ACT 1258 2008
Official Gazette No. 47194 of December 5, 2008
CONGRESS OF THE REPUBLIC Through which society is created simplified stock.
THE CONGRESS OF COLOMBIA DECREES:
CHAPTER I. GENERAL PROVISIONS.
ARTICLE 1o. CONSTITUTION. The simplified joint stock company may be constituted by one or more natural or legal persons who are liable only up to the amount of their contributions.
Except as provided in Article 42 of this law, or shareholders are not responsible for labor, tax or other nature obligations incurred by the company. Effective Jurisprudence
Concordant Article 2.
. LEGAL PERSONALITY. The simplified joint stock company, has been entered in the commercial register, form a legal entity distinct from its shareholders.
ARTICLE 3. NATURE. The simplified joint stock company is a capital company whose nature is always commercial, regardless of the activities under its corporate purpose. For tax purposes, the simplified joint stock company shall be governed by the rules applicable to corporations.
ARTICLE 4. INABILITY TO NEGOTIATE SECURITIES IN THE PUBLIC MARKET. Shares and other securities issued by the simplified joint stock company may not register in the National Registry of Securities and Issuers or traded on the stock exchange.
CONSTITUTION AND TESTING OF THE COMPANY.
The 5th ITEM. CONTENT OF DOCUMENT OF INCORPORATION. The simplified joint stock company will be established by contract or unilateral act recorded in a private document, registered in the Commercial Register of the Chamber of Commerce of where society establishes his principal residence, which shall be expressed at least the following: | || 1o. Name, identity and address of shareholders.
2o. Company name or name of the company, followed by the words "simplified joint stock company"; SAS or letters;
3o. The main address of the company and the various branches established in the act of incorporation.
4o. The duration, if he is not indefinite. If nothing is expressed in the act of constitution, it is understood that the company has been established for an indefinite term.
5O. A clear and complete statement of the main activities, unless expressed that the company may perform any commercial or civil, lawful activity. If nothing is expressed in the act of constitution, it is understood that the company may perform any lawful activity.
6o. The authorized capital, subscribed and paid, class, number and nominal value of the capital shares and the form and terms in which these must be paid.
The 7th. The administration form and name, identity and powers of its directors. In any case, it must be appointed at least one legal representative. PARAGRAPH 1.
. The document authentication constitution shall be pre-registered in the Commercial Register of the Chamber of Commerce, for those involved in your subscription way. Such authentication may be made directly or by proxy. PARAGRAPH 2.
. When the assets contributed to society understand goods whose transfer requires a public document, the constitution of the company must be equally and also enroll in the corresponding records.
ARTICLE 6o. CONTROL ACT TO ESTABLISHING AND ITS REFORMS. The Chambers of Commerce verify the compliance of the provisions of the Constitutive Act of the acts of appointment and of each of its reforms with the provisions of the law. Therefore, they shall not register the document by which it is constituted, an appointment is made or the statutes are reformed, when any of the requirements in the previous article or law is omitted.
Done duly registration of public or private charter, you may not challenged the contract or unilateral act but by the lack of essential elements or for breach of substantive requirements, in accordance with Articles 98 and 104 of the Commercial Code.
ARTICLE 7. SOCIETY FACT. While the entry of private or public document of constitution is not made in the Chamber of Commerce of where society establishes his principal residence shall mean for all legal purposes that society is in fact if there were several partners. If in the case of one person, will be personally liable for the liabilities incurred in development of the company.
Article 8. PROOF OF EXISTENCE OF THE COMPANY. The existence of the simplified joint stock company and the statutory clauses will be tested with certification of the Chamber of Commerce, stating not be dissolved and liquidated society.
SPECIAL RULES ON CAPITAL AND SHARES.
Article 9. SUBSCRIPTION AND PAYMENT OF CAPITAL. The subscription and payment of capital will be in a position, proportions and deadlines other than those provided for in the rules contained in the Commercial Code for corporations. However, in any case, the deadline for payment of shares exceed two (2) years.
The statutes of the simplified joint stock companies may be established percentages or minimum or maximum amounts of capital which may be controlled by one or more shareholders, directly or indirectly. If established these rules of variable capital, the statutes may contain provisions governing the effects of the breach of these limits.
ARTICLE 10. CLASSES OF SHARES. various classes and series of shares may be created, including the following, according to the terms and conditions provided in the respective laws: (i) preferred shares; (Ii) shares with preferential dividend and no voting rights; (Iii) annual fixed dividend shares and (iv) cash shares.
The back of the share certificates, shall provide the rights attached to them.
PARÁGRAFO. In the case where the payment shares are used against labor obligations, they must meet the strict and precise limits laid down in the Labour Code for payment in kind.
ARTICLE 11. VOTING single or multiple. The statutes voting rights that apply to each class of shares, with express indication of the attribution of single or multiple voting, if any place it is expressed.
ARTICLE 12. TRANSFER OF SHARES TO COMMERCIAL trusts. Shares in the capital of the company is divided by simplified shares they may be situated in a commercial trust, provided that in the register of shareholders, identify the trustee, as well as beneficiaries of autonomous assets along with their corresponding percentages in the trust.
The rights and obligations for being a partner will assist the trustee shall be exercised by the trust company that bears the representation of autonomous assets, in accordance with the instructions of the settlor or beneficiary, as appropriate.
ARTICLE 13. RESTRICTIONS ON TRADING OF SHARES. The statutes may provide for the prohibition of trading the shares issued by the company or any of its classes, provided that the duration of the restriction does not exceed ten (10) years from the date of issuance. This term may only be extended for additional periods not exceeding (10) years, by unanimous will of all shareholders.
The back of the titles should be made explicit reference to the restriction referred to in this article.
ARTICLE 14. AUTHORIZATION FOR TRANSFER OF SHARES. The statutes may submit any trading shares or any class of them to the prior authorization of the assembly.
VIOLATION OF ARTICLE 15. RESTRICTIONS ON THE NEGOTIATION. Any negotiation or transfer of shares made in violation of the provisions of the statutes shall be ineffective and void.
ARTICLE 16. CHANGE OF CONTROL IN THE COMPANY SHAREHOLDER. In the statutes the obligation of the shareholder companies in the sense of informing the legal representative of the respective simplified joint stock company about any transaction involving a change of control over those may be established as provided in Article 260 Commercial Code.
In these cases of change of control, the assembly is empowered to exclude companies whose shareholders control situation was modified by a decision adopted by the assembly.
The breach of duty of information referred to in this Article by any shareholder companies, in addition to the possibility of exclusion under section 39 of this Act may lead to a deduction of twenty percent (20 %) in the value of the refund, by way of punishment.
PARÁGRAFO. In the cases referred to in this article, determinations regarding the exclusion and the imposition of financial penalties require approval of the shareholders, given the favorable vote of one or more shareholders representing at least half plus one of the respective shares present at the meeting, excluding the vote of the shareholder who is the subject of these measures.
ORGANIZATION OF THE COMPANY.
ARTICLE 17. ORGANIZATION OF THE COMPANY. The statutes of the simplified joint stock company freely determine the organizational structure of the company and other regulations governing its operation. In the absence of statutory provision, it means that all functions under Article 420 of the Commercial Code shall be exercised by the assembly or the sole shareholder and that the administration will be in charge of the legal representative.
PARÁGRAFO. During the time the society has only one shareholder, this may exercise the powers the law gives them the various social bodies, as they are compatible, including the legal representative.
ARTICLE 18. MEETINGS OF SOCIAL BODIES. The shareholders may meet in the main home or outside, although a universal quorum is not present, provided that the quorum and call under Articles 20 and 22 of this law are met.
ARTICLE 19. MEETINGS SIMULTANEOUS COMMUNICATION AND WRITTEN CONSENT. They may be made by simultaneous or successive meetings and written communication consent. If no established statutory mechanisms for conducting meetings by simultaneous or successive communication and written consent, the rules will continue in Articles 19 to 21 of Law 222 of 1995. In no case delegate will be required by the Superintendency of societies for this purpose.
ARTICLE 20. NOTICE OF SHAREHOLDERS. Unless written statutory provision to the contrary, the assembly will be convened by the legal representative of the company, in a communication addressed to each shareholder with a minimum of five (5) business days. In the notice convening the order of the day corresponding to the meeting will be inserted.
When they approved year-end balances or operations of transformation, merger or demerger, the right of inspection of shareholders may be exercised during the five (5) business days prior to the meeting, unless the statutes a higher term is appropriate.
PARÁGRAFO. The first call for a meeting of the shareholders may also include the date on which there will be a meeting of second call in case of not being able to conduct the first meeting for lack of quorum performed. The second meeting may not be scheduled for a date earlier than ten (10) working days of the first meeting, no later than thirty (30) working days from that moment.
ARTICLE 21. WAIVER OF NOTICE. The shareholders waive their right to be summoned to a given session of the assembly, by written notice sent to the legal representative of the company before, during or after the corresponding session. Shareholders may also waive their right of inspection concerning matters that clause 2 of Article 20 of this Law, by the same procedure indicated.
Although there shall have been summoned to the assembly, it is understood that the shareholders attending the meeting concerned have waived the right to be called, unless express their dissatisfaction with the lack of call before the meeting takes cape.
ARTICLE 22. QUORUM AND MAJORITY IN THE SHAREHOLDERS 'MEETING. Unless otherwise provided, the assembly will deliberate with one or more shareholders representing at least half plus one of the subscribed shares.
Determinations shall be adopted by the affirmative vote of a singular or plural number of shareholders representing at least half plus one of the shares present, unless the statutes a determining higher majority for some or all decisions are envisaged.
PARÁGRAFO. In societies with sole shareholder determinations that correspond to the assembly they shall be adopted by that. In these cases, the shareholder shall record such determinations minutes duly recorded in the corresponding book of society.
ARTICLE 23. Split votes. In the case of the election of boards or other collegial bodies, shareholders may divide their votes.
ARTICLE 24. SHAREHOLDERS AGREEMENTS. The shareholder agreements on the purchase or sale of shares, preference to acquire, restrictions on transfer, the exercise of the right to vote, the person who will represent the actions in the assembly and any other legal matter, must be complied with by the company when shall have been deposited in the offices where the administration of society to work, provided their term it may not exceed ten (10) years, extendable by unanimous will of its subscribers for periods not exceeding ten (10) years.
Subscribers shareholders agreement should indicate at the time of deposit, the person who will represent them for information or to provide it when this regardless requested. The company may request in writing to the representative clarification of any of the clauses of the agreement, in which case the answer should be provided, also in writing, within five (5) calendar days following receipt of the request. PARAGRAPH 1.
. The Chairman of the meeting or the collegiate deliberative body of the company will not count the vote proffered in violation of a shareholders' agreement duly deposited. PARAGRAPH 2.
. Under the conditions provided in the agreement, shareholders may promote before the Superintendency of Companies, through the process of verbal summary process, the specific performance of the obligations agreed in the agreements.
ARTICLE 25. BOARD OF DIRECTORS. The simplified joint stock company is not required to have board, unless otherwise provided in the bylaws. If the creation of a board is not stipulated, all the functions of administration and legal representation will correspond to the legal representative appointed by the assembly.
PARÁGRAFO. If agreed upon in the statutes creating a board, this may be integrated with one or more members for which substitutions may be made. Directors may be appointed by electoral quotient, majority voting or by any other method provided for in the statutes. The rules on its operation shall be determined freely in the statutes. In the absence of statutory provision, this body shall be governed by the provisions of the relevant legislation.
ARTICLE 26. LEGAL REPRESENTATION. The legal representation of the simplified joint stock company will be headed by a natural or legal person appointed as provided in the bylaws. In the absence of provisions it will mean that the legal representative may enter into or perform all acts and contracts falling within the social object or that relate directly to the existence and functioning of society. In the absence of statutory provision against the appointment of a legal representative, your choice will be up to the meeting or sole shareholder.
ARTICLE 27. LIABILITY OF ADMINISTRATORS. The rules on the liability of directors contained in Law 222 of 1995, apply to them both the legal representative of the simplified joint stock company and its board and other governing bodies, if any.
PARÁGRAFO. Natural or legal persons who, without being directors of a simplified joint stock company, to meddle in a positive activity management, administration or management of the company, shall incur the same responsibilities and penalties applicable to administrators.
ARTICLE 28. STATUTORY FINANCIAL
. In case of requirement of the law have to provide the office of auditor, the person holding that office shall be certified public accountant with valid business card. In any case
profits are justified in financial statements prepared in accordance with generally accepted accounting principles and audited by an independent public accountant.
CHAPTER V. STATUTORY REFORMS AND REORGANIZATION OF THE COMPANY.
ARTICLE 29 STATUTE. The statutory amendments be adopted by the assembly, with the favorable vote of one or more shareholders representing at least half plus one of the shares present at the respective meeting. The respective determination shall be recorded in a private document registered in the Commercial Register, unless the reform involves the transfer of property by deed, in which case it shall be governed by this step.
ARTICLE 30. RULES APPLICABLE TO THE TRANSFORMATION, MERGER AND SPIN. Notwithstanding the special provisions of this Act, the rules governing the transformation, merger and division of companies shall be applicable to the company by simplified shares and the actual provisions of the right of withdrawal contained in Law 222 of 1995 .
PARÁGRAFO. The shareholders of the acquired or split companies may receive cash, shares, debentures or equity interests in any company or any other asset, as the only consideration in the process of merger or division that advance the simplified joint stock companies.
TRANSFORMATION. Any company may become simplified joint stock company, before the dissolution, if so decided by the assembly or board of shareholders, by unanimous determination of the associated holders of all of the outstanding shares. The corresponding decision must be recorded in a private document registered in the Commercial Register.
Similarly, the simplified joint stock company may be transformed into a society of any of the rates provided for in Book II of the Commercial Code, provided the respective decision is adopted by the assembly, by unanimous decision of the headlines associated of all of the outstanding shares.
PARÁGRAFO. The requirement of unanimity of the subscribed shares will also be required in those cases where, by virtue of a merger or demerger or any other legal business, the transition from a society proposes simplified stock to another corporate type or vice versa.
ITEM 32. GLOBAL ASSET DISPOSITION. It is understood to overall disposition of assets when the simplified joint stock company intends to dispose of assets and liabilities representing fifty (50%) or more of the liquid assets of the company on the date of disposal.
The global sale will require approval of the assembly, given the favorable vote of one or more shareholders representing at least half plus one of the shares present at the respective meeting. This operation will lead to withdrawal rights for absentees and dissidents in case of deterioration shareholders equity.
PARÁGRAFO. The global sale of assets will be subject to registration in the commercial register.
ABREVIADA ARTICLE 33. MERGER. In cases where a company holds more than ninety (90%) of the shares in a simplified joint stock company, that can absorb this, by determination made by the legal representatives or by the boards of the companies participating in the process of fusion.
The merger agreement may be made by private document registered in the Commercial Register, unless within the transferred assets are assets whose sale requires a public deed. The merger may lead to the withdrawal right for shareholders absentees and dissidents in the terms of Law 222 of 1995, as well as the opposition court action under Article 175 of the Commercial Code.
The text of abbreviated merger agreement must be published in a newspaper of general circulation as established by Law 222 of 1995, within the same term will lead to opposition from third parties who may require guarantees necessary and / or sufficient.
Dissolution and liquidation.
ARTICLE 34. DISSOLUTION AND LIQUIDATION. The simplified joint stock company shall be dissolved:
1o. On expiry of the term provided for in the statutes, if any, unless it were extended by registered in the commercial register before it expires document.
2o. For failure to develop activities under its corporate purpose.
3o. For the initiation of the process of liquidation.
4o. For the reasons specified in the statutes.
5O. By the will of the shareholders adopted at the meeting or by decision of the sole shareholder.
6o. By order of the competent authority and the 7th
. For losses that reduce the net assets of the company below fifty percent of the subscribed capital.
In the case provided for in paragraph above the 1st, the dissolution will occur as of right from the date of expiration of the term, without special formalities. In other cases, the dissolution will occur from the date of registration of the private document or the enforcement of the act containing the decision of competent authority.
Enervation ARTICLE 35. DISSOLUTION OF GROUNDS. the dissolution of the society can be avoided by taking measures as may be appropriate, according to it occurred causal provided the enervation of the causal occur during the six (6) days following the date months in which the Assembly recognizes its occurrence. However, this period shall be eighteen (18) months in the case of the grounds provided in the 7th ordinal of the preceding article.
PARÁGRAFO. The grounds for dissolution by supervening unipersonalidad or reduction of the minimum in other types of companies under the Commercial Code pluralities may also enervated by transforming into simplified joint stock company, if so decided by the remaining partners unanimously or surviving partner.
ARTICLE 36. LIQUIDATION. Liquidating the assets will take place according to the procedure set for the settlement of LLCs. It will act as liquidator, the legal representative or the person appointed by the shareholders.
ARTICLE 37. APPROVAL OF FINANCIAL STATEMENTS. Both the financial statements of a general or special purpose, such as management reports and other social accounts must be submitted by the legal representative for consideration by the shareholders for approval.
PARÁGRAFO. In the case of simplified joint stock companies with sole shareholder, this shall approve all social accounts and such approval shall record in the minutes duly recorded in the corresponding book of society.
ARTICLE 38. PROHIBITIONS SUPPRESSION. The prohibitions contained in Articles 155, 185, 202, 404, 435 and 454 of the Commercial Code are not applied to the simplified joint stock companies, unless the statutes otherwise provided.
ARTICLE 39. EXCLUSION OF SHAREHOLDERS. The statutes may provide grounds for exclusion of shareholders, in which case must be complied with reimbursement procedure provided for in Articles 14 to 16 of Law 222 of 1995. If the post involves reimbursement
a capital reduction compliance should be given further as provided for in Article 145 of the Commercial Code.
PARÁGRAFO. Unless a different procedure is established in the bylaws, the exclusion of shareholders require approval of the assembly, given the favorable vote of one or more shareholders representing at least half plus one of the shares present at the respective meeting, without the vote of the shareholder or shareholders who are the subject of this measure.
ARTICLE 40. DISPUTE RESOLUTION CORPORATE. Disputes arising to shareholders each other or with the company or its management, developing the social contract or unilateral act, including the challenge of determinations assembly or board of directors on the basis of any legal grounds, may be subject to arbitral decision or conciliators, if it is agreed in the statutes. Effective Jurisprudence
Matches Legislation Previous
UNANIMOUSLY FOR AMENDMENT OF STATUTORY PROVISIONS. Enshrined in the statutes clauses as provided in Articles 13, 14, 39 and 40 of this law may only be included or modified by determining holders hundred percent (100%) of the outstanding shares.
ARTICLE 42. REJECTION OF LEGAL PERSONALITY. When society is used simplified stock in fraud against the law or against third parties, shareholders and managers who have made, participated in or facilitated defraudatorios acts jointly liable for the obligations under such acts and the damage caused.
The declaration of nullity of defraudatorios acts be brought forward to the Superintendency of Companies, through verbal summary procedure.
The claim for damages that may be required for any damages arising from the acts will defraudatorios competition, prevention of the Superintendency of Companies or civil judges of the specialized circuit, and in the absence of these, civilians circuit of the plaintiff's domicile, by the process of verbal summary process. Jurisprudence
ARTICLE 43. RIGHT ABUSE. Shareholders should exercise the right to vote in the interest of the company. the vote exercised with the purpose of causing damage to the company or other shareholders or to obtain for himself or for a third unjustified advantage, and that vote that may be detrimental to the company or to other shareholders are deemed abusive. Who abuses its shareholder rights in the determinations made in the assembly, be liable for the damages caused, without prejudice to the Superintendency of Companies may declare the absolute nullity of the adopted decision, by the unlawfulness of the object.
The action of absolute nullity and for damages of the respective determination may be exercised both in cases of abuse of majority and minority and the parity. The corresponding procedure will advance to the Superintendency of Companies by verbal summary process. Jurisprudence