Funds will have Ranchers deadline until 30 June 1997 to adapt their laws in this area.
ARTICLE 23. For relevant purposes provided in this Act, the National Cattlemen representation of Funds, will be at the head of the National Federation of Ranchers Funds "Fedefondos". Effective Jurisprudence
ARTICLE 24. REPEAL. This Act repeals the provisions that are contrary and especially Law 132 of 1994 also repeals Article 29 of Decree 245 of 1995. Accordingly Empresa Colombiana SA Veterinary Vecol continue with a state shareholding.
ARTICLE 25. EFFECTIVE DATE. This Law governs from the date of issue.
The honorable president of the Senate,
LUIS FERNANDO LONDOÑO CAPURRO.
The Secretary General of the honorable Senate,
PUMAREJO PEDRO VEGA.
The Representative of the honorable House of Representatives,
GIOVANNI LAMBOGLIA MAZZILLI.
The Secretary General of the honorable House of Representatives, DIEGO VIVAS
REPUBLIC OF COLOMBIA - NATIONAL GOVERNMENT.
Published and execute.
Given in Santa Fe de Bogota, DC, on 19 February 1997.
Ernesto Samper Pizano.
The Minister of Finance, JOSÉ ANTONIO OCAMPO
The Minister of Agriculture,
Cecilia López Montaño.