ACT 1727 2014
Official Gazette No. 49209 of July 11, 2014 CONGRESS OF THE REPUBLIC
By which the Commercial Code reform, standards are set to strengthen governance and functioning of the Chambers of Commerce and other provisions.
THE CONGRESS OF THE REPUBLIC OF COLOMBIA
DECREES: TITLE I.
ADMINISTRATION OF THE CHAMBERS OF COMMERCE.
ARTICLE 1o. Amend Article 79 of the Commercial Code, which will read:
"Article 79. Administration and Management of the Chambers of Commerce. The Chambers of Commerce are administered and governed by merchants registered in the commercial register having the status of members.
The National Government shall determine the jurisdiction of each Chamber, taking into account geographical continuity and trade links of the municipalities that will group, within which shall exercise its functions ".
. BOARD OF CHAMBERS OF COMMERCE. Each Chamber of Commerce shall have a Board that will be the highest body of the entity.
ARTICLE 3. Amend Article 80 of the Commercial Code, which will read:
"Article 80. Integration of the Board. The Boards of Directors of the Chambers of Commerce will be made up of elected members and representatives designated by the national government. Members will be principal and alternate.
The National Government will be represented on the boards of the Chambers of Commerce by up to a third of each meeting.
The Government shall determine the number of members that make up the Board of Directors of each camera, including government representatives, taking into account the number of members in each and the commercial importance of the constituency.
The Board shall be composed of a number of six (6) to twelve (12) members, as determined by the National Government. "
ARTICLE 4. QUALITY OF BOARD MEMBERS. In addition to the provisions of Article 85 of the Commercial Code, to be members of the Board is required to have continuously flaunted quality affiliate during the two (2) years prior calendar to thirty-one (31) of March corresponding to the respective election.
The members of the Board shall meet the requirements for membership or to maintain this condition.
For legal representatives of legal persons which may come to integrate the Board, these must prove the same requirements for members, except if traders.
Members appointed by the National Government must meet the requirements for membership or a professional degree with experience, at least five (5) years, in activities integral to the nature and functions of the Chambers of Commerce.
The 5th ITEM. Amend Article 82 of the Commercial Code, which will read:
"Article 82. Period. With the exception of those designated by the Government members, the members of the Board shall be elected for an institutional period of four (4) years with the possibility of immediate re-election only once.
Members appointed by the National Government period and will not be appointed and removed at any time.
Challenges regarding the form as prepared or made any election or ballot shall be heard and decided by the Superintendency of Industry and Commerce. The decision comes appeal for reconsideration ".
ARTICLE 6o. Amend Article 83 of the Commercial Code, which will read:
"Article 83. Quorum to deliberate and decide. The Board of Directors shall meet at least once a month and there will be a quorum to deliberate and decide validly on the board with an absolute majority of its members. The appointment and removal of legal representative and the approval of the statutory reforms, must have the favorable vote of at least two-thirds of its members. "
ARTICLE 7. SPECIAL DUTIES OF THE BOARD. Given the special nature and functions of the Chambers of Commerce, its directors act in good faith, loyalty, diligence, confidentiality and respect.
The Board, in the performance of its functions, will be responsible for planning, policy, control and evaluation of management of the respective Chamber of Commerce. Co-administered or refrain from intervening in the management and in particular issues of its ordinary administration, outside of its legal and statutory powers.
PARÁGRAFO. The National Government shall regulate the manner of convening and meetings of the Board of the Chamber of Commerce.
Article 8. RESPONSIBILITY OF THE MEMBERS OF THE BOARD. The members of the Board of Directors jointly and unlimitedly liable for the damages by intent or gross negligence caused to the respective chamber, except in the case of absent members or dissidents. If the Board member is a legal person, liability will be her and her legal representative.
Article 9. Ineligibility and incompatibility. Members of the Boards of Chambers of Commerce and the legal representatives of legal entities that make up the boards shall be subject to the disqualifications and incompatibilities set forth herein, subject to the special disqualifications established by Law 80 of 1993, Law 734 2000, Law 1150 2007 1474 2011 Act and other regulations that add to or modify, regarding the performance of public duties assigned to the Chambers of Commerce.
May not be members of the boards, natural or legal persons who are in any of the following circumstances:
1. Being part of the same business group, declared in accordance with existing laws, it belongs to another member of the Board.
2. Be an administrator or have participation in companies which have the status of parent, subsidiary or subordinate, another member of the Board of the Chamber society.
3. Being a member of another member of the Board of the Chamber of Commerce society.
4. Being a member or director of a company which has an interest in any member of the Chamber of Commerce, with the exception of companies whose shares are traded on the public market.
5. It has been sanctioned with revocation or expiration declaration by repeated failure by a state agency in the last five (5) or three (3) years, respectively.
6. Being spouse, permanent partner or being related within the third degree of consanguinity, affinity or civil with any other member of the Board.
7. Being spouse, permanent partner or being related within the third degree of consanguinity, affinity or civil with any officer of the House.
8. Exercise public office.
9. He has exercised public office during the previous calendar year to the thirty-one (31) corresponding to the March election, within the specific jurisdiction of the respective chamber year.
10. Bodies have belonged to national or local decision within parties or political associations legally recognized during the previous calendar year to the thirty-one (31) March of the year the election.
11. Have aspired to elected office during the calendar year prior to thirty one (31) March corresponding to the election, within the jurisdiction of the respective chamber year.
12. It has been sanctioned for serious offenses relating to breach of the laws, ethical standards and good governance of any Chamber of Commerce, during the previous period.
PARÁGRAFO. The grounds provided for in paragraphs 9, 10 and 11 only apply to members of Board of choice.
ARTICLE 10. REVOCATION OF THE ELECTION BOARD. When prosper challenging the election of Board or the Superintendent of Industry and Commerce ordered its removal and the decision affects all the elected representatives of the National Government shall, within a period not exceeding thirty (30) days calendar, appoint new members, natural or legal persons, to complete their integration. He defeated this term has been effected without further nominations, it will be up to the Superintendency of Industry and Commerce perform them. In the aforementioned events, new members must meet all of the requirements to be director of the Chamber of Commerce. These will act up and take possession when you choose a new board.
The elections for the appointment of new Board members shall be made within two (2) days following the execution of the administrative act that declared prosperous contesting elections months.
ARTICLE 11. VACANCY
AUTOMATIC BOARD. Failure to attend five (5) Board sessions in the period of one (1) year, with or without just cause, automatically create the vacancy of a member of Board of Directors. the absence of the principal is not counted in the case of extraordinary meetings they attend his deputy. In the event of the vacancy of a member of Board of Directors principal, staff alternate take his place.
In addition, automatic vacancy in the office of member of Board of Directors will occur when during the period for which has been chosen is present any circumstance involving loss of quality affiliate or when there occurs a cause of disability under the law.
The absolute lack of a primary and alternate member, elected by the members, produce vacancy corresponding line, in which case will be replaced by the next line in the order entered in the respective list. In the event that the list does not have additional items, the vacancy will be occupied by a principal and an alternate appointed by the Board from the list of candidates in the relevant election, setting the electoral quotient, obtained the highest residue following. If in the case of single list, the vacancy will be occupied by a principal and elected by the Board alternate.
If the definitive vacancy of principal or alternate corresponding to an officer appointed by the National Government, the Chairman of the Board, shall inform the National Government, within two (2) business days following the date on to be aware, so that the procedures for replacement are initiated within a period of one (1) month.
Case of the absence of one of the main members appointed by the national government, the alternate shall replace him in his temporary and permanent vacancies. In the latter event, the replacement will be until a new appointment by the Government is made. Effective Jurisprudence
Article 12. Amend Article 92 of the Code of Commerce, which will read:
"Article 92. Requirements to become an affiliate. They may be members of a Chamber of Commerce, natural or legal persons:
1. So request.
2. With at least two (2) consecutive years of enrollment at any Chamber of Commerce.
3. They have exercised during this term commercial activity, and
4. They have fulfilled their obligations permanently arising from a merchant, including the timely renewal of commercial registration in each period.
The affiliate to maintain their status must continue to meet the above requirements.
Who holds the legal representative of a legal person must meet the same requirements for affiliates, except to be a merchant. "
ARTICLE 13. CONDITIONS TO BE AFFILIATED. To be affiliated or retain this quality, natural or legal persons must certify that they are not involved in any of the following circumstances:
1. They have been sanctioned in the process of disciplinary responsibility with dismissal or inability to exercise public functions;
2. They have been criminally convicted for fraud;
3. They are having been condemned in the process of fiscal responsibility;
4. They have been excluded or suspended from professional trade or professional activity exercise;
5. Inhibitory be included in lists of money laundering or terrorist financing and any illegal activity.
The Chambers of Commerce shall refrain from affiliating or must disenroll natural or legal person, when they know that does not meet or no longer meets any of the requirements set out in this article.
If the legal representative of the member does not meet or no longer meet the requirements, the Chamber of Commerce will require it to remedy the causal, a term not exceeding two (2) months, under penalty proceeding disenrollment.
ARTICLE 14. LOSS OF QUALITY OF AFFILIATE. Quality affiliate will be lost by any of the following grounds:
1. Affiliate written request.
2. By his failure to pay the membership fee or renewal.
3. For the loss of quality merchant.
4. Breach of any of the requirements and obligations established to preserve the quality of affiliate.
5. Being in liquidation.
6. By change of principal residence to another jurisdiction.
7. By order of the competent authority.
Disenrollment does not entail the cancellation of the commercial registration or the return of a membership fee.
ARTICLE 15. RIGHTS OF AFFILIATES. The members of the Chambers of Commerce are entitled to: 1
elect and be elected members of the Board of the Chamber of Commerce, under the conditions and requirements determined by law and regulations.
2. Give reference to the relevant Chamber of Commerce.
3. free access publications determined by the Chamber of Commerce.
4. Get free certifications derived from the commercial register, not to exceed the amount of your membership fee.
ARTICLE 16. DUTIES OF AFFILIATES. The members of the Chambers of Commerce shall:
1. Comply with the rules approved by the Chamber of Commerce.
2. timely pay the membership fee or renewal.
3. Acting in accordance with morality and decency.
4. Report any event affecting the Chamber of Commerce or prejudicial to their electoral processes.
ARTICLE 17. MEMBERSHIP APPLICATION AND PROCESSING. Natural or legal persons may apply to the Chamber of Commerce membership, declaring that meet all the requirements set forth in the law and other relevant standards. The membership committee will accept or reject the application for membership, after verification of compliance with the requirements.
The Chamber of Commerce shall, within two (2) months following the submission of the request, verify compliance with the requirements to be affiliated, in accordance with the procedure laid down in the respective regulations of affiliates. The previous term expired without the Chamber of Commerce been resolved to request membership, this shall be considered approved. This, notwithstanding the challenge to timely present any third party with a legitimate interest or particular exercise of the functions of disaffiliation attributed to the respective Chamber of Commerce.
ARTICLE 18. COMMITTEE MEMBERSHIP. The membership committee of the Chambers of Commerce shall be composed of the Executive President or his delegate and at least two (2) executive level officials.
The membership committee shall have the following features:
1. Decide applications for membership.
2. Determine the electoral roll and have their updating and debugging, when it any place.
3. Disenroll those who engage in any causal disenrollment.
4. Enforce or execute instructions, orders or decisions of the Superintendency of Industry and Commerce related to the functions vested in the committee in the preceding paragraphs.
ARTICLE 19. CHALLENGING THE DECISION membership or relinquishment. The decision to resolve the application for membership or be challenged before the Superintendency of Industry and Commerce.
The challenge must be submitted to the Superintendency of Industry and Commerce within ten (10) business days following notification of the relevant decision.
The membership decision it can only be challenged by any person proving a particular legitimate interest. The decision to withdraw can only be challenged by the disenrolled. The challenge will be processed in the devolution effect and single instance. The Superintendence must resolve within the period laid down in Article 86 of the Code of Administrative Procedure and Administrative Disputes to decide resources, failing which the effect expected to occur there. Against the decision of the Superintendent no appeal.
ARTICLE 20. TERM AND RENEWAL OF MEMBERSHIP. Membership must be renewed annually within three (3) months of each year and payment of the membership fee shall be established in the regulations of members of each Chamber of Commerce. The regulation can not set deadlines and exceeding thirty one (31) of December of the year, for payment of the entire membership fee.
A lack of provision in the regulations, the full payment of the membership fee shall be made within three (3) months of each year at the time of renewal of membership.
ARTICLE 21. TRANSFER OF MEMBERSHIP. The merchant who change their principal domicile to another jurisdiction may apply for membership to the Chamber of Commerce of the jurisdiction of your new address, in which case it will retain their seniority, rights and obligations conferred by this quality. The application must be submitted within three (3) months following the registration of the change of address.
The membership committee of the relevant Chamber of Commerce verify compliance with the requirements. Accepted the transfer of membership, the applicant must pay the membership fee which would place.
ARTICLE 22 INCENTIVES FOR MEMBERSHIP. Chambers of Commerce, to encourage membership and participation of traders, may provide preferential treatment in programs and services they develop.
ARTICLE 23 membership fee. It corresponds to the directives Board of Chambers of Commerce, establish, modify or adjust membership fees.
ARTICLE 24. ELECTIONS. The elections for the boards of the Chambers of Commerce will be held in the respective, physical or virtual, or in places under its jurisdiction, authorized for that purpose by the relevant Chamber of Commerce headquarters.
The vote in the election of Board of Directors at the Chambers of Commerce will be personal and non-delegable. Legal entities vote through their legal representatives.
The National Government shall regulate the procedure, responsibilities, monitoring and other formalities of elections.
The challenges to the elections will be processed and decided by the Superintendency of Industry and Commerce in single instance who will order appropriate corrective action. Against these decisions no appeal.
PARÁGRAFO. The period provided for in this Act shall take effect from the elections of 2014.
Article 25. Right to elect and be elected. To elect and be elected to Board of Directors is required to have continuously flaunted quality affiliate during the two (2) last calendar years prior to March corresponding to the respective election year 31 and at the date of the election preserve this quality.
Companies with branches registered outside their primary residence may elect and be elected to the Board of the Chamber of Commerce of the jurisdiction in which these are registered, meeting the above requirements.
ARTICLE 26. REGISTRATION
rostering. Registration of candidates for Board members shall be made by lists with formula principal and alternate member.
No candidate may appear registered more than once, either as principal or alternate, on pain of rejection of registration.
The lists of candidates for Board members must register with the General Secretariat or the Legal Office of the respective Chamber of Commerce, during the second half of October the same year of the election. Registration does not require personal presentation of candidates.
At the time of registration lists, must accompany written in which each candidate accepts his nomination as principal or alternate, pointing under oath that meets all the requirements and other standards established in corresponding indicating the condition in which they are applying as an individual or on behalf of a legal entity.
electoral roll. The electoral roll shall be composed of all members with the right to elect and be elected, who have renewed their membership to thirty-one (31) of March elections and are in good standing, according to the payment established in the regulations of the respective chamber members.
ARTICLE 28. PURIFICATION OF ELECTORAL. At any time, the Chamber of Commerce will carry out the review of the database of members, in order to ensure they comply with the established requirements, in accordance with the procedures provided by the rules affiliate. In the event that any member is in any cause that justifies the loss of this condition, the committee shall be disenrolled.
In cases of debugging, the decision comes disenrollment request for review to the Chamber of Commerce appropriate, within three (3) business days following notification thereof. The decision of the Chamber of Commerce may be challenged before the Superintendency of Industry and Commerce, in accordance with the provisions of Article 19 of this Law.
Without prejudice to the provisions of the first paragraph of this article, in the election year and no later than the last business day of October, the Chamber of Commerce must make, if necessary, a revision of the electoral roll . The review may be made visits, requests for explanations, request for information and any other effective mechanism deemed relevant to verify and ratify the electoral base and disenroll who no longer fulfill the requirements, as applicable.
A revised membership base time, the Chamber of Commerce will publish the final electoral roll on its website or in any other mass media.
In exceptional circumstances, the Superintendency of Industry and Commerce may postpone the holding of elections of any sort Chamber of Commerce and the updating and purging of voter registration.
The Superintendency of Industry and Trade, ex officio or application concerned, may order as a precautionary measure of electoral suspension of political rights of members, when you notice the existence of massive renovations payments merchant fees and / or membership fees without delay the elections. At any time, the Superintendency of Industry and Commerce may cancel all or part of elections, when they shall have been carried out with the suffrage of traders involved in mass payments mentioned above.
According to the above, the Chambers of Commerce must inform the Superintendency of Industry and Commerce as warn the existence of mass payments for electoral purposes.
transitional regime. For the elections of Board in 2014, may choose and whom to be elected during the two (2) years prior to the thirty-one (31) March 2014, have continuously maintained the affiliation and keep it until the day election.
Exceptionally, the Superintendency of Industry and Commerce, of its own motion or request the respective chamber, may authorize the 2014 elections are conducted by registered traders, when the electoral census affiliates do not guarantee adequate conditions of representation traders and democratic participation because of the number of members in this event, they can elect and be elected the registered traders who have timely renewed commercial registration for two (2) years prior to the thirty-one (31) March 2014 and maintain that quality until election day.
FINAL PROVISIONS, EFFECTIVENESS AND REPEAL.
ARTICLE 30. FAILURE IN THE RENEWAL OF THE MERCANTILE REGISTRY. The merchant who fails to comply with the obligation to promptly renew their commercial registration shall be subject to the penalties provided for in Article 37 of the Code of Commerce for professionals in the trade, without being registered in the commercial register. The penalty will be imposed by the Superintendency of Industry and Commerce, in accordance with the regulations in force.
The Chambers of Commerce shall submit, within one month after the deadline for the renewal of commercial registration, the list of traders who breached the duty to renew the registration.
PURIFICATION AND SOCIAL SINGLE RECORD BUSINESS (RUES). The Chambers of Commerce shall annually debug database Single Business Registration and Social (RUES), thus:
1. Trade and other legal persons who have breached the obligation to renew the commercial registration or registration, as the case in the last five (5) years, companies will be dissolved and in liquidation. Anyone who demonstrates a legitimate interest may request the Superintendency of Companies or the competent authority to appoint a liquidator for that purpose. This is without prejudice to the legally constituted rights of third parties.
2. Deregistration trade of natural persons, commercial establishments and branches that have breached the obligation to renew the commercial registration in the last five (5) years. PARAGRAPH 1.
. Traders, natural or legal persons and other legal persons who have not renewed commercial registration in the above terms will be within one (1) year from the effective date of this law to update and renew the commercial registration. After this period, the Chambers of Commerce shall conduct debugging registers.
. The Chambers of Commerce inform previously the conditions provided for in this Article to interested parties, by letter or communication sent via email to the last known address, if any. Also, published at least one (1) annual notice within three (3) months, in a national newspaper in which they report to registered the requirement to meet the obligation and the consequences of not doing so.
ARTICLE 32. DISCIPLINARY MEASURES AND sanction. Effective Jurisprudence
Article 33. Amend Article 85 of the Code of Commerce shall read as follows:
"Article 85. Requirements for membership of Board. To be a Member of Board of a Chamber of Commerce is required to be Colombian citizen in the exercise of their political rights, not having been sanctioned by any of the offenses defined in Article 16 of this Code, be domiciled in the respective constituency, being a person of recognized integrity. No one may hold the office of Member of Board in more than one Chamber of Commerce. "
ARTICLE 34. Traders referred to as micro-enterprise in the form of shopkeepers located in the neighborhoods and districts whose space used is between 0 and 50 square meters, according to Article 43 of Law 1450, 2011 or standard that amends or replace, that at the time of enrollment for the first time in the commercial register have the quality of home users for purposes of payment of utilities, they maintain that quality once.
Is understood as a shopkeeper selling miscellany that microentrepreneurs and products in the basket retail.
ARTICLE 35. EFFECTIVE DATE AND REPEAL. This law governs from the date of issue and repeal Articles 81 and 84 of the Commercial Code and other rules that are contrary.
The Chambers of Commerce shall adjust their statutes to the provisions of this law within a period of six (6) months.
In any case, the mismatch of the provisions of the statutes of a camera with the provisions hereof may not be invoked as a reason for non-compliance with this law.
The President of the honorable Senate of the Republic, Juan Fernando Cristo
The Secretary General of the honorable Senate,
GREGORIO Eljach PACHECO.
The President of the honorable House of Representatives, HERNÁN
The Secretary General of the honorable House of Representatives,
JORGE HUMBERTO SERRANO MANTILLA.
REPUBLIC OF COLOMBIA - NATIONAL GOVERNMENT
published and enforced.
Given in Bogotá, DC, on July 11, 2014.
CALDERON JUAN MANUEL SANTOS Minister of Justice and Law,
Alfonso Gomez Mendez.
The Minister of Commerce, Industry and Tourism
ARROYO SANTIAGO ROJAS.