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LAW 1727 OF 2014
(July 11)
Official Journal No. 49.209 of 11 July 2014
CONGRESS OF THE REPUBLIC
By means of which the Trade Code is reformed, rules are set for strengthening the governance and functioning of the Chambers of Commerce and other provisions are dictated.
THE CONGRESS OF THE REPUBLIC OF COLOMBIA
DECRETA:
ADMINISTRATION AND DIRECTION OF CHAMBERS OF COMMERCE.
ARTICLE 1o. Amend article 79 of the Trade Code, which will remain so:
"Article 79. Administration and Chambers of Commerce address. The Chambers of Commerce will be managed and governed by merchants registered in the merchant registry who have the quality of affiliates.
The National Government will determine the jurisdiction of each Chamber, taking into account the geographical continuity and commercial links of the municipalities it will group, within which it will exercise its functions. "
ARTICLE 2o. BOARD OF DIRECTORS OF CHAMBERS OF COMMERCE. Each Chamber of Commerce shall have a Board of Directors which shall be the highest organ of the entity.
ARTICLE 3o. Amend article 80 of the Trade Code, which will remain so:
"Article 80. Integration of the Board of Directors. The Board of Directors of the Chambers of Commerce shall be made up of elected members and representatives appointed by the National Government. The members shall be principal and alternate.
The National Government will be represented on the boards of the Chambers of Commerce for up to one third of each board.
The National Government will fix the number of members that will make up the Board of Directors of each chamber, including government representatives, taking into account the number of members in each chamber and the commercial importance of the corresponding constituency.
The Board of Directors shall consist of a number of six (6) to twelve (12) members, as determined by the National Government. "
ARTICLE 4. QUALITY OF THE BOARD MEMBERS. In addition to the provisions of Article 85 of the Trade Code, to be members of the Board of Directors it is required to have held the quality uninterrupted. During the last two (2) calendar years prior to the thirty one (31) of March of the year corresponding to the respective election.
Members of the Board of Directors shall meet the requirements set out to be affiliated or to maintain this condition.
In the case of legal representatives of the legal persons who will become members of the Board of Directors, they will have to prove the same requirements for the members, except that of being merchants.
Members appointed by the National Government must comply with the requirements to be affiliated or have professional title with experience, at least five (5) years, in activities of their own nature and the functions of the Chambers of Trade.
ARTICLE 5o. Amend article 82 of the Trade Code, which will remain so:
"Article 82. Period. With the exception of the members appointed by the National Government, the members of the Board of Directors shall be elected for an institutional period of four (4) years with the possibility of immediate re-election for one time.
The members appointed by the National Government will have no period and will be appointed and removed at any time.
The challenges regarding the way the election or the election has been prepared or carried out will be known and decided by the Superintendence of Industry and Commerce. Against the decision, replacement resource ".
ARTICLE 6o. Amend article 83 of the Trade Code, which will remain so:
"Article 83. Quorum to deliberate and decide. The Board of Directors shall, at least once a month, hold a quorum for deliberating and validly deciding on the Board of Directors with the absolute majority of its members. The designation and removal of the legal representative, as well as the approval of statutory reforms, shall have the favourable vote of at least two-thirds of its members. "
ARTICLE 7o. SPECIAL DUTIES OF THE BOARD OF DIRECTORS. Taking into account the special nature and functions of the Chambers of Commerce, their directors will act in good faith, with loyalty, diligence, confidentiality and respect.
The Board of Directors, in the development of its functions, will be responsible for the planning, adoption of policies, control and evaluation of the management of the respective Chamber of Commerce. It shall refrain from co-administering or intervening in the management and particular affairs of its ordinary administration, outside its statutory and statutory powers.
PARAGRAFO. The National Government will regulate the form of convocation and meetings of the Board of Directors of the Chambers of Commerce.
ARTICLE 8o. RESPONSIBILITY OF THE MEMBERS OF THE BOARD OF DIRECTORS. The members of the Board of Directors shall be jointly and severally liable for the damage caused by him or her to the respective chamber, except in the case of absent members. or dissidents. If the Board member is a legal person, the liability shall be the responsibility of the member of the Board of Directors.
ARTICLE 9o. INABILITIES AND INCOMPATIBILITIES. The members of the Boards of Directors of the Chambers of Commerce and the legal representatives of the legal persons who make up the boards will be subject to the inabilities and incompatibilities provided herein, without prejudice to the special skills laid down in Law 80 of 1993, Law 734 of 2000, Law 1150 of 2007, Law 1474 of 2011 and other rules to add or modify them, with respect to the fulfilment of the public functions assigned to the Chambers of Commerce.
They may not be members of the boards, natural or legal persons who are in any of the following circumstances:
1. To be part of the same business group, declared in accordance with the legal provisions in force, to which another member of the Board of Directors belongs.
2. To have participation or to be an administrator in companies that have the quality of the parent, subsidiary or subordinate, of another member company of the Board of Directors of the Chamber.
3. To be a partner of another Chamber of Commerce Board member company.
4. To be a member or administrator of a company in which any official of the Chamber of Commerce has a participation, except for companies whose shares are traded on the public stock market.
5. Have been sanctioned with a declaration of expiration or expiration for non-compliance reiterated by a state entity in the last five (5) or three (3) years, respectively.
6. Be spouse, partner or permanent partner or have parentage within the third degree of consanguinity, second of affinity or civil with any other member of the Board.
7. Being a spouse, partner or permanent partner or having a parentage within the third degree of consanguinity, second of affinity or civil with any House official.
8. Exercise public office.
9. To have exercised public office during the calendar year before thirty-one (31) March of the year corresponding to the election, within the specific jurisdiction of the respective Chamber.
10. To have belonged to national or local decision-making bodies, within the legally recognized political parties or associations, during the calendar year preceding thirty-one (31) March of the year corresponding to the election.
11. Having aspired to popular election charges during the calendar year before thirty-one (31) March of the year corresponding to the election, within the jurisdiction of the respective Chamber.
12. Have been punished for serious misconduct concerning the failure to comply with the statutes, ethical standards and good governance of any Chamber of Commerce during the preceding period.
PARAGRAFO. The causals provided in numerals 9, 10, and 11 apply only to Board members of choice.
ARTICLE 10. RECALL OF THE ELECTION OF THE BOARD OF DIRECTORS. When the impeachment of the Board of Directors ' election prospers or when the Superintendence of Industry and Commerce orders its removal and the decision affects the whole of the elected, the representatives of the National Government shall, within a period not exceeding thirty (30) calendar days, designate the new members, natural or legal persons, to complete their integration. After this period has expired without the new designations being made, it will be up to the Superintendence of Industry and Commerce to carry them out. In the above mentioned events, the new members will have to comply with all the requirements required to be a director of the Chamber of Commerce. These will act up to when a new board is chosen and postponed.
The elections for the designation of new Board members shall be held within two (2) months of the execution of the administrative act which declared the elections to be successful.
ARTICLE 11. AUTOMATIC VACANCY OF THE BOARD OF DIRECTORS. Non-attendance at five (5) Board sessions, in the period of one (1) year, with or without fair cause, will automatically produce the vacancy of the Board member position. The inattendance of the principal shall not be computed in the case of extraordinary meetings to which his or her alternate attends. In the event of the vacancy of a Senior Board member, the personal alternate will take his place.
In addition, the automatic vacancy of the Board member's position will occur, when during the period for which it has been chosen, any circumstance that implies the loss of the membership quality or when A causal cause of inability to be found in the law.
The absolute lack of a principal and alternate member, chosen by the affiliates, will produce the vacancy of the corresponding row, in which case it will be replaced by the next row in the order entered in the respective list. In the event that the list does not have additional lines, the vacancy shall be filled by a principal and an alternate designated by the Board of Directors of the list of candidates who, in the corresponding election, when establishing the electoral quota, has obtained the largest residue below. In the case of a single list, the vacancy shall be filled by a principal and an alternate elected by the Board.
In case the final vacancy of principal or alternate corresponds to a director appointed by the National Government, the Chairman of the Board of Directors, will inform the National Government, within two (2) working days of the date in which you are aware, in order for the formalities to be initiated for replacement within a period of one (1) month.
In the absence of one of the principal members appointed by the National Government, the alternate will replace him in his temporary and absolute faults. In this last event, the replacement will be until a new designation by the National Government is made.
AFFILIATES.
ARTICLE 12. Amend article 92 of the Trade Code, which will remain so:
" Article 92. Requirements to be affiliated. May be affiliated to a Chamber of Commerce, natural or legal persons who:
1. So request it.
2. Have at least two (2) consecutive years of enrollment in any Chamber of Commerce.
3. Have exercised mercantile activity during this period, and
4. They have permanently fulfilled their obligations arising from the quality of the merchant, including the timely renewal of the commercial registration in each period.
The affiliate to maintain your condition must continue to meet the above requirements.
Who holds the legal status of legal persons shall meet the same requirements as those provided for members, except where they are a merchant. "
ARTICLE 13. CONDITIONS TO BE AFFILIATED. To be affiliated or to retain this quality, natural or legal persons must prove that they are not incurred in any of the following circumstances:
1. Have been sanctioned in disciplinary liability proceedings with removal or inability to exercise public functions;
2. Have been criminally convicted of wilful crimes;
3. Have been convicted in tax liability processes;
4. Having been excluded from or suspended from the business of trade or professional activity;
5. Be included in inhibitory lists for laundering of assets or financing of terrorism and any illicit activity.
The Chambers of Commerce shall refrain from affiliation or shall cancel the membership of the natural or legal person, when they are aware that they do not comply or have ceased to comply with any of the requirements set out in this Article.
In the event that the affiliate's legal representative does not comply or no longer meets the requirements, the Chamber of Commerce will require it to remedy the case, in a term of no more than two (2) months, on the penalty of proceeding to challenge.
ARTICLE 14. LOSS OF AFFILIATE QUALITY. The membership quality will be lost to any of the following causes:
1. The affiliate's written request.
2. For not paying the membership fee or its renewal in a timely manner.
3. For loss of merchant quality.
4. For non-compliance with any of the requirements and duties established to preserve the membership quality.
5. To be in the process of liquidation.
6. By change of principal address to another jurisdiction.
7. By order of competent authority.
The challenge does not result in the cancellation of the business registration or the return of a membership fee.
ARTICLE 15. MEMBERS ' RIGHTS. Members of the Chambers of Commerce shall be entitled to:
1 Choose and be elected members of the Board of Directors of the Chamber of Commerce, under the conditions and requirements to be determined by law and regulatory standards.
2. Give as a reference to the corresponding Chamber of Commerce.
3. Access free of charge to publications determined by the Chamber of Commerce.
4. Obtain free of charge the certifications derived from your business register, without exceeding the amount of your membership fee.
ARTICLE 16. MEMBERS ' DUTIES. Members of the Chambers of Commerce shall:
1. Comply with the rules of procedure approved by the Chamber of Commerce.
2. Pay the membership fee or its renewal in a timely manner.
3. Act in accordance with morals and good manners.
4. Report any facts that affect the Chamber of Commerce or that it attacks its electoral processes.
ARTICLE 17. MEMBERSHIP APPLICATION AND PROCEDURE. Natural or legal persons may apply to the Chamber of Commerce for membership, stating that they comply with all the requirements laid down in the law and other relevant rules. The membership committee shall accept or reject the application for membership, subject to verification of compliance with the requirements.
The Chamber of Commerce shall, within two (2) months following the filing of the application, verify compliance with the requirements to be affiliated, in accordance with the procedure laid down in the respective regulations of affiliates. The previous term, without the Chamber of Commerce having been resolved at the request of affiliation, shall be deemed to have been approved. The foregoing, without prejudice to the challenge that any third party with legitimate interest or the exercise of the functions of challenge attributed to the respective Chamber of Commerce, present in good time.
ARTICLE 18. MEMBERSHIP COMMITTEE. The membership committee of the Chambers of Commerce shall be composed of the Executive Chairman or its delegate and at least two (2) officials of the management level.
The membership committee will have the following functions:
1. Decide on membership requests.
2. Determine the electoral census and arrange for its updating and debugging, when there is a place.
3. Challenge those who incur any causal challenge.
4. To comply with or execute the instructions, orders or decisions of the Industry and Commerce Superintendence related to the functions given to the committee in the preceding numerals.
ARTICLE 19. CHALLENGE OF THE MEMBERSHIP OR DISAFFILIATION DECISION. Against the decision to resolve the application for membership or challenge, the Superintendence of Industry and Commerce is challenged.
The challenge shall be filed with the Industry and Commerce Superintendence within ten (10) business days following the notification of the relevant decision.
The membership decision may only be challenged by the person who accredits a specific legitimate interest. The challenge decision can only be challenged by the challenge. The challenge will be dealt with in the effect of the return and in a single instance. The Superintendence must resolve within the term established in article 86 of the Administrative Procedure Code and the Administrative Contentious, to decide the resources, so that it will be produce the intended effect there. Against the decision of the Superintendence there is no recourse.
ARTICLE 20. DURATION AND RENEWAL OF MEMBERSHIP. Membership shall be renewed annually within three (3) months of each year and the payment of the membership fee shall be established in the rules of membership of each Chamber of Commerce. The regulation may not set a time limit of more than thirty-one (31) December of the corresponding year for the payment of the full membership fee.
In the absence of a regulation, the total payment of the membership fee must be made within three (3) months of each year at the time of the renewal of membership.
ARTICLE 21. TRANSFER OF MEMBERSHIP. The trader who changes his principal address to another jurisdiction may apply for membership of the Chamber of Commerce of the jurisdiction of his new domicile, in which case he shall retain his seniority, rights and obligations that give you this quality. The application must be submitted within three (3) months of registration of the change of address.
The membership committee of the relevant Chamber of Commerce will verify compliance with the requirements. Acceptance of the transfer of the membership, the applicant must pay the membership fee to which there is a place.
ARTICLE 22. INCENTIVES FOR MEMBERSHIP. The Chambers of Commerce, in order to stimulate the affiliation and participation of merchants, will be able to establish preferential treatment in the programs and services they develop.
ARTICLE 23. MEMBERSHIP FEE. It is up to the Board of Directors of the Chambers of Commerce, to establish, modify or adjust membership fees.
ELECTION REGIME.
ARTICLE 24. ELECTIONS. The elections to integrate the boards of the Chambers of Commerce will be held in the respective venues, physical or virtual, or in the places of their jurisdiction, enabled for this purpose by the corresponding Chamber Trade.
The vote in the Board of Directors elections in the Chambers of Commerce will be personal and inselectable. Legal persons will vote through their legal representatives.
The National Government will regulate the procedure, the responsibilities, the oversight and other formalities of the elections.
The challenges against the elections will be dealt with and resolved by the Superintendence of Industry and Commerce, in a single instance, who will order the appropriate corrections. No recourse to such decisions is necessary.
PARAGRAFO. The period provided for in this law will begin to govern from the elections of the year 2014.
ARTICLE 25. RIGHT TO CHOOSE AND BE ELECTED. To elect and be elected to the Board of Directors, it is necessary to have held the quality of the affiliate without interruption during the last two (2) calendar years, prior to March 31 of the year corresponding to the respective choice and the date of the choice to retain this quality.
Companies that have branches registered outside their home address will be able to choose and be chosen to integrate the Board of the Chamber of Commerce of the jurisdiction in which they are registered, complying with the Requirements above.
ARTICLE 26. REGISTRATION OF CANDIDATE LISTS. The registration of candidates for Board members shall be carried out by lists with the formula of the main and alternate member.
No candidate may appear enrolled more than once, or as a principal or alternate, subject to the rejection of their registration.
The lists of candidates for Board members must be registered with the General Secretariat or the Legal Office of the respective Chamber of Commerce, during the second half of October of the same year of the election. Registration will not require personal presentation of candidates.
At the time of the registration of lists, it must be accompanied in writing in which each candidate accepts his or her nomination as principal or alternate, indicating under the seriousness of the oath, that he meets all the required requirements and the others established in the relevant rules, indicating the condition in which they apply as a natural person or in the name of a legal person.
ARTICLE 27. ELECTORAL CENSUS. The electoral census shall be composed of all the members with the right to elect and be elected, who have renewed their affiliation to thirty-one (31) March of the year of the elections and are in peace and safety, agreement with the form of payment established in the respective chamber's affiliate regulations.
ARTICLE 28. PURGE OF THE ELECTORAL CENSUS. At any time, the Chamber of Commerce shall carry out the review of the database of affiliates, in order to verify that they comply with the required requirements, in accordance with the procedure provided by the Member Regulations. In the event that any affiliate is found in any causal that justifies the loss of this condition, the committee will proceed to challenge.
In cases of treatment, against the decision of challenge, a review request is made before the corresponding Chamber of Commerce, within three (3) working days following the communication of the same. The decision of the Chamber of Commerce may be challenged before the Superintendence of Industry and Commerce, according to the provisions of article 19 of this law.
Without prejudice to the provisions of the first paragraph of this Article, in the year of the elections and no later than the last working day of October, the Chamber of Commerce shall carry out, if necessary, a review of the electoral census. The review may be carried out with visits, requests for explanations, requests for information, and any other effective mechanism deemed relevant to verify and ratify the electoral base and challenge those who have ceased to comply. requirements, as the case may be.
Once the affiliate base has been revised, the Chamber of Commerce will publish the final electoral roll on its website or any other mass media.
In exceptional circumstances, the Superintendence of Industry and Commerce will be able to postpone the conduct of the elections of any Chamber of Commerce and to order the updating and purging of the electoral census.
The Superintendence of Industry and Commerce, on its own initiative or at the request of an interested party, may decree as a precautionary measure of an electoral nature the suspension of the political rights of the members, when the existence of massive payments is warned. of renewals of commercial license plates and/or membership fees, without the need to postpone the elections. At any time, the Superintendence of Industry and Commerce will be able to completely or partially annul the elections, when they have been carried out with the suffrage of merchants involved in the massive payments mentioned above.
According to the above, the Chambers of Commerce will be obliged to report to the Superintendence of Industry and Commerce when they warn of the existence of massive payments for electoral purposes.
ARTICLE 29. TRANSITION REGIME. For the 2014 Board of Directors elections, they may elect and be elected who, during the two (2) years prior to thirty-one (31) March 2014, have continuously retained the membership quality. and keep it until Election Day.
Exceptionally, the Superintendence of Industry and Commerce, either on its own initiative or at the request of the respective Chamber, may authorize the elections of the year 2014 to be held by registered traders, when the electoral census of affiliates does not ensure adequate conditions of representation of the traders and democratic participation due to the number of affiliates In this event, the registered traders will be able to choose and be elected than during the two (2) years prior to the thirties and one (31) of March 2014 have duly renewed the mercantile registration and maintain that quality until election day.
FINAL, EFFECTIVE, AND REPEAL.
ARTICLE 30. EXTEMPORANEITY IN THE RENEWAL OF THE COMMERCIAL REGISTRATION. The trader who does not comply with the obligation to renew his business registration in due time will be subject to the penalties provided for in the article 37 of the Trade Code for those who professionally exercise commerce, without being enrolled in the merchant registry. The penalty will be imposed by the Superintendence of Industry and Commerce, in accordance with the current regulations.
The Chambers of Commerce will have to submit, within the month following the expiration of the deadline for the renewal of the commercial registration, the list of merchants who have failed to renew the registration.
ARTICLE 31. PURGING THE BUSINESS AND SOCIAL SINGLE REGISTER (RUES). The Chambers of Commerce shall annually purge the database of the Single Business and Social Register (RUES), as follows:
1. Commercial companies and other legal persons who have failed to fulfil the obligation to renew a business registration or registration, as the case may be, in the last five (5) years, shall be dissolved and in a state of liquidation. Any person demonstrating legitimate interest may request the Superintendency of Companies or the competent authority to designate a liquidator for that purpose. The above, without prejudice to the legally constituted rights of third parties.
2. Cancellation of the commercial registration of natural persons, establishments of commerce, branches and agencies that have failed to renew the obligation to renew the commercial registration in the last five (5) years.
PARAGRAFO 1o. The traders, natural or legal persons and other legal persons who have not renewed the mercantile registration in the aforementioned terms shall have a period of one (1) year counted from the validity of this law to update and renew the commercial registration. After this deadline, the Chambers of Commerce will proceed to purge the records.
PARAGRAFO 2o. The Chambers of Commerce shall, in advance, inform the interested parties of the conditions provided for in this Article, by letter or communication sent via e-mail to the last address registered, if you have it. They shall publish at least one (1) annual notice within three (3) months in a national circulation journal in which the registrants of the requirement are informed to comply with the obligation and the consequences of failure to do so.
ARTICLE 32. DISCIPLINARY AND SANCTIONING REGIME.
ARTICLE 33. Amend article 85 of the Trade Code that will remain so:
" Article 85. Requirements to be a Board Member. To be a Board Member of a Chamber of Commerce it will be required to be a Colombian citizen in exercise of his political rights, not to have been punished for any of the crimes determined in the article 16 of this Code, being domiciled in the respective constituency, being a person of recognized honorability. No one shall be able to serve as a Board Member in more than one Chamber of Commerce. "
ARTICLE 34. The merchants called microenterprise in the mode of shopkeepers located in the neighborhoods and communes whose used space is between 0 and 50 square meters, according to the article 43 of Act 1450 of 2011 or the rule that modifies or replaces it, that at the time of its first registration in the business register have the quality of home users for the purposes of payment of services public, they will maintain that quality for one time.
It is understood as a grocer, that microentrepreneur who sells miscellaneous and products from the family basket to the detal.
ARTICLE 35. VALIDITY AND REPEAL. This law shall govern from the time of issue and repeals Articles 81 and 84 of the Code of Commerce, as well as the other rules that are contrary to you.
The Chambers of Commerce shall adjust its statutes to the provisions of this law within a maximum of six (6) months.
In any case, the non-agreement of the provisions of the statutes of a chamber with the provisions herein may not be alleged as grounds for the failure to comply with this law.
The President of the honorable Senate of the Republic,
JOHN FERNANDO CHRIST BUSTS.
The Secretary General of the honorable Senate of the Republic,
GREGORIO ELJACH PACHECO.
The President of the honorable House of Representatives,
HERNAN PENAGOS GIRALDO.
The Secretary General of the honorable House of Representatives,
JORGE HUMBERTO MANTILLA SERRANO.
COLOMBIA-NATIONAL GOVERNMENT
Publish and comply.
Dada in Bogotá, D. C., on July 11, 2014.
JUAN MANUEL SANTOS CALDERÓN
The Minister of Justice and Law,
ALFONSO GOMEZ MENDEZ.
The Minister of Commerce, Industry and Tourism,
SANTIAGO ROJAS ARROYO.
