550 DE 1999

(December 30)

Official Journal No. 43,940 of March 19, 2000

922, 2004. View article 126 of Law 1116 of 2006 >

THE CONGRESS OF COLOMBIA,

For which a regime is established that promotes and facilitates the business reactivation and restructuring of the territorial entities to ensure the social function of the enterprises and to achieve the harmonious development of the regions and provisions are made to harmonize the legal regime in force with the rules of this law.

DECRETA:

TITLE I.

PURPOSES AND SCOPES OF THE INTERVENTION

ARTICLE 1o. LAW OF ENFORCEMENT OF LAW. This law applies to any company that operates permanently in the national territory, performed by any type of person legal, national or foreign, of a private, public or " mixed economy, with the exception of those monitored by the Superintendency of Solidarity Economy that exercise financial and savings and credit activities, of those monitored by the Banking Superintendency, the Stock Exchanges and the intermediaries of securities entered in the National Register of Securities and Intermediaries subject to the supervision of the Superintendence of Values.

For the purposes of this law, business activity shall correspond to acts and operations provided for in Articles 20 of the Trade Code, 5 of Law 256 of 1996, 11 of the Organic Statute of the Financial System, and in Article second, literal b), of Law 527 of 1999; it will not have to be carried out by establishments of commerce; the person to be organised shall be the employer; even if you do not have a merchant character.

This law will also apply to territorial entities, in accordance with the provisions of Title V thereof, and branches of foreign companies that carry out permanent activities in Colombia.

2 of Law 922 of 2004. The new text is as follows: > 125 of Law 1116 of 2006 changed the sponsoring entity, underlined, of the restructuring agreements that the public universities subscribe, see Notes of Vigencia > This law will also apply to the universities State of national or territorial order, which may be held by the rector, prior to the authorization of the University Superior Council in the exercise of university autonomy, the restructuring agreement in the terms of the Title V of this law. The promoter of the restructuring agreements to be signed with the Public Universities will be the Ministry of Finance and Public Credit.

PARAGRAFO 1. Companies developed by contracts or assets that do not have the effect of legal personification are not covered by this law separately or independently of the respective or respective employers.

PARAGRAFO 2. For the purposes of this law, public or mixed-economy legal persons, industrial and commercial enterprises of the State, and mixed-economy societies and other forms of association with personality that aims at the development of business activities, in which the state contribution through the Nation, the territorial entities or the decentralized entities is equal to or greater than fifty percent. (50%) of the total subscribed and paid capital. The foregoing without prejudice to the application to any entity of the territorial order of the special rules provided for in Title V of this Law.

PARAGRAFO 3o. 46 of the 2000 590 Act. The new text is as follows: > Concordatary agreements concluded between a natural trader, duly registered in the trade register, and his creditors, which are approved by the civil judge of the competent circuit, According to Law 222 of 1995, they will have the legal effects provided for in article 34 of Law 550 of 1999 and, in general, will give rise to the application of all the relevant laws and regulations to undertakings in whose favour a restructuring agreement has been concluded, including the tax and labour-related provisions, only in respect of obligations and acts of the trader relating to their business or trade undertakings, and contracted or executed to ensure compliance with obligations (a) the development of such activities.

ARTICLE 2. PURPOSE OF STATE INTERVENTION IN THE ECONOMY. The State shall intervene in the economy in accordance with the mandates of this Law, within the framework of the provisions of Articles 334 and href="policy_constitution_1991_pr011.html#335"> 335 of the Political Constitution, for the following purposes:

1. Promote the reactivation of the economy and employment by restructuring companies belonging to the productive sectors of the economy, such as the agricultural, mining, manufacturing, industrial, commercial, the construction, the communications and the services.

2. Make the use of all resources linked to business more efficient.

3. Improve competitiveness and promote the social function of restructured sectors and enterprises.

4. Restore the payment capacity of companies so that they can adequately address their obligations.

5. To facilitate access to credit and to the rediscounting of credits in terms and conditions that allow the reactivation of the business sector.

6. Strengthen the management and internal control systems of companies.

7. To provide an optimal administrative, financial and accounting structure for restructured companies.

8. Ensure the quality, sufficiency and timeliness of information provided to partners or shareholders and third parties.

9. To encourage companies and their employees to agree on special and temporary work conditions to facilitate their reactivation and viability.

10. To facilitate the guarantee and payment of pension liabilities.

11. To establish an appropriate legal framework so that, without being subject to the current bankruptcy procedure in the area of concordatas, the restructuring of companies with agility, equity and legal certainty can be agreed.

ARTICLE 3. INSTRUMENTS OF STATE INTERVENTION. In order to obtain the purposes of the intervention, the State, through the National Government or the Inspection, Surveillance or Control entities, shall issue the decrees, orders and resolutions which, within the their respective competences, facilitate and encourage the development of this law, inter alia, in the following areas:

1. The negotiation and conclusion of restructuring agreements provided for in this law.

2. The capitalisation of liabilities.

3. The standardization of pension liabilities through mechanisms provided for in this law.

4. The concertation within each company of special temporary working conditions.

5. The subscription of capital and its payment.

6. Transparency and professionalism in the management of companies.

7. The use and reacquisition of operational goods delivered by the employer to its creditors.

8. The negotiation of debts contracted with any kind of private, mixed or public persons, including parafiscal debts and tax debts.

9. Investment in companies and the negotiation of the obligations arising from them.

10. The management and the obtaining of resources for the granting of credit to the companies.

ARTICLE 4. LIMITS TO ECONOMIC ACTIVITY. In accordance with the social function of the company enshrined in article 333 of the Political Constitution, economic intervention for reactivation It imposes on employers, the managers of companies and all internal and external creditors of companies the obligations set out in this law.

TITLE II.

OF RESTRUCTURING AGREEMENTS

CHAPTER I.

PROMOTING RESTRUCTURING AGREEMENTS

ARTICLE 5. RESTRUCTURING AGREEMENT. It is called the restructuring agreement which, in the terms of this law, is concluded in favour of one or more undertakings with the aim of correcting deficiencies in their capacity for operation. and to meet pecuniary obligations, so that such undertakings can recover within the time limit and under the conditions laid down therein.

The restructuring agreement must be stated in writing, it shall have the time limit laid down for its implementation, without prejudice to the special time limits for the attention of certain creditors, and to be agreed upon in the temporary labour agreement conventions provided for in this law.

For the application, promotion, negotiation and conclusion of a restructuring agreement, the employer and its creditors may act directly or through any kind of proxy, without requiring the intervention through lawyers. A single proxy may be simultaneously with several creditors.

ARTICLE 6. PROMOTION OF THE RESTRUCTURING AGREEMENTS. The restructuring agreements may be promoted at the written request of the legal representatives of the respective employer or employers, or of one or more creditors; or The Superintendents of Securities, of Public Services, of Transport, National Health, of Family Allowance, of Surveillance and Private Security, of Solidarity Economy and of Societies, in the case of businessmen or companies subject, respectively, to their surveillance or control, in accordance with the causals provided for in the rules in force.

In applications for promotion by the employer or creditor or creditors, the default in the payment for more than ninety (90) days of two (2) or more commercial obligations under development of the company, or the the existence of at least two (2) executive demands for the payment of commercial obligations. In any event, the cumulative value of the obligations in question must represent no less than 5% (5%) of the company's current liabilities.

The application for promotion by the employer shall be attached: the constancy of authorization of the competent body of the legal person, where it is required; the documentation referred to in Article 20 of this law; the constancy of having renewed the business registration of the employer, where there is a legal obligation to be registered; and a proposal of bases for the negotiation of the agreement, supported by the projections and cash flows from the case.

Employers or creditors who decide to request the promotion of the agreement must do so before the Superintendence that monitors or controls the respective employer or their activity; in the case of businessmen not subject to this class of State supervision, before the Superintendence of Societies, if they are branches of foreign companies with permanent activity in Colombia, or entrepreneurs with form of society and with principal domicile in the domicile of the regional tendencies of that Superintendence or in Santa Fe de Bogota, D. C.; in other cases, before the Chamber of Commerce with jurisdiction in the principal domicile of the respective employer, societarium or not.

The request or official promotion of a restructuring agreement of an employer who, in accordance with the second paragraph of Article first of this law, has the character of a public legal person or mixed economy, and is not subject to state supervision by any Superintendence, can only be presented or initiated in the Superintendence of Societies; in the case of an entity of the territorial level, and whatever the percentage public participation, the promotion will be exclusively for the Ministry of Hacienda y Crédito Público, in accordance with the provisions of Title V of this Law.

PARAGRAFO 1. Submitted the application with the full of the requirements provided for in this law, the Ministry of Finance and Public Credit, the Superintendence or the Chamber of Commerce concerned must accept it within the three (3) days following receipt.

PARAGRAFO 2. The unofficial promotion of a restructuring agreement must be based on the assumptions that allow the employer or his creditors to apply.

PARAGRAFO 3. The unofficial promotion of a restructuring agreement, or the one requested by one or more entrepreneurs, may refer to several entrepreneurs linked to each other by their character as matrices or subordinates, or whose capital is mostly integrated by the same legal or natural persons, whether they are directly or through other legal persons. In any event, the application, promotion, negotiation, conclusion and execution of a restructuring agreement implies an indication, recognition or declaration of a business unit for employment purposes.

PARAGRAFO 4. In the event of the preceding paragraph, the promotion may be requested or initiated by trade before or by any competent nominee, with the exception of cases where entities are included. in respect of which the Ministry of Finance and Public Credit is the sponsor, which shall be the sole competent, and of the cases in which some or some of the entrepreneurs are subject to state supervision, an event in which it shall be competent; prevention, the Superintendence that promotes officiously or to which the agreement is requested.

PARAGRAFO 5. When a restructuring agreement for several entrepreneurs is simultaneously promoted, the determination of the voting rights and the accreencies will be done independently for each company. If an agreement is not concluded which binds them all, the agreement may be concluded in accordance with this law in respect of one or more of the undertakings.

ARTICLE 7. PROMOTERS AND EXPERTS. The respective Superintendence or Chamber of Commerce, as the case may be, when deciding on the unofficial promotion or accepting an application for an agreement, will appoint a natural person to act as promoter in the agreement of restructuring. Once the sponsor has been appointed, the nominee shall establish in his offices the promotional document provided for in Article 11 of this Law.

The promoters will participate in the negotiation, analysis and elaboration of the restructuring agreements in their financial, administrative, accounting, legal and other aspects that are required, for which they will be able to count on the expert experts in the relevant matters, subject to prior authorisation and designation by the sponsor of the sponsor.

The integration and updating of the lists of eligible persons as promoters and experts and the designation of those who act as such in each case, will be made subject to the requirements of professional suitability, possibility of action In the case of the principal place of residence of the businessmen, moral solvency and independence that are provided for in the regulation that the National Government will issue to the effect. The registration or cancellation of the registration of a person as a promoter or expert in the corresponding lists, as well as their designation must be carried out in the Superintendence of Societies, either in Santa Fe de Bogota, or in their respective regional, in accordance with its jurisdiction and competence.

The same person may be part of both lists and the Superintendence of Societies will keep the corresponding listings at the disposal of the nominators.

PARAGRAFO 1. Natural persons registered as conciliators, arbitrators or friendly components in the reconciliation centers of the Superintendents and Chambers of Commerce, may act as promoters, if they are registered on the list that will carry the Superintendence of Societies in accordance with this article. The Chambers of Commerce that have legally organized reconciliation centers, may request their registration as promoters or experts; in all, their performance in such qualities will be done through natural persons who are registered in the aforementioned list of the Superintendence of Societies.

PARAGRAFO 2. The promoters and experts may be partners or officials of national or foreign legal persons who develop activities related to the functions of the promotion and the expertise to which refers to this law.

PARAGRAFO 3. While the National Government issues the regulation provided for in this Article and lists of persons eligible as promoters or experts have registered persons who may comply with such regulations. functions, the respective nominator shall designate as promoters natural persons who are registered as contralors or in the conciliation centres legally established in the Chambers of Commerce or in the appointing Superintendents; and experts shall be designated persons who are registered as such on the list of auxiliaries of the justice and those of the Chambers of Commerce.

PARAGRAFO 4. The registration or cancellation of the registration of a person as liquidator, as well as its designation, must be carried out in the Superintendence of Societies, either in Santa Fe de Bogota, or in its respective regional, according to their jurisdiction and competence.

ARTICLE 8. PROMOTERS ' DUTIES. The promoter shall carry out the following main functions in relation to the negotiation and conclusion of the agreement:

1. Analyze the company's estate status and its performance for at least the last three (3) years.

2. To examine and elaborate the company's projections, in order to provide the creditors with evidence of their operational, financial, market, administrative, legal and accounting situation.

3. To keep at the disposal of all creditors the information that it possesses and is relevant for the purposes of the negotiation, in particular the information corresponding to the numerals 1 and 2 of this article.

4. Determine the voting rights of the creditors.

5. Coordinate negotiation meetings in the form it deems appropriate.

6. During the negotiation and in the drafting of the agreement, act as a friendly component by law ministry in the assumptions that are foreseen in it, or at the request of those interested in other cases.

7. Propose arrangements for the arrangement accompanied by the appropriate support and assess the feasibility of those which are examined during the negotiations.

8. Obtain the formalisation of the document in which the agreement is concluded.

9. Participate in the monitoring committee of the agreement, either directly or through third parties designated by it.

10. The other functions specified in this law.

PARAGRAFO 1. The promoter is legally entitled to examine the debtor's assets, books and papers, analyze disputes and contingencies, check the reality and origin of the assets, liabilities, contracts, collections and the company's business, as well as to require the administrators, the tax reviewer, comptroller, auditor or public accountant concerned, the reasonable clarifications that are necessary in respect of the notes to the financial statements, opinions, management reports and other documents or situations, in accordance with the competence of the each of them. If such persons do not attend to the promoter's requests for information in a timely and complete manner, they may be punished with the fine and the removal provided for in the first paragraph of Article 33 of the present law.

PARAGRAFO 2. The promoters and experts are subject to the legal obligation of confidentiality with respect to the information concerning the negotiation, the company and the employer.

PARAGRAFO 3. Natural persons exercising the function of promoter, as well as experts, may lose the right to their remuneration, be removed from the order and excluded from the corresponding list by non-compliance with their duties, in accordance with the procedure laid down in the regulation issued by the Government, without prejudice to any civil or criminal liability which may be deducted in accordance with the laws.

ARTICLE 9. REMUNERATION OF PROMOTERS AND EXPERTS. The promoters ' fees shall be divided into an initial and subsequent remuneration.

The initial remuneration will be for the management to be advanced until the determination of the voting rights and the accreencies, and will be fixed by the nominator. The subsequent remuneration shall be freely fixed by the internal and external creditors with the vote of the absolute majority of those who attend the meeting provided for in Article 23 of this Law. If there is no agreement on this, or if there is no plural number of creditors, the remuneration shall be fixed by the nominee.

The payment of the initial and subsequent remuneration, as well as that of the successful commissions to be recognized to the promoters according to the results of the agreement, as well as the remuneration of the experts, will be taken in full by the company. During the negotiation and to the extent that they are caused, such remuneration shall be treated as an administrative expense; and if the agreement is concluded, its payment shall be expressly stipulated and shall enjoy the legal prelation of the first class credits. once the credits of pensioners and workers have been taken care of.

The work of the promoters and experts will be governed exclusively by the rules of private law, and in no case will it generate a labor relationship between them and the companies, nor with the nominators.

PARAGRAFO. The remuneration of the promoters will be fixed based on the rates that the National Government establishes for the effect, by means of a decree in which it points out ranges for the fixing of which will be taken into account. other factors, the complexity of the problem, the value of the company's assets and liabilities, the speed with which the agreement is concluded and the results of the agreement.

ARTICLE 10. PROVISION OF GUARANTEES BY THE PROMOTERS AND EXPERTS. Once the time limits for their recusal have elapsed, or after the recusations that have been submitted have been resolved, the promoters and experts must obtain the acceptance of the nomination. of the guarantees of compliance and civil liability constituted in favor of the company in the terms that the National Government points out.

ARTICLE 11. PUBLICITY FOR THE PROMOTION OF THE RESTRUCTURING AGREEMENT. On the same date of designation of the sponsor, the respective appointing entity must fix in its offices, in a place visible to the public and for a term of five (5) days, a written report on the promotion of the agreement. Within the same period, the sponsor shall register the notice in the commercial register of the chambers of commerce with jurisdiction in the addresses of the employer and in the branches that he owns, registration which shall be subject to the established tariff by the National Government for the registration of documents in the trade register; and it must also inform the initiation of the negotiation of the restructuring agreement by notice published in a journal of wide circulation at the address of the employer and of the branches he owns.

In such writings and notices, the following shall be indicated at least:

1. Complete identification of the employer or employer, with their respective addresses, addresses and tax identification numbers. If changes have been made at the address, in the address or in the name of the employer during the preceding year, the addresses, addresses and previous names must also be included.

2. Complete identification of the sponsor and, if applicable, the experts who have already been appointed, with an indication of the nominator, the address, the telephone and the other signs to enable him to enter into communication with the sponsor.

PARAGRAFO 1. The promoter shall communicate to the respective nominator compliance with the provisions of this Article and may immediately begin the negotiation.

PARAGRAFO 2. A restructuring agreement for a company from those provided for in this law cannot be negotiated, if the respective employer has previously negotiated one of these agreements without having to conclude it.

PARAGRAFO 3. The employer must provide the promoter with the necessary funds for the costs associated with the publication provided for in this article.

ARTICLE 12. RECUSATION OF THE PROENGINE AND THE PERITES. Within five (5) days of the date of the registration of the notice in the business register referred to in the previous article, the employer or any creditor who proves in even summary form its quality of such, may challenge the promoter by crediting the existence of a claim of recusal, in accordance with the provisions of Article 72 of this Law. The nominator shall resolve the challenge within five (5) days following his presentation, by act against which no recourse shall be made; if he finds it, he shall designate the replacement or replacements in the corresponding act and shall be given again compliance with the provisions of article 7 of this law.

For the challenge of the promoter designated to replace the initial promoter, the experts or his replacement, a term of five (5) days, counted from the date of registration of the respective designation in the register, will be Corresponding merchant.

CHAPTER II.

NEGOTIATION OF RESTRUCTURING AGREEMENTS

ARTICLE 13. INITIATION OF THE NEGOTIATION. The negotiation of the agreement shall be understood as initiated from the date of fixation of the letter of the appointing entity provided for in Article 11 of this Law, without prejudice to that the recusations that come to be made in relation to the promoters are dealt with.

ARTICLE 14. EFFECTS OF NEGOTIATION INITIATION. As of the date of initiation of the negotiation, and until the four (4) months provided for in Article 27 of this law have elapsed, it may not be initiated. no process of execution against the employer and those who are in progress shall be suspended, the promoter and the employer being legally empowered to individually or jointly claim the nullity of the proceedings or to request his suspension from the judge competent, for which it is sufficient that they provide a copy of the certificate of the chamber of commerce in which it consists the registration of the notice. In the above terms, Article 170 of the Code of Civil Procedure is added; and the judge who is informed by the defendant of the initiation of the negotiation and acts in contravention of the provisions of this paragraph, shall be caused by the cause of misconduct.

During the negotiation of the agreement the term of prescription is suspended and the expiration of the actions with respect to the credits against the businessman is not operative.

PARAGRAFO 1. Within ten (10) days following the initiation of the negotiation, the creditor of the employer who is a beneficiary of commercial fiducias in warranty or any kind of collateral constituted by third parties, or which has a co-debtor, guarantor, guarantor, insurer, issuer of a letter of credit and, in general, with any kind of guarantor of the employer, must inform the promoter in writing if he chooses only to make his or her guarantee effective does not obtain from the employer the payment of the required obligation. If the creditor is silent or shows that he does not dispense with his claim against the employer, it shall be as provided for in paragraph 1. of this Article, the appropriations which are the subject of the suspended proceedings shall be subject to the decision of the agreement, and where proceedings are initiated against them, the third-party guarantors and the holders of the taxable goods may lodge the corresponding previous exception.

Any creditor or the employer himself may at any time inform the sponsor of the existence of the guarantees referred to in this paragraph.

When the same creditor chooses to make his or her third-party warranties effective, and some or some obligations of the employer are guaranteed by third parties, and another or not, the creditor will be able to make the guarantee effective without prejudice to the recovery of the non-guaranteed liabilities to the debtor.

PARAGRAFO 2. When a creditor's creditor chooses to make its third-party warranties effective and to exercise its receivables against a co-debtor, guarantor, guarantor, or any other subscriber class of a (a) the value of the creditor's rights in the same grade, if the guarantor is a natural person, the exercise of the rights of the creditor is limited in the following terms:

(a) During the negotiation of the agreement, the property that is the sole property of the guarantor or of which the guarantor is a community shall not be rekilled, awarded or disposed of, provided that the property is occupied by the guarantor. for personal housing for not less than two consecutive years and immediately prior to the date of initiation of the negotiation of the agreement;

(b) During the negotiation of the agreement, precautionary measures may be applied to the property, and judicial executions may be initiated or continued against the guarantor until any of the judgments provided for in the agreement are signed. in paragraph 1. Article 523 of the Code of Civil Procedure; in the same way, compliance with the contractual provisions governing the execution of fiduciary guarantees may be carried out to the stage prior to the disposal of the building for any title;

(c) In order for this temporary limitation of the effectiveness of the creditor's rights to proceed, the guarantor must register, at its expense, in the office of registration of public and private instruments, a sworn statement rendered to notary public, in which it identifies the property and claims that the circumstances provided for in the literal (a) of this paragraph are given, accompanied by a copy of the document referred to in article 13 of this law and in the which points to its date of fixation.

d) The disposal of any title or the tradition of a property of those provided for in this paragraph, and which are carried out after the registration provided for in the preceding literal, shall be ineffective in full. Any difference or dispute over such ineffectiveness shall be the responsibility of ordinary justice.

(e) In addition to the recording of the registration of public and private instruments of the declaration referred to in subparagraph (c) of this paragraph, the guarantor may ask the competent judge to suspend the date of the registration In order to meet, and the judge who is informed by the guarantor of the initiation of the negotiation and acts in contravention of the provisions of this article, it will incur a causal of misconduct; likewise, the fiduciary that does not suspend the regulated alienation in the contract of fiducia or the respective fiduciary order, and enajene the building to any title after having been informed of such circumstances by the guarantor, it will be sanctioned by the Superintendence that exercises inspection and surveillance on the trust companies, and the trustees of the trust that contravene this article may be removed by such Superintendence.

(f) After the period provided for in Article 27 of this Law, without the conclusion of a restructuring agreement, the creditor may assert his/her rights of recovery in respect of the immovable property in question and, Likewise, the judicial review may be brought forward, and the court may be entitled to any title in case of a non-regret over the precautionary measure.

ARTICLE 15. CONTINUITY OF CONTRACTS. For the purpose of promoting or initiating the negotiation of a restructuring agreement, the administrative expiry of contracts concluded between the State and the employer may not be decreed; and the clause in which it is agreed that such promotion or initiation is a cause of termination of the successive contracts.

They are ineffective, without the need for a judicial declaration, the stipulations that form part of any act or contract and which have as their object or purpose to prevent or impede directly or indirectly the promotion, the negotiation or the celebration of a restructuring agreement, through the early termination of contracts, the acceleration of obligations, the imposition of restrictions and, in general, through any class of prohibitions, application for authorisations or imposition of adverse effects on the employer who negotiates or concludes an agreement from those provided for in this law.

Discrepancies regarding the ineffectiveness of a stipulation in the event provided for in this Article, shall be decided upon at the request of the employer or any creditor by the Superintendence of Societies, in the exercise of functions judicial procedure, by means of a summary oral procedure. If the occurrence of inefficiency is verified, the payment of the credits in favor of the corresponding creditor will be legally deferred to the prior attention of all other credits, and the Superintendence will order the immediate cancellation of all guarantees which have been granted by the employer or by third parties for the purpose of cautioning them.

ARTICLE 16. PROVISION OF DIRECT PUBLIC SERVICES. Natural or legal persons providing direct public services to the employer initiating the negotiation of a restructuring agreement may not suspend the provision of such services. for having insolute credits in his favor. If such a benefit is suspended, they shall be obliged to restore it, on the penalty of responding to the damage caused and the legal delay of their claims to the prior attention of all other claims.

The value of the new services provided from the date of initiation of the negotiation of the restructuring agreement will be paid in preference.

ARTICLE 17. BUSINESS OF THE EMPLOYER DURING THE NEGOTIATION OF THE AGREEMENT. As of the date of initiation of the negotiation, the employer must attend to the administrative costs that are caused during the negotiation, which will preferably be payment; and may carry out operations corresponding to the company's regular rotation subject to the applicable statutory limitations. Without the express authorization required in this article, no statutory reforms may be adopted; no guarantees or guarantees may be provided for the creditors of the company that are responsible for the property. the employer's own party, including business dealings or fiduciary charges; no compensation, payments, arrangements, reconciliations or transactions of any kind of obligations under his or her duties may be made, or transactions which do not correspond to the company's ordinary turn or which are carried out without Subject to applicable statutory limitations, including commercial fiducias and fiduciary orders that have that purpose or entrusts or empower the fiduciary in that regard.

There will also be no compensation for bank current account deposits and, in general, deposits and exigibilities in credit institutions. In addition to the ineffectiveness of the operation, this event will lead to the imposition of the fines provided for the administrators of the respective financial institutions. The imposition of such fines by the Banking Superintendence may also result in the removal of the sanctioned administrators.

The authorization for the holding or execution of any of the operations indicated in this article may be requested in writing by the employer or by the person concerned with the Superintendence supervising the In the case of the Superintendence of Solidarity Economy, in the case of the entrepreneurs in a cooperative way, and in the case of the Superintendence of Societies, in other cases. The relevant application shall be resolved taking into account the recommendation of the sponsor and the urgency, necessity and appropriateness of the operation, and the authorization shall be granted or denied by administrative act which shall be liable only of replacement.

In the event that the transaction in question corresponds to the execution of a commercial trust in guarantee that makes part of the structuring of an issue of securities placed through the public market of securities, the corresponding application must be dealt with by the Superintendency of Securities, and shall be formulated in accordance with the provisions of the absolute majority of the respective holders. In the case of the execution of commercial fiducias whose autonomous assets are constituted by the goods subject to securitisations placed through the public stock market, the authorization referred to in this Article shall not be required.

Any act concluded or executed in contravention of the provisions of this Article shall be ineffective in full right without the need for a judicial declaration, and shall give rise to the imposition of the creditor, the employer, both and his According to the case, administrators, according to the case, of successive fines up to one hundred (100) minimum legal monthly salaries in force, until the respective operation is reviewed. Such fine to be imposed by the Superintendence which supervises the employer or the respective activity and, in the absence of State supervision, by the Superintendence of Solidarity Economy, ex officio or at the request of any interested party, if It deals with a businessman with a cooperative form; by the Superintendence of Securities, in the case provided for in the previous paragraph; and by the Superintendence of Societies in other cases.

Administrators of trust companies or entrepreneurs acting in contravention of this Article may be removed by the Superintendency exercising supervision over the respective managed entity and, in the event of absence of State supervision, by the Superintendence of Societies, ex officio or at the request of any interested party.

ARTICLE 18. CAUSE OF DISSOLUTION FOR LOSSES. During the negotiation, the legal period within which the measures leading to the restoration of the social patrimony can be taken or ordered with the object of enervating the The loss dissolution cause provided in the second paragraph of Article 457 of the Trade Code; and, likewise, the provisions of Article 458 are not applied. of the same Code, without prejudice to the provisions of paragraph 1. of the preceding article.

ARTICLE 19. PARTIES TO THE RESTRUCTURING AGREEMENTS. The restructuring agreements shall be negotiated and concluded between the external and internal creditors of the undertaking.

External creditors are the holders of certain credits belonging to any of the five classes of credits provided for in Title XL of the Fourth Book of the Civil Code and other legal norms that modify and add to it.

It is internal creditors of the shareholders, members, associates or cooperators of the business owner who has an associative legal form; the holder of the shares of the one-person company; the controller of the foundation; and, in general, the partners, controls or real beneficiaries who have contributed goods to the development of the company in a demonstrable and quantifiable way.

Any credit that originates from the date of the initiation of the negotiation and prior to the conclusion of the agreement shall not give the right to vote; but its payment shall be treated in preference, in accordance with its own treatment. of administrative expenditure.

In the event of the replacement of creditors by legal or conventional causes, the causative person must accredit, in even summary form, his quality of such before the promoter.

ARTICLE 20. STATEMENT OF CREDITORS AND INVENTORY OF CREDITORS. For the conduct of the negotiations and, in particular, for the determination of the voting rights of the external and internal creditors and the corresponding accreances, the the legal representative of the employer shall provide the sponsor with an inventory statement drawn up on the basis of the ordinary or extraordinary financial statements of the respective employer or economic entity, cut to the last calendar day of the month immediately prior to the date of application of the promotion by the employer, or the initiation of the negotiation in other cases, and make available to you all the books, papers and documents that serve as a support. Such inventory status shall be signed and certified by the legal representative of the employer and by his tax reviewer, and, in the absence of a mandatory or a mandatory tax review, by a public accountant.

The inventory, together with the corresponding financial statements, will be delivered to the developer at the latest within the month following the date of the registration of the notice dealing with article 11 of the present law. In this inventory, after verification of their existence, their assets and liabilities shall be detailed and valued, with a precise indication of their composition and valuation methods, and the information provided for in the third paragraph of the Article shall be included. 97 of the Law 222 of 1995, accompanied by a relation of the demands in progress, of the internal creditors of the company and of the full relation of the contributions, with precise indication of its value and of the methods of the valuation that has been used to establish it, where applicable.

In the relationship of creditors it must be clearly indicated which of them are linked to the employer, to its partners, administrators or controllers, for any of the following reasons:

a) Parentage, up to fourth degree of consanguinity, second of affinity or single civil.

b) Having or having had in the last five years common shareholders, partners or associates.

c) Having or having common representatives or administrators.

d) Existence of a situation of subordination or business group.

PARAGRAFO. From the moment you receive the information provided for in this article, the promoter will start your study, along with the documentation that is delivered to you or released by the employer, your tax or accountant, its administrators, or external or internal creditors. The sponsor shall establish the means he considers appropriate so that, without prejudice to the confidentiality of this kind of information, the persons indicated and the third parties whom they designate for that purpose may examine it with the object of to make representations to the sponsor and to bring forward the negotiation.

ARTICLE 21. CRIMINAL LIABILITY. Without prejudice to other rules, a prison of one (1) to six (6) years shall be subject to a penalty of one (1) to six (6) years who subscribe and certify the financial statements or the state of inventory or the relationship of internal creditors and (a) the external debt referred to in the preceding article, knowing that in such documents all creditors are not included, some or some assets are excluded, or non-existent creditors or creditors are included. With the same penalty, those who knowingly request, without having the right to do so, will be held as creditors, and those who knowingly subscribe and certify the relationship between the social security and the payroll, according to Article 22 8) of this law, without including all of them.

ARTICLE 22. DETERMINATION OF THE VOTING RIGHTS OF CREDITORS. Based on the certified relationship of creditors and creditors provided to the sponsor, in the other documents and evidence provided by the interested parties, and, in particular, on the basis of the financial statements referred to in Article 20 of this law, the sponsor, with the participation of experts, if applicable, shall establish the number of votes corresponding to each creditor for each weight, approximating in the case of pennies, the amount corresponding to each accretion, to the date of the relationship of accreencies, subject to the following rules:

1. Each of the external creditors shall have a number of votes equal to the value caused by the principal of their accretion, without including interest, fines, penalties or other concepts other than capital, except for the interests that have been legally capitalised. This value, for the purpose of calculating the votes, shall be updated using the variation in the monthly DANE-certified consumer price index for the period from the due date of the obligation to the date of the In the case of obligations to be paid in several counted or installed, the update of each expired quota shall be made separately.

2. Each of the internal creditors of private and mixed entrepreneurs in an associative manner shall have a number of votes equal to the value obtained by multiplying their share of participation in the capital by the number of subtracting the assets of the assets in kind, as well as the revaluation of the assets, whether or not they have been capitalised.

In the case of private or mixed entrepreneurs in a non-associative manner in which there are no such holdings or rights, the respective domestic creditor shall have a number of votes equal to the value in books of the assets contributed to the development of the company, discounting inflation adjustments.

In the case where the employer is a non-associative public entity belonging to the national or territorial central administration, the respective domestic creditor shall have a number of votes equal to the value of subtracting the assets the revaluation of assets.

3. For the calculation of the votes corresponding to the labor accreencies, the corresponding to certain accrecias shall be taken into account. In the case of pension liabilities, pensioners shall have the right to vote in respect of their paid and unpaid pensions and the value corresponding to 25% (25%) of the amount of the actuarial calculation.

4. For the calculation of the votes corresponding to the accreances derived from leasing contracts, only the fees charged and pending payment shall be included.

5. The accreances in favour of the internal creditors, other than those provided for in the second paragraph of this Article and which do not correspond to advances for future capitalisations, to loans which may be credited to the undertaking or payments for the subscription of bonds obligatorily convertible into shares, will not give voting rights.

6. Where accreances are denominated in units, currencies or currencies other than legal, and only for the purposes of determining the voting rights corresponding to them, they shall be converted into legal currency using the conversion rate applicable to the date of the court of the relationship of creditors and creditors certified by the employer and supplied to the sponsor.

7. In cases where the employer's obligation is not for a given sum of money, the number of votes of the respective creditor shall be determined on the basis of the value of the payments which have actually been paid. made to the employer as consideration, without including any penalty or compensation.

8. The voting rights corresponding to the accrecias in favour of pension fund managers and, in general, of social security institutions, will be determined on the basis of the accrecias indicated in the certificate subscribed by the legal representative of the employer and his tax reviewer or public accountant, as the case may be, on the basis of the company's payroll.

PARAGRAFO 1. The National Government will regulate the applicable procedure for determining the voting rights for internal creditors in order to ensure that final real beneficiaries have the possibility of exercising their right to vote effectively and directly.

PARAGRAFO 2. The determination of each creditor's voting rights does not imply any appreciation or recognition of the existence, validity, enforceability, graduation, and amount of the corresponding accreances.

PARAGRAFO 3. In the event where the owner's estate has a negative value, each of the internal creditors will have a vote equivalent to a weight.

PARAGRAFO 4. For the purposes of determining the voting rights of the DIAN, and other tax creditors will add to the capital the default interest and the penalties due for tax obligations.

PARAGRAFO 5. In the application of the numeral 2 of this article for the determination of the voting rights of each of the members of a collective society, a percentage resulting from dividing the number one hundred among the number of partners. The same rule will be used in the case of the management partners of the companies in comandita, and the additional determination of the voting rights that they may have as a consequence of contributions in the quality of comanditarians will be dispensed with.

PARAGRAFO 6. In the case of limited liability company partners who have been statutory liability, or ancillary services or supplementary guarantees in accordance with the Article 353 of the Trade Code shall distinguish between those that are due at the time of the initiation of the negotiation and those that are not. The latter shall not give rise to voting rights and shall be treated in their own way for the rights of third parties.

ARTICLE 23. MEETING FOR THE DETERMINATION OF VOTES AND ACCREENCIES. The sponsor shall determine the number of eligible votes for each of the creditors to decide on the approval of the restructuring agreement; and shall also determine the existence and the amount of the loans to be covered by the agreement.

Within four (4) months of the date on which the sponsor's designation is defined, in accordance with the provisions of Articles 7 and 12 of this law, A meeting shall be held to inform the parties concerned of the number of eligible votes and the determination of the existence and size of the accretions. The meeting will be held at 10 a.m. M. in the offices of the appointing entity, the day of expiration of the period indicated here, unless it is called by the promoter in a timely manner and that in the convocation are indicated with precision another place, located within the address of the employer, an earlier date and another time for such an effect.

The notice shall be made by means of a notice in a newspaper of wide circulation at the address of the employer and in those of the branches which it has, published at a time of not less than five (5) days common with respect to the date of the meeting. Such notice shall be entered in the commercial register of the Chambers of Commerce with jurisdiction in the addresses of the employer and in those of its branches. Such registration shall be subject to the tariff established by the National Government for the registration of documents in the trade register.

From the date of publication of the notice of call referred to in the preceding paragraph, or within the fifteen common days prior to the expiration of the period referred to in the second paragraph of this article, the sponsor shall have at the disposal of the creditors all the information and documentation referred to in Article 20 of this Law, accompanied by the preliminary listing of votes, voters and accreances prepared by the sponsor, together with their corresponding supports. The creditors, by themselves or through proxy, will be able to examine the preliminary listing of votes, voters and accreencies, as well as their corresponding supports. Any request for clarification or objection that has not been previously resolved during the negotiation must be raised during the meeting, and will be resolved by the promoter in his capacity as a user-friendly component of the law.

At least with the same anticipation provided for in the preceding paragraph, the sponsor shall make available to the data subjects the reports corresponding to the functions indicated in the numerals 1, 2 and 3 of the article 8 of this law.

If necessary, the promoter, on its own or at the request of the majority of creditors who are present or represented at the meeting, may suspend it as many times as may be required, without being extended in any case for more than five days. Consecutive consecutive business, not including Saturdays.

PARAGRAFO 1. The meeting may be preempted with the sole presence of the promoter, an official of the nominated entity to assist it and, where appropriate, the expert or expert required for the determination of the the number of votes and the number of creditors. The sponsor shall record the result of the meeting in writing, by means of the minutes signed by him and by the official of the appointing entity, which shall serve as proof of what happened at the meeting.

PARAGRAFO 2. Without prejudice to article 21 of this law, non-inventory related credit holders required in the href="ley_0550_1999.html#20"> 20 of this law and which have not provided the sponsor in a timely manner with the documents and evidence enabling their inclusion in the determination of the voting rights and the accreances, shall not be able to participate in the agreement. Such claims, if required, may be made effective only by pursuing the assets of the employer who remain in compliance with the agreement, or where the agreement is not complied with, unless they are expressly admitted with the vote required for the conclusion of the agreement. itself.

PARAGRAFO 3. In the promoter's inattendance event, founded on facts that constitute a fortuitous case or force majeure, a second meeting will be held on the third day following the initially established date, at 10:00 (a) at the offices of the appointing entity, and may be brought forward in the terms of the first paragraph of this Article. If the sponsor's inattendance is repeated, the appointing entity will appoint a person to do the promoter's times on the same day, and the time limit provided for in Article 12 of this law for its recusal shall be counted from the date of the second meeting. Due to the legal deadline for submitting recusations, or after having been resolved, the new promoter shall immediately convene a meeting in the form provided for in this article, and may request the nominee for a period of 15 days. (15) common to make the call, if it requires examining the information available. The promoter initially appointed will be removed from the post, and if his inattendance was unjustified, the sanctions will be applied to this effect in the regulation issued by the government.

ARTICLE 24. SURROGACY OF VOTING RIGHTS. The free negotiation of external accreances with other external creditors, with internal creditors or with third parties will result in the acquirer of the respective accreencia being legally subrogated in the rights of the the initial creditor and, as a result of the payment on behalf of the debtor, shall also be the holder of the votes corresponding to the accreances acquired. The legal subrogation provided here transfers to the new creditor all rights, actions, privileges and accessories in the terms of article 1670 of the Civil Code.

ARTICLE 25. DETERMINATION OF CREDITORS. The promoter, with the support of experts who may be the case, shall have by law ministry and exercise the powers of a friendly component, with the effects provided for in the article 130 of Law 446 of 1998, in relation to the existence, amount and determination of the settlement bases of the credits in charge of the company, according to the inventory provided for in Article 20 of this law and the other evidence items you have, and order the accounts to be counted place.

In the exercise of such powers, the sponsor shall specify who the creditors are holding and what is the status, the amount and the conditions of all the internal and external accreances, except as regards discrepancies based on grounds The Court of Justice of the European Court of Justice of the European Court of Justice

While the controversy in question is decided by ordinary justice, such claims will be considered litigious; consequently, and like the other claims in litigation and conditional accreances, they will be subject to the terms of the provided for in the agreement and the results corresponding to the fulfilment of the condition or the respective judgment or award. In the meantime, a reserve or provision of the funds necessary to pay for their payment will be constituted by a fiduciary order whose returns will belong to the employer, and the amount of which will be established by the promoter with the participation of the experts who are the case.

PARAGRAFO 1. Before the meeting referred to in article 23 of this law, the guarantor, guarantor, insurer, credit card issuer, guarantor or co-debtor of the an employer who has paid obligations under the employer to the creditor who has chosen to charge them only, may ask the promoter to recognise his claims; and if they have not paid before that meeting, they may ask him to provide the necessary funds to pay for the eventual payment of their claims, in the how it corresponds in accordance with the agreement.

PARAGRAFO 2. The tax obligations that the date of initiation of the negotiation will be in discussion with the governmental or administrative dispute, will be provided in accordance with the provisions of the This article once discounted the amount of the already paid and the object of discussion; the higher values determined by the employer in a correction or by the tax authority and which are not in discussion on that date, are accrecias that give voting rights if they are determined before the date of initiation of the negotiation, and if they are determined after that date they will be paid in preferential form.

ARTICLE 26. OBJECTIONS TO THE DETERMINATION OF VOTING RIGHTS AND OF CREDITORS. Where any internal or external creditor, or an administrator of the employer with powers of representation, has an objection to the decisions of the sponsor to which the items 22 and 25 of this law that cannot be resolved at the meeting provided for in your article 23, within five days of the date of termination of such meeting the objector shall be entitled to apply for written to the Superintendence of Societies that resolves its objection. The Superintendence shall resolve such objection, in a single instance, by means of the summary oral procedure, in the form of an arbitrator, in accordance with the provisions of Article 10 (10). href="procedure_code pr014.html#435"> 435 of the Civil Procedure Code. The Superintendence will resolve all the objections presented in time on the particular one and the respective providence, once in firm, will allow the promoter to establish with certainty the admissible votes and the credits that have of be the subject of the restructuring agreement.

PARAGRAFO. The Superintendence will resolve the differences based on the documents that have been considered by the promoter, who will immediately forward them to resolve. If the practice of avaluos is required for the purpose of resolving the objection, it will apply to items 60, 61 and 62 this law; and the objector, in formulating his objection, must accompany it with the proof corresponding to the endorsement in which it is based, carried out in accordance with the provisions of this law in this respect, subject to its rejection.

CHAPTER III.

HOLDING THE RESTRUCTURING AGREEMENTS

ARTICLE 27. PERIOD FOR THE CONCLUSION OF THE AGREEMENTS. The agreements shall be concluded within four (4) months from the date on which the voting rights are defined, by decision of the sponsor or by the execution of the providence of the Superintendence of Societies that resolves the objections that will come to be submitted.

If the agreement is not concluded within the stated time limit, or if the negotiation fails, the sponsor shall immediately transfer the competent authority to initiate a mandatory winding-up process or the procedure. special intervention or settlement, without prejudice to any other measures which may be taken in accordance with the law.

PARAGRAFO 1. By exception, if the agreement cannot be concluded by not obtaining the vote of the internal creditors required in the case of item 6 of article 30 of this law, the receive the shipment provided for in this Article, the competent authority shall decide whether or not the admission to the processing of a concordat, or the equivalent recovery procedure applicable to the respective employer, is appropriate and which is different from that of the liquidation.

PARAGRAFO 2. In the case of public companies in the national order, it will be applied to the provisions of Article 52 of Law 489 of 1989; and in the case of public companies which are not of the national order, shall be applied to the provisions of the respective ordinances and agreements.

ARTICLE 28. FAILURE OF THE NEGOTIATION. The promoter, in the form of convocation provided for in Article 23 of this law, will convene a meeting of the employer and the external and internal creditors of the company when the Duly substantiated analysis of the company's situation is concluded that the company is not economically viable, or when it does not receive timely information referred to in article 20 of this law. At such an event, the meeting will be held at the nominator's offices, and any number of attendees can be brought forward. In that meeting the external and internal creditors, with the vote of the absolute majority present in the meeting, will take the decision to terminate or not the negotiation. If the call occurs prior to the determination of the voting rights, the absolute majority shall be calculated by the sponsor based on the documents provided for in Article 20 of this law, if they have been provided, without any objection. If they have not been supplied, the majority of creditors will be taken, by heads, which will summarily credit their quality. If a plural number of creditors does not attend or no decision is taken, the sponsor shall immediately give notice to the nominee to be transferred to the competent authority to deal with the compulsory liquidation or the equivalent process, according to the law.

Failure to comply with the obligation of the sponsor referred to in the foregoing paragraph will make it civilly responsible for the compensation of the damages that it causes, in the event in which it is shown that it has not acted with the own diligence of a good In addition, a civil penalty shall be payable in respect of all creditors of a sum equal to five (5) times the amount of the fees and commissions received, which shall be payable by the person concerned. the civil liability policy required by this law. In the event that the promoter recommends the termination of the negotiation and the nominator decides otherwise, the promoter shall not be obliged to continue with his or her order, without any failure to comply with it.

ARTICLE 29. CONCLUSION OF THE AGREEMENTS. The restructuring agreements shall be concluded with the favourable vote of a plural number of internal or external creditors representing at least the absolute majority of the eligible votes. This majority shall be satisfied with votes from at least three (3) of the classes of creditors provided for in this Article. If there are only three (3) classes of creditors, the majority will have to settle with votes from creditors belonging to two (2) of the classes of existing creditors, provided that the absolute majority of the creditors is obtained. eligible votes; and if there are only two classes of creditors, the majority required by law shall be satisfied with votes from both classes of creditors, subject, in any case, to the provisions of the following paragraph.

When a single external creditor of the same class, or multiple external creditors of one or more classes of creditors, belonging to the same business organization as declared or not as a group for the purposes of the business law, issue votes in the same sense as the absolute majority or more of the admissible votes, for the corresponding approval or approval shall be required, in addition, of the vote issued in the same direction by a plural number of creditors of any kind or classes which are equal to or greater than 25% (25%) of the eligible votes. For the purposes of this Article, the following five (5) creditor classes shall be understood to exist:

a) Internal creditors;

b) Workers and pensioners;

c) Public entities and social security institutions;

(d) Financial institutions and other entities subject to the inspection and surveillance of the Banking Superintendency of a private, mixed or public nature; and

e) Other external creditors.

The right to vote of all pensioners, without prejudice to the individual right of veto provided for in this law, shall be exercised jointly and in a single sense, by the natural or legal person whom the pensioners appoint by means of the vote of the absolute majority of all of them by heads, in meeting previously cited for the effect and presided over by an official of the Ministry of Labor and Social Security. If he is not elected in the absence of a quorum or lack of agreement, he himself will be appointed by the Ministry of Labor and Social Security, a dependency that will represent them through an official if he does not appoint a representative with prior to the meeting provided for in article 23 of this law. The representative of the pensioners is legally entitled to raise objections to the determination of voting rights and accreencies, as well as to vote for the conclusion or reform of the agreement, in all its parts and in any sense.

It is presumed that all proxies and legal representatives are entitled to object to the determination of voting rights and accreencies, as well as to vote for the conclusion or reform of the agreement, in all its parts and in any sense.

PARAGRAFO 1. The National Government will regulate how to establish that several external creditors belong to the same business organization, for the purposes of the provisions of this Article.

PARAGRAFO 2. To facilitate the negotiation of the agreement, the promoter may coordinate the deliberation and decision by simultaneous or successive communication, provided that it is proof of the expression and content of the decisions and votes in documents or written documents, duly signed by the sponsor and certified by the tax reviewer or the public accountant, in the case of simultaneous communication; and in other cases signed by the voter in recognition of their content to the nominee, to the sponsor or to a notary public.

PARAGRAFO 3. The reform of the agreement, without prejudice to the provision in the tenth of article 33 of this law, shall be adopted with the same votes required for its conclusion, calculated on the basis of ordinary or extraordinary financial statements of the employer who are not more than one month in advance in respect of the date for which a meeting is called, without prejudice to the third paragraph of the Article 35 of this law. Such convocation shall be made with the same requirements as provided for in Article 23 of this Law; it may be deliberated with the presence of the promoter or who does his or her times, and of the official designated by the appointing entity, and any objection to the determination of voting rights shall be settled in the manner provided for in the law. From the date set for the meeting, and during the next ten (10) common days, the sponsor, by means of any simultaneous or successive communication system, may obtain the necessary votes for the reform of the agreement, and proceed to its formalization as provided for in this law for the celebration.

ARTICLE 30. VETO RIGHTS. For the conclusion of the agreement the following veto rights shall exist:

1. An individual right of workers and pensioners, in respect of any clause of the agreement that violates inalienable rights. The Ministry of Labour and Social Security shall, at the request of the sponsor, decide on these objections within the month following the submission of the objections.

2. In the case of employers with associative form, the right of veto of the members in respect of the clauses of the agreement which have as their object or relate to acts that have the following object: a) transfer or modification of the ownership (b) change in the percentage of shares held in the capital of the association, company or cooperative which the undertaking carries out; c) modification of the rights of subscription preferential or backtracked. Such right of veto may be exercised by any dissident internal creditor if such clauses are not approved with the favorable vote of internal creditors that is equivalent to the required vote in the respective association, partnership or cooperative. in order to obtain the majority of the decision-making in such cases in the law in an imperative or supplementary form and, in the absence of a special legal majority, the required majority of the social contributions subscribed to, being an act which legal or statutory requires the approval of the highest social organ. If such approval is not required for the act or clause in question, the veto may be exercised if the clause of the agreement is not approved with the vote of the absolute majority of the internal creditors.

3. In the case of non-associative employers, their right to veto the clauses of the agreement which provide for acts which change the ownership of the right of ownership of the property of the employer and which have not been approved within the legal person by the competent body with the same decision-making majority provided for in the law in an imperative or supplementary form and, in the absence of a special legal majority, the required to obtain the absolute majority in the respective body, to be an act which legally or legally requires the approval of the maximum social organ. If such approval is not required for the act or clause in question, the veto may be exercised if the clause of the agreement is not approved with the vote of the absolute majority of the internal creditors.

4. In the case of the holder of the shares of the one-person company, the right to the veto of the clauses that without their express consent they contemplate acts that modify the right of dominion over the property of the company.

5. The right of veto provided for in numerals 2, 3 and 4 of this Article may be exercised only if the sum of the votes of all the internal creditors is equal to or greater than 20% (20%) of the eligible votes.

6. Where the total of the eligible votes of the internal creditors is greater than or equal to the absolute majority of the total eligible votes of internal and external creditors of the undertaking, the agreement may be adopted only with the favourable vote provided for in numerals 2, 3 and 4 of this Article.

7. The National Tax and Customs Directorate, DINA, shall have the right to veto the terms of the agreement which provide for the disposal of assets owned by the employer, if such disposal implies that the remaining assets are not sufficient to to protect the receivables from first class creditors.

ARTICLE 31. FORMALITIES. The agreement must be fully stated in a written document, signed by those who have voted in favour or by the representative or legal representatives or volunteers of these, whose content will be acknowledged to the notary public for each subscriber, or to the respective nominee of the promoter, or to the sponsor, who for these purposes by law is legally vested with the corresponding function; and shall be raised to public deed when he includes stipulations that legally require such formality. The agreement may also be entered in full in several of the documents referred to in paragraph 2. of article 29 of this law. Such an act shall be deemed to be without any amount for the purposes of notarial, registration and stamp rights, as well as public writings which are granted under the development of the agreements, including those which are subject to statutory or statutory reforms. (a) the subject of such solemnity. The documents in which the restructured debts consist are exempt from stamp duty.

The notice of the conclusion of the agreement will be entered in the commercial register of the chamber of commerce corresponding to the address of the businessman and the branches it has, and will be subject to the tariff established by the National Government for the registration of documents in the business register.

In cases where the agreement does not have to be formalized by public deed, the original of the agreement will be deposited in the Superintendence of Societies and the issue of copies to the parties may be charged. Copies issued by the Superintendence shall be deemed authentic.

PARAGRAFO. For the purposes of the period provided for in Article 27 of this law, the agreement is understood to be the day on which it is signed by the last of the creditors required for its celebration, in accordance with article 29 of this law; and as long as the news of its celebration is entered in the Chamber of Commerce corresponding to the address of the businessman within ten (10) days following the signature.

ARTICLE 32. EXPENDITURE. All expenditure arising from the advertising of the promotion, the negotiation, the conclusion and the execution of a restructuring agreement, with the exception of the provisions of the provisions of paragraph 3. of Article 61 of this Law, shall be borne by the undertaking, without prejudice to any other provisions laid down in the agreement or the acts resulting from it, or the application of rules Legal provisions to the contrary.

CHAPTER IV.

CONTENT AND EFFECTS OF RESTRUCTURING AGREEMENTS

ARTICLE 33. CONTENT OF THE RESTRUCTURING AGREEMENTS. The restructuring agreements shall include clauses providing for at least the following:

1. Rules for the formation and operation of a supervisory committee in which the internal and external creditors of the company are represented, and of which the promoter will be a party, with a right of voice but without a vote. In the absence of the sponsor or the third party designated by him, he shall make his or her designated person in accordance with the provisions of the agreement for the purpose.

2. The terms and conditions under which the accretions prior to the date of initiation of the agreement will be paid, as well as those arising on the basis of the agreement in the agreement. For this purpose, in favour of an external creditor, in proportion to their respective accretion, and as consideration for the delivery of new resources, to the donations, to the quests, to the grace periods, to the carryovers, to the capitalization of liabilities, the conversion of these into risk bonds, or any other mechanism of debt subordination, may be granted the advantages which are also recognised in proportion to all creditors making the same concessions in favour of the company. Such advantages, in addition to adjusting to such generality, shall be granted with the vote provided for in Article (12) of this law The inclusion or recognition of advantages in contravention of the provisions of this numeral shall be ineffectual in full, with the exception of cases where the waiver by a creditor of the advantages in question or of his or her acceptance of equivalent advantages.

3. Claims of any kind, except those arising from tax, parafiscal and pension loans, may be capitalised and converted into shares, in accordance with the provisions of the agreement.

4. Credits of any kind may be converted into risk bonds. However, conversion may be effected only on the renountable part of the pension liabilities, and in the case of loans in favour of the DIAN and other holders of tax and parafiscal loans, on the part of the (50%) of the interest caused by current or moratoria, without in any case understanding the capital of taxes, fees and contributions due. The payment of fines and penalties will be negotiated within the agreement.

5. The time limits and the conditions under which the capitalisations are to be made and the risk bonds and the disbursements of claims provided for in the agreement shall be subscribed, if applicable.

6. The capitalisations of accrecias in any public or mixed company with associative form, of any territorial level, shall be subject to the rules of private law and the special rules applicable to it.

7. The commitment to adjust, if applicable, within a period not exceeding six (6) months, accounting practices and disclosure of information of the respective company or accounting entity to the applicable legal rules.

8. The employer's duty to provide the monitoring committee, during the duration of the restructuring agreement, with all reasonable information for the proper monitoring of the agreement with minimum requirements of quality, sufficiency and opportunity. The receipt of the information imposes on the members of the monitoring committee the legal obligation of confidentiality, which shall not be heard in front of the Superintendence exercising the inspection, surveillance or control over the employer or on his/her activity.

9. The obligations arising from the code of business conduct referred to in Article 44 of this Act.

10. The rules for interpreting the agreement, as well as those that allow the monitoring committee to interpret it or modify those clauses of the agreement that are identified for this purpose.

11. The rules for pre-payment of obligations in general and for risk bonds, which may only be applied when the available resources allow the liabilities to be met first at the time of the prepayment; and the rules for servicing the liabilities incurred vis-à-vis administrators, partners, controllers or legal and natural persons as provided for in subparagraphs (a), (b), (c) and (d) of Article 20 3) of this Act; which cannot generate any advantage that is not granted with the unanimous vote of the other external creditors, under the penalty of their full ineffectiveness.

12. The rules on distribution of profits and distribution of dividends during the term of the agreement, in such a way as to be restricted in accordance with the satisfaction of the credits and the patrimonial strengthening of the entrepreneur.

13. The rules to be observed by the administration in its planning and financial and administrative execution, in order to provide timely attention to the pension, labor, social security and fiscal credits that arise during the execution of the agreement.

14. The rules for the payment of pension liabilities, in the case of entrepreneurs who need to pay for them.

15. The regulation of non-compliance events, the way to remedy them and the consequences thereof, without prejudice to the provisions of Articles 35, 36, 37 and 38 of this law.

16. The regulation concerning the authorisations to be given by the Supervisory Committee to carry out the acts of the employer corresponding to the performance of contracts which fall on the assets linked to the undertaking or which relate to the undertaking to the delivery, transfer or limitation of ownership of the goods, such as commercial fiducias, supplies, enajenations with option of reacquisition, garments *, mortgages, typical contracts or atypical of business collaboration, companies legally constituted or in fact, inter alia, concluded within the 18 (18) months prior to the initiation of the negotiation of the agreement and the purpose of which is directly related to the development of the undertaking, or allows a creditor of the employer to separate assets or income from the employer's credit risk. The foregoing without prejudice to the actions referred to in article 39 of this law, and to the provisions of article 34 of this law, numerals 3, 4, 5, 6 and 7.

17. The payments in payment, as well as the capitalizations, and the conversion of credits in risk bonds, will require the individual consent of the respective creditor. In the case of the DIAN, the provisions of article 822-1 of the Tax Statute will apply.

PARAGRAFO 1. Failure to comply with the obligations imposed in numerals 8, 9, 11, 12, 13, 14, 15, 16 and 17 above will result in the removal of the charge and the imposition of successive personal fines on each one of the administrators and the tax reviewer, comptroller, auditor or public accountant responsible, up to one hundred (100) minimum monthly legal salaries in force. The imposition of one or both classes of penalties, either ex officio or at the request of a party, shall be the responsibility of the State entity carrying out inspection, surveillance or control over the employer or the activity, and the proceeds of its collection shall be for payment of obligations under the undertaking.

PARAGRAFO 2. In case the employer or the activity is not subject to state supervision, the imposition of the penalties provided for in this article shall be borne by the Superintendence of Societies.

PARAGRAFO 3. Without prejudice to the foregoing paragraphs of this article, payments that violate the order established for the effect in the agreement will be ineffective in full; and the creditor In addition to being obliged to return the received with arrears interest, it will be deferred, in the payment of its loan, in respect of the other creditors. In this event, the creditor must have voted in favour of the agreement and, in other cases, must be proved to have been previously informed by the monitoring committee of the order of precedence established in the agreement.

ARTICLE 34. EFFECTS OF THE RESTRUCTURING AGREEMENT. As a consequence of the company's social function, the restructuring agreements concluded in the terms provided for in this law will be mandatory for the employer or employer. for all internal and external creditors of the company, including those who have not participated in the negotiation of the agreement or who, having done so, have not consented to it, and shall have the following legal effects:

1. The employer's obligation to submit, in the terms agreed in the restructuring agreement, to the prior, written and express authorization of the supervisory committee the disposal of any title of the company's assets, determined or determined on the basis of the provisions of the agreement for that purpose. This committee shall also have the express authorization of the DIAN in the cases referred to in the numeral 14 of this Article. This obligation shall be applicable to third parties on the basis of the registration of the relevant part of the restructuring agreement in the office of registration of public instruments of the place of location, in the case of immovable property, in which it does its in the case of other goods and, in any case, in the commercial register of the Chamber of Commerce of the business of the employer and its branches.

The authorization of the surveillance committee, in the terms of this numeral, must be protocolized with the title of disposal of the respective good, in order to obtain its registration in the corresponding register. The disposal and transfer of goods in a manner contrary to the provisions of this numeral shall be ineffective in full, without the need for a judicial declaration.

2. The lifting of the precautionary measures in force, with the exception of those practiced by the DIAN, except that it consents in its uprising, and the termination of the ongoing executive processes initiated by the creditors against the businessman. During the term of the agreement, the creditor who has guarantees constituted by third parties and has chosen to be a party to the agreement, will not be able to initiate or continue recovery processes against the co-debtors of the employer, unless its enforceability is provided for in the agreement without the guaranteed creditor's vote. This restriction applies only to the collection of accreances that are covered by the agreement and which relate to the company.

3. The suspension, during the term of the agreement, of the enforceability of real and fiduciary charges and guarantees. The possibility of making such guarantees effective during such validity, or the constitution or modification of such a course, will have to be agreed upon in the agreement without the consent of the beneficiary or beneficiaries. If the agreement terminates for non-compliance in accordance with the provisions of this law, the enforceability of the actual and fiduciary charges and guarantees that have been suspended shall be restored in full as well as the precautionary measures that have been suspended. have been practiced by the DIAN, in the same manner as provided for in the second indent of Article 138 of Law 222 of 1995.

If, during the duration of the agreement, they are in favour of other creditors encumbrances on goods subject to guarantees the enforceability of which is suspended, at the time the latter is restored, the creditor beneficiary for the performance of the guarantee against the holders of the new charges.

For the constitution, modification or cancellation of guarantees, or the suspension or preservation of its enforceability arising out of the agreement, the registration of the relevant part of it will suffice in the corresponding registration, without the need of grant again no other document.

The reestablishment of the guarantees provided for in this numeral will operate without prejudice to the provisions of the numeral 12 of this article, in respect of guaranteed credits whose privilege is modified in the agreed ranking.

4. The reduction requested by the employer or by any creditor, from the coverage of any collateral or fiduciary already constituted, a reduction that will limit it to the amount equivalent to one and a half time of the known or presumed amount of the guaranteed obligations, in accordance with the guarantee to be carried out for the purpose. The application shall be processed by means of the summary oral procedure, in the sole instance before the Superintendence of Societies, and must be accompanied by the proof corresponding to the assessment in which it is based, carried out in accordance with the provisions of the The law on the subject, subject to its rejection of the law.

5. Beneficiaries of fiduciary guarantees derived from self-employed assets integrated by real estate, or of higher-extension mortgages, will be obliged to accept their replacement by mortgage rights of the same degree or by fiduciary or fiduciary rights. guarantee certificates for commercial fiducias falling on portions of the same building, provided that they cover the guaranteed obligations up to the amount of the amount provided for in the previous number and not (a) implies the improvement of the physical and legal conditions of the initial guarantee. The replacement demand will be dealt with through the summary verbal procedure, in a single instance before the Superintendence of Societies.

6. In the case of guarantees provided for in the agreement, with the exception of the agreement, all creditors who grant the same benefits to the undertaking shall share the same degree. For such purposes, the relevant clauses of the agreement shall be enforceable.

7. If the appropriations for carry-overs, novations and, in general, the restructuring of the obligations entered into in the restructuring agreement are guaranteed by means of contracts of commercial trust, concluded for that purpose by the employer in the benefit of all the external creditors, the ranking for the payment under that guarantee shall be subject to the order indicated in the agreement, with the exceptions provided for in this law.

In the event of non-compliance with the restructuring agreement, such loyalty contracts may be executed in accordance with the provisions of the respective contracts; and if the agreement is terminated for failure to comply with the agreement, it will be applied to the Prelation that is enshrined in article 1238 of the Code of Commerce in favor of the creditors of the trustee who are holders of accreances prior to the formation of the trust business and that allows you to chase the objects of the business. Such persecution and prelations are subordinated to the prelation of the first and subsequent first-degree credits to the business constitution.

8. All obligations shall be subject to the provisions of the agreement, and shall be subject to the provisions of the agreement in terms of rebates, reduction of interest and the granting of time limits or extensions, even without the favourable vote of the respective creditor, except for the exceptions expressly provided for in this law in relation to the obligations contracted with workers, pensioners, the DIAN, the holders of other tax credits or the social security entities.

9. The claims arising after the date of initiation of the negotiation, as well as the remuneration of the promoters and experts caused during the negotiation, shall be paid, preferably, in the order corresponding to the (a) the payment of appropriations for the Civil Code and other agreed rules, and shall not be subject to the payment order laid down in the agreement. Failure to comply with the payment of such accreances will enable the respective creditors to coactively demand their recovery, and may result in the termination of the negotiation of the agreement or of the agreement itself, unless the respective creditor accepts a Payment formula as provided in article 35 5) of this law.

10. Unless otherwise provided by the restructuring agreement, the execution of the restructuring agreement shall not entail changes in the statutes or in the administration and operation of the employer other than those arising from the code of conduct. business included in the. This is without prejudice to the power of the supervisory committee to require the employer to have a mandatory tax review during the term of the agreement, and to submit it for the consideration of the competent body. natural or legal persons from whom the tax reviewer is to be elected, a charge which shall be compulsory for the duration of the agreement, and which, where appropriate to the same legal person in charge of the audit of the undertaking, shall be be entrusted to different natural persons.

11. Official or mixed financial institutions, as well as those which have been the subject of rescue or settlement measures, shall be subject to the provisions of the agreement for the payment of their accreances, and their administrators are legally required to do so. have the power to negotiate on the same terms as the other creditors of its class.

12. The application of the ranking of credits agreed in the agreement for the payment of all the accreances in charge of the businessman that have been caused prior to the date of notice of initiation of the negotiation, and of all the accrecias that arise of the agreement, without prejudice to the preference provided for in paragraph 9 of this Article. This priority will be effective both during the term of the agreement and at the time of the liquidation of the company, which is a consequence of the termination of the agreement, an event in which the rules on the ranking of credits will not be applied provided for in the Civil Code and in the other laws, except in respect of pensions, employment, social security, taxation and housing acquirers, and without prejudice to individual cases in which a pensioner or worker, or any other creditor, expressly accepts the effects of a clause of the agreement relating to a renounceable right. The ranking of appropriations may be agreed with the favourable vote of a plural number of internal or external creditors representing at least sixty per cent (60%) of the company's external and internal credits, in accordance with the list of eligible voters and votes, and with votes from different classes of creditors, in the proportions provided for in article 29 of this law.

13. The first grade ranking of the tax credits will be shared pro rata in favor of all those creditors who in compliance with the agreement give new resources to the employer, in the proportion that corresponds according to the amounts of these resources. The ranking will be shared with each creditor in the proportion that results after deduction of the amount that amounts to the current debts of each one against the DIAN and other tax authorities, once the resources are effectively put to Provision of the employer. The ranking will not be shared by the fact of the capitalization of liabilities.

14. The National Tax and Customs Directorate, DIAN, shall be entitled to a duly reasoned and stated veto within the Supervisory Committee, on the disposal of any title of property of the businessman whose disposal has not been agreed within of the agreement, provided that it is not current assets and the value of which is not less than 40% (40%) of the obligations in force against the DIAN for capital, penalties and updates.

PARAGRAFO 1. In case of mergers or divisions, the adoption of the restructuring agreement in the form provided for in the law excludes the exercise of the rights provided for in the articles 175 of the Trade Code and 6 of Act 222 of 1995, as well as 1.2.4.41. of the Resolution 400 of 1995 of the Securities Superintendence for bondholders; nor shall the right of withdrawal of partners provided for in Article 12 of Law 222 of 1995. It is understood that such exclusion is solely based on the rights of the external creditors and partners of those entrepreneurs to which the restructuring agreement relates, with the exception of the rights of creditors and other persons ' partners. (a) legal instruments such as pre-existing companies which are acquired by the employer or who are beneficiaries of the division of the employer.

PARAGRAFO 2. In the enajenations of business premises owned by the employer that are stipulated or that are the result of a restructuring agreement, there will be no place to the opposition of creditors planned in Article 530 of the Trade Code.

PARAGRAFO 3. For a clause in the agreement to personally force persons other than those provided for in the first paragraph of this article, such as the individually considered partners, the third-party guarantors or the holder of the one-person company, among others, shall require its acceptance or express ratification of the corresponding stipulation, without prejudice to the provisions of Article 1507 of the Civil Code. In the case of the employer, he himself is legally obliged to hold and execute the internal acts of his organs which are required to comply with the obligations imposed on him in the agreement.

CHAPTER V.

TERMINATION OF RESTRUCTURING AGREEMENTS

ARTICLE 35. CAUSAL TERMINATION OF THE RESTRUCTURING AGREEMENT. The restructuring agreement will be terminated at any of the following events, in full and without the need for a judicial declaration:

1. The deadline for its duration is met.

2. Where, in the terms agreed in the agreement, the parties declare that they have been completed in advance.

3. For the occurrence of a non-compliance event in such a way that it cannot be remedied in accordance with the provisions of the agreement.

4. Where the monitoring committee verifies the occurrence of circumstances which have not been provided for in the agreement and which do not permit its execution, and the external and internal creditors decide to terminate the agreement in advance, meeting of creditors.

5. When the payment of an accretion caused after the date of initiation of the negotiation is not met, and the creditor does not receive the payment within three months of the default, or does not accept the payment formula offered to him, in accordance with the provisions of a meeting of creditors.

6. Where the breach of the agreement has its cause in the serious breach of the code of conduct of business, or in the serious breach of the employer in the conclusion or execution of acts provided for in the agreement and which are dependent on the functioning and decision or favourable authorisation of its internal bodies. The non-compliances envisaged as such expressly in the restructuring agreement shall be construed as serious.

PARAGRAFO 1. In the assumptions of numerals 3, 4, 5 and 6 of this article, a meeting of internal and external creditors will be called in the manner provided for in this law to reform the agreement, which will be chaired by the promoter or who does his or her times in the terms of the numeral first of article 33 of this law, and to which the members of the surveillance committee will attend. In such a meeting, except in the case of numeral 6 of this article, it shall be decided with the favorable vote of the external and internal creditors required to conclude the agreement, in accordance with the provisions of this law, and calculated on the basis of a an ordinary or extraordinary financial statement not earlier in more than one month at the date of the meeting, and in the absence thereof, on the basis of the last ordinary or extraordinary financial statement available to the sponsor or who does his or her own times.

PARAGRAFO 2. The objections to the determination of voting rights shall be processed in accordance with the provisions of this law.

PARAGRAFO 3. In the case of the numeral 6 of this article, with the favorable vote of the absolute majority of the external creditors, and without regard to the internal creditors, the adoption may be decided immediate trust management of the company, event in which:

(a) The operation of the management and administration bodies of the employer shall be suspended in full, except in respect of the exercise of the rights of inspection and the appointment of a tax reviewer; shall be responsible for the oversight committee and the legal representation in the head of whoever is designated by it, until such time as the trustee or the liquidator is appointed, as the case may be;

(b) The administration shall be entrusted to a trust company in the capital of which no creditor is involved, and whose administrators and natural persons through which the administration intends to develop are not incourses in any of the the impediments provided for in Article 70 of this Act;

(c) The designation of such a trust company shall be made by the Supervisory Committee, on the basis of the objective and transparent assessment of the proposals received in response to an invitation to hire, addressed to all trust companies legally established to comply with the requirements set out in the previous literal, which shall include the remuneration offered, and which shall be borne by the undertaking. The terms of reference of such invitation shall be approved with the favourable vote of the absolute majority of the external creditors;

(d) The designation and choice of the trust company to be made on the basis of the criteria set out in the previous literal, and the provisional administration of the company, shall not generate civil liability in the members of the supervisory committee, except for the case of serious fault or dolo. The trust company and the natural persons through which the company manages, will respond civilly in solidarity and in the terms of the articles 23, 24 and 25 of Law 222 of 1995, being understood that in the events foreseen in the numeral 7 of that article 23, the competent authority to impart authorizations will be the committee of surveillance;

e) If the majority of the decision-making is not to be obtained in this paragraph, no acceptable proposal of any trust company, or of no appointment as an administrator within the month following the meeting of creditors, shall be obtained. the agreement shall be terminated in full;

f) If the designated trustee is recused, the respective nominee shall process the recusal within the time limits and with the procedure provided for in this law for the case of the promoters and experts. If the recusal prospers, the surveillance committee may appoint a second trust company; if a challenge against it is successful, the agreement shall be terminated in full;

g) The immediate removal of the managers of the employer which the monitoring committee indicates, will be a legal consequence of the suspension of the functioning of the internal administrative organs, such as the board of directors and the management, and in that event the action of the consecrated reintegra will not proceed in the labor legislation;

(h) The Government shall regulate the fiduciary charges for the business administration provided for in this paragraph, and in that regulation shall also determine the type of guarantees to be constituted by the trustee;

(i) The fiduciary administration provided here does not constitute a cause of subordination of the employer in respect of the trust company, of any parent or controller of the trust company, or in respect of the creditors of the employer, whether or not they are represented on the monitoring committee.

ARTICLE 36. EFFECTS OF TERMINATION OF THE RESTRUCTURING AGREEMENT.

1. When the restructuring agreement is terminated for any cause, the promoter or whoever does his or her times, in accordance with the first paragraph of article 33 of this law, shall register in the commercial register of the the corresponding chamber of commerce, where applicable, a record of its termination, which shall be enforceable against third parties from the date of such registration.

2. When the termination of the agreement occurs in the assumptions provided for in the numerals 3, 4 and 5 of article 35 of this law, the promoter or who does his or her times in the terms indicated in the numeral The Commission shall immediately forward to the competent authority the right to initiate the compulsory winding-up proceedings or the special intervention or settlement procedure, without prejudice to any other measures which may be taken by the competent authority. are brought in accordance with the law.

3. Where the employer is a public entity of national order, it shall be applied to the provisions of Article 52 of Law 489 of 1998; if it is a decentralised entity, the promoter, or (a) it shall immediately transfer to the competent authority the initiation of the proceedings and the other measures which are brought in accordance with the law applicable in accordance with the type of entity.

4. In the event of termination of the agreement in the assumptions provided for in the numerals 3, 4 and 5 of article 35 of this law, for the automatic re-establishment of the enforceability of the levies constituted with Prior to its conclusion, the referral provided for in Article 34 3) of this Law shall apply. And in such cases, all processes that have been suspended at the time of the initiation of the negotiations, in particular those provided for in Article 14 of this law, may be resumed immediately, without prejudice to the provisions of the rules governing the respective settlement process or the one that is legally applicable in each case.

CHAPTER VI.

JUDICIAL ACTIONS

ARTICLE 37. SETTLEMENT OF DISPUTES. The Superintendence of Societies in Exercise of Jurisdiction and in accordance with the provisions of the third paragraph of Article 116 of the Constitution Politics, in a single instance and through the summary verbal procedure, will be the competent one to judicially settle the controversies related to the occurrence and recognition of any of the ineffectiveness budgets foreseen in this law. The claims relating to the existence, effectiveness, validity and enforceability or the conclusion of the agreement or any of its clauses may only be attempted before the Superintendence, through the procedure indicated, by the creditors who have voted against, and within two (2) months of the date of conclusion.

It will also be the Superintendence of Societies competent to resolve, in a single instance, through the summary verbal procedure, any differences arising between the employer and the parties, between them, or between the employer or the parties with the directors of the company, on the occasion of the execution or termination of the agreement, other than the occurrence of an ineffectiveness budget of those provided for in this law. Such differences shall include those relating to the occurrence of causal termination of the agreement.

The Superintendence, in the exercise of the functions provided for in this article, may, if it considers it appropriate, ex officio or at the request of a party, without need of caution, decree the embargo and sequestration of goods or the registration of the claim, or any other precautionary measure which may be useful for the purposes of the dispute. These measures will also be subject to the relevant provisions of the Code of Civil Procedure.

ARTICLE 38. FAILURE TO COMPLY WITH CREDITORS. Without prejudice to the provisions relating to the failure to comply with the temporary labor agreements provided for in this law, for which the provisions of the labor laws will be subject to the non-compliance of any of the an obligation arising out of the agreement in charge of a creditor, will be entitled to demand his declaration before the Superintendence of Societies through the summary verbal procedure, in a single instance. Executive demands will be brought forward to ordinary justice.

PARAGRAFO. When the default of the creditors constitutes an event of non-compliance and results in the termination of the agreement, the employer or any creditor may claim compensation for the damages; and Only after the completion of the relevant process, can the claims which the defendant creditor be able to require from the company be taken into account. In the event of a declaration of the creditor's failure, the attention paid to his claims shall be deferred to the previous payment of the other external liabilities, after deduction of the value corresponding to the damage conviction, which shall be deemed to be all other creditors, in proportion to their respective claims, after deduction of 10% (10%) of the reward recognised in favour of the applicants. But if the process culminates with a favorable judgment to the defendant, without prejudice to the other legal actions that correspond, the claims of the plaintiff will only be taken after payment of the other external liabilities.

ARTICLE 39. REVOKING AND SIMULATION ACTIONS. Any creditor may seek the revocation or simulation of the following acts and contracts performed by the employer within eighteen (18) months prior to the initiation of the negotiation of a restructuring agreement:

1. The extinction of obligations, payments in payment, granting of guarantees, contracts of guarantee, contracts of commercial loyalty, sales with repurchase agreements, contracts of leasing that involve the transfer of assets of property of the employer (leaseback) and, in general, any act involving the provision, constitution or cancellation of charges, limitation or dismemberment of the property of the employer, causing direct damage to creditors, even in the future.

2. Any act of free title that demerite the estate affected the company.

3. Acts and contracts concluded or executed with the administrators of any employer, in a corporate manner or not as referred to in Article 22 of Law 222 of 1995, with the partners, the controllers, and the persons referred to in subparagraphs (a), (b), (c) and (d) of point 3o. of article 20 of this law, including labor contracts and labor reconciliations.

PARAGRAFO 1. The revocation and simulation actions provided for in this article will be dealt with before the Superintendence of Societies, in a single instance and through the summary verbal procedure. The revocation and simulation actions, as well as any other actions that may be taken in the case of obligations or reconciliations of work, will be attempted in the face of labor justice.

PARAGRAFO 2. When it is necessary to ensure the results of the recall or simulation actions, the Superintendence, if it considers it appropriate, on its own initiative or at the request of a party, without the need for caution, will decree the (a) seizure and seizure of property, the registration of the claim or any other precautionary measure which in his judgment is useful for the purposes of the proceedings, including the suspension of payment of claims in respect of claims arising from acts and contracts of the provided for in the third paragraph of this Article, which may also be decreed by the Labour judges. These measures will also be subject to the relevant provisions of the Code of Civil Procedure.

PARAGRAFO 3. The judgment that decrees the revocation or simulation of the act in question, shall, among other measures, provide for the cancellation of the registration of the rights of the defendant due and that of his successors in title, and in his place shall be registered with the employer as the holder of the rights which correspond to him. To this end, communications and trades shall be delivered to the relevant registration offices.

Those who have contracted with the employer and the successors in bad faith who have contracted with him, shall be obliged to return the goods to him in respect of the act revoked or simulated. If the refund is not possible, it will be ordered to give you the value of the things at the date of the judgment, deduced the useful and necessary improvements that correspond to the possessor of good faith.

Those who have contracted in good faith with the employer and who are defeated will have the right to claim the amount of money from the consideration they have given to the businessman, credit that will receive the treatment of a chiropractic credit.

PARAGRAFO 4. In the event where the recall or simulation action prospers in whole or in part, the creditor or plaintiff creditors shall have the right to be recognized in the judgment as a reward, the the employer's preferential payment of a sum equivalent to 10% (10%) of the commercial value of the asset that is recovered for the company, or of the profit that is directly or indirectly reported to the company. If such proceedings culminate in a judgment in favour of the defendant, the payment of the claimants ' claims shall be subordinated to the attention of the rest of the external liability.

PARAGRAFO 5. The actions of revocation, simulation and any other type of employment shall be processed in accordance with the procedure laid down in the labour standards, without prejudice to the effects of the The judgments provided for in the preceding paragraphs, which will also be preferred for judgments in such proceedings.

TITLE III.

OF OTHER INTERVENTION INSTRUMENTS

ARTICLE 40. CAPITALISATION OF LIABILITIES. The capitalisation of liabilities in restructured firms may be made by voluntary subscription by each creditor concerned with shares, risk bonds and other mechanisms of subordination of the liabilities. debts that come to be agreed. The National Government will regulate the own regime of risk bonds.

Shares or risk bonds corresponding to loans capitalised by credit institutions shall be accounted for as marketable investments and shall be sold within the term of the agreement.

The risk bonds that are subscribed to within the agreements referred to in this law shall be computed as a patrimonial account in order to generate the cause of dissolution for losses, and in the event of liquidation of the restructured company shall be paid after all external liabilities and prior to any repayment in favour of the internal creditors.

The work credits may also be capitalised, provided that their holders individually and expressly agree on the terms, proportions, amounts and time limits in which the ranking is maintained or modified in whole or in part. It was up to them as privileged creditors, in particular for the event where the restructuring agreement would be missed. Such capitalisations are subject to a suspension of authorization by the Ministry of Labour, which must be given a decision within the month following the date on which the application is lodged; the term referred to above is expired without In response to the request, the corresponding capitalization may be carried out. The recovery of the first-degree preference of the capitalised labour credits in the event in which the agreement fails, can be agreed in a different manner from that provided for in Decree 1425 of 1996.

Shares and risk bonds arising from the capitalisation of liabilities may confer on their holders all kinds of economic privileges and, even, special voting rights in certain matters, provided that such prerogatives are approved by the internal creditors under the same conditions as in the numerals 2 and 5 of Article 30 of this Law.

For the issuance and placement of the shares and risk bonds from the capitalization of credits, the inclusion in the agreement of the subscription regulation will be sufficient. Consequently, no procedure or authorization will be required for the placement of the respective titles and the increase of the capital may be entered, free of charge, in the commercial register of the competent Chamber of Commerce, accompanied by the copy of the the agreement and the certificate of the legal representative and the tax reviewer, or in the absence of the entity's accountant, on the number of securities subscribed and the increase recorded in the capital.

The disposal of the social units from capitalisations will involve a preferential offer to the partners, in the terms provided for in the agreement. For the disposal of third parties, recourse shall be made to public or private supply mechanisms, as provided for in the agreement and in accordance with the provisions of the public securities market. This is without prejudice to the provisions of special legal provisions applicable to the disposal of social interests in certain entities or by a certain class of partners.

ARTICLE 41. NORMALISATION OF PENSION LIABILITIES. The restructuring arrangements in which the employer is required to meet or provide for the payment of pension liabilities, must include the provisions on the normalisation of pension liabilities in accordance with the (a) rules for such an effect to be issued by the National Government, to which acts and contracts to be concluded and executed on the basis of such clauses should also be adjusted.

For this purpose, mechanisms such as the creation of adequate reserves within a given time frame, reconciliation, negotiation and payment of liabilities, total or partial pensional switching and the constitution of autonomous assets will be established. These mechanisms may be applied in all cases where the pension liability is normalised, even if the latter does not make part of a restructuring agreement.

PARAGRAFO 1. The Superintendence that exercises the inspection, surveillance or control of the company that is in the process of restructuring, will authorize the mechanism that the company chooses for the normalization of its liabilities In accordance with the Ministry of Labour's competence, the Ministry of Labour will be responsible for this. The restructuring agreements to be concluded without the corresponding authorisation shall not be legally effective.

In the case of public entities of the national order or of public entities of the territorial level, when the latter are not subject to the inspection, surveillance or control of a Superintendence, it will be further required for the same effects of a favorable concept of financial viability issued by the Ministry of Finance and Public Credit.

PARAGRAFO 2. Stand-alone assets that are constituted as collateral for the financing of pension liabilities may be managed by the Pension Fund Administrators or by the trust companies in the way the National Government points out.

The pension commutation can be made with the Social Insurance Institute, and life insurance companies; the pension commutation may also be made in whole or in part through the pension funds and the self-employed assets. Pension funds managed by trust companies or pension fund managers. The Government shall regulate the scope of the commutation, in whole or in part, of the cases, conditions, forms of payment and guarantees to be applied in each case for the purpose, in such a way as to adequately protect the pensioners.

PARAGRAFO 3. When credits are granted to finance the payment of the pension liabilities or to make their commutation, these credits will have the same privilege of the labor credits whose payment is made or Switch.

PARAGRAFO 4.

1. Create the Financial Fund of the Pensional Passive as a special account of the Nation, without legal status, attached to the Ministry of Economic Development, whose resources will be administered in fiducia or through the autonomous assets of treats this article. The resources of the Fund may only be used for financing the pension liability of legal origin in charge of the undertakings referred to in Articles 260, href="pro_job_code pr009.html#268"> 268, 269 , and 270 of the Substantive Labor Code, as well as substitutions, readjustments, and additions of the same.

The financing will be made through the granting of loans with the conditions set by the National Government, which will also regulate the administration and the functioning of the financial resources of the Pensional Financial Fund, agreement with the provisions of this law.

2. Fund resources will prevent:

(a) Credit lines that grant Bancoldex or the IFI according to National Government regulations;

(b) Pension funds may invest in instruments issued by the Financial Fund of the Pensional Liabilities, in accordance with the investment regime indicated by the Banking Superintendency. The National Fund of Guarantees S. A. may grant guarantees or guarantees for the structuring of the respective emissions.

3. They may apply to the Financial Fund for Pensional Liabilities in order to obtain the appropriations for the pension liability covered by this provision, those undertakings referred to in paragraph 1 of this paragraph, which also comply with the provisions of this Article. Following conditions:

(a) In the case of companies with a term of more than 30 years from the date of their establishment;

b) That generate productive employment;

(c) producing goods or services for domestic consumption or for export;

d) That your pension liability affects your cost structure and is therefore committed to successfully compete;

e) That they undertake to make a special reservation to guarantee the payment of the financing of their pension liability.

4. The conditions of credit for companies that perform the pensional switching will be done by the government at market rates.

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